Bittium Oyj — Proxy Solicitation & Information Statement 2025

Mar 28, 2025

Notice to the Annual General Meeting of Bittium Corporation

Notice to the Annual General Meeting of Bittium Corporation

Bittium Corporation
Notice to general meeting

Notice to the Annual General Meeting of Bittium Corporation

Bittium Corporation, Stock Exchange Release, March 28, 2025, at 8:00 am (CET+1)

Notice is given to the shareholders of Bittium Corporation to the Annual General
Meeting to be held on Wednesday, May 7, 2025, at 1:00 p.m. at the University of
Oulu, at the address Saalastinsali, Pentti Kaiteran katu 1, 90570 Oulu. The
reception of persons who have registered for the meeting and the distribution of
voting tickets will commence at 12:30 p.m.

Shareholders may also exercise their right to vote by voting in advance.
Instructions for advance voting are presented in Section C of this notice to the
Annual General Meeting.

A. MATTERS ON THE AGENDA OF THE GENERAL MEETING

The following matters will be considered at the Annual General Meeting:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinize the minutes and to supervise the counting
   of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the financial statements, the consolidated financial
   statements, the report of the Board of Directors, including the corporate
   sustainability report, the auditor's report and the assurance report on the
   sustainability report for year 2024

Review by the CEO.

The financial statements, the consolidated financial statements, the report of
the Board of Directors, including the corporate sustainability report, the
auditor's report and the assurance report on the sustainability report will be
available on the company's website https://annualreport.bittium.com/ no later
than on April 15, 2025.

1. Adoption of the financial statements and consolidated financial statements

The Board of Directors proposes that the Annual General Meeting adopts the
financial statements and the consolidated financial statements.

1. Resolution on the use of the profit shown on the balance sheet and the
   distribution of dividend

The parent company's distributable funds on December 31, 2024 were EUR
116,813,656, of which the profit for the financial year is EUR 2,705,058. The
Board of Directors proposes to the Annual General Meeting that a dividend of EUR
0.10 per share be paid based on the balance sheet to be adopted for the
financial year January 1, 2024 - December 31, 2024. The dividend will be paid to
a shareholder who, on the record date for the dividend payment, May 9, 2025, is
registered in the shareholders' register maintained by Euroclear Finland Ltd.
The Board of Directors proposes that the dividend payment date be May 16, 2025.

1. Resolution on the discharge of the members of the Board of Directors and the
   CEO from liability for the financial year January 1, 2024 - December 31, 2024

2. Presentation of the remuneration report for governing bodies

The remuneration report for governing bodies will be available no later than on
April 15, 2025 on the company's website
https://www.bittium.com/investors/corporate-governance/remuneration.

The Board of Directors proposes that the Annual General Meeting approves the
Company's remuneration report for governing bodies for the financial year 2024.
The general meeting's resolution on the approval of the remuneration report is
advisory.

1. Resolution on the remuneration of the members of the Board of Directors

The three largest shareholders and the companies controlled by them,
representing in total approximately 14.97 percent of the voting rights of the
company's shares, propose to the Annual General Meeting that the following
monthly remuneration be paid to the members of the Board of Directors to be
elected for the term ending at the end of the next Annual General Meeting: EUR
3,150 to the Chairman of the Board of Directors and EUR 1,800 to the other
members of the Board of Directors. In addition, the members of the Board of
Directors are entitled to a fee for attending Board meetings as follows:
Chairman of the Board EUR 875 per meeting and other members of the Board of
Directors EUR 500 per meeting. In addition, the members of the Board of
Directors are entitled to a fee for attending the meetings of the Board
committees as follows: the Chairman of the Committee EUR 600 per meeting and the
other members of the Committee EUR 400 per meeting.

The above-mentioned shareholders and the companies controlled by them propose to
the Annual General Meeting that 50 percent of the total monthly remuneration of
the members of the Board of Directors be paid in a single instalment in Bittium
Corporation's shares to be purchased at a price formed in public trading, or
through a share issue, or in special circumstances, if for some reason the
remuneration cannot be paid in shares, entirely in cash. The shares will be
acquired in accordance with the purchase program prepared by the company. A
member of the Board of Directors may not transfer shares received as
remuneration until his or her membership in the Board of Directors has ended.

The above-mentioned shareholders and the companies controlled by them further
propose that the travel expenses of the members of the Board of Directors be
compensated in accordance with the company's travel policy.

1. Resolution on the number of members of the Board of Directors

The three largest shareholders and the companies controlled by them, who in
total represent approximately 14.97 per cent of the voting rights of the
company's shares, propose to the Annual General Meeting that the number of
members of the Board of Directors be confirmed as six (6).

1. Election of members of the Board of Directors

The three largest shareholders and the companies controlled by them, who in
total represent approximately 14.97 per cent of the voting rights of the
company's shares, propose to the Annual General Meeting that for a term of
office ending at the end of the next Annual General Meeting following the
election, Mr. Erkki Veikkolainen, Ms. Riitta Tiuraniemi, Mr. Veli-Pekka
Paloranta, Mr. Raimo Jyväsjärvi and Mr. Pekka Kemppainen be re-elected as
members of the Board of Directors and Mr. Jukka Harju  be elected as a new
member of the Board of Directors. The candidates for the Board of Directors and
the assessment of their independence are presented on the company's website
www.bittium.com. The Curriculum Vitae of Mr. Jukka Harju is attached to this
notice. All candidates have given their consent to the election.

1. Resolution on the remuneration of the Auditor

Based on the recommendation of the Audit Committee of the Board of Directors,
the Board of Directors proposes that the remuneration of the auditor to be
elected be paid according to the auditor's reasonable invoice.

1. Election of the Auditor

Based on the recommendation of the Audit Committee of the Board of Directors,
the Board of Directors proposes that audit firm PricewaterhouseCoopers Oy be
elected as the auditor for the term of office ending at the close of the Annual
General Meeting following the election. PricewaterhouseCoopers Oy has announced
that APA Auditor Sami Posti, would continue as the principal auditor.

1. Resolution on the remuneration for the assurance of the Corporate
   Sustainability Reporting

Based on the recommendation of the Audit Committee of the Board of Directors,
the Board of Directors proposes to the Annual General Meeting that the
remuneration of the assurance of the Corporate Sustainability Reporting be paid
according to the assurance firm's invoice approved by the company.

1. Election of the assurance firm for the Corporate Sustainability Reporting

Based on the recommendation of the Audit Committee of the Board of Directors,
the Board of Directors proposes to the Annual General Meeting that the audit
firm PricewaterhouseCoopers Oy be elected for the assurance of the Corporate
Sustainability Reporting for a term ending at the end of the next Annual General
Meeting following the election. PricewaterhouseCoopers Oy has announced that APA
Tiina Puukkoniemi would continue as the principal assurer.

1. Authorizing the Board of Directors to decide on the repurchase of the
   Company's own shares

The Board of Directors proposes to the Annual General Meeting that the Board of
Directors be authorized to decide on the repurchase of the company's own shares
as follows.

The number of own shares to be repurchased shall not exceed 3,500,000 shares,
which corresponds to approximately 9.80 per cent of all the shares in the
company. Based on the authorization, the company's own shares may only be
repurchased with unrestricted equity.

The company's own shares may be repurchased at a price formed in public trading
on the date of the repurchase or otherwise at a price formed on the market.

The Board of Directors decides on how the shares will be repurchased. Among
other things, derivatives may be used in the acquisition. Own shares may be
repurchased otherwise than in proportion to the shareholdings of the
shareholders (directed repurchase).

The authorization revokes the authorization given by the Annual General Meeting
on April 10, 2024 to decide on the repurchase of the company's own shares. The
authorization is valid until June 30, 2026.

1. Authorizing the Board of Directors to decide on the issuance of shares and
   special rights entitling to shares

The Board of Directors proposes to the Annual General Meeting that the Board of
Directors be authorized to decide on the issuance of shares and the issuance of
special rights entitling to shares referred to in Chapter 10, section 1 of the
Finnish Limited Liability Companies Act as follows.

The number of shares to be issued based on the authorization shall not exceed
3,500,000 shares in total, which corresponds to approximately 9.80 per cent of
all the shares in the company.

The Board of Directors decides on all the terms and conditions of the issuance
of shares and special rights entitling to shares. The authorization concerns
both the issuance of new shares and the transfer of the company's own shares.
The issuance of shares and special rights entitling to shares may be carried out
in deviation from the shareholders' pre-emptive subscription rights (directed
issue).

The authorization revokes the authorization given by the Annual General Meeting
on April 10, 2024 to decide on the issuance of shares and the issuance of
special rights entitling to shares referred to in Chapter 10, section 1 of the
Finnish Limited Liability Companies Act. The authorization is valid until June
30, 2026.

1. Order of decision

2. Closing of the meeting

B. DOCUMENTS OF THE GENERAL MEETING

The above-mentioned resolution proposals for the matters on the agenda of the
Annual General Meeting as well as this notice are available on Bittium
Corporation's website at www.bittium.com/agm. Bittium Corporation's Remuneration
Report and Annual Report, which includes the Company's Financial Statements, the
Consolidated Financial Statements, the Report of the Board of Directors
(including the corporate sustainability report), the Auditor's Report, the
Assurance Report on the Sustainability Report and the Corporate Governance
Statement, are available on the above-mentioned website no later than on April
15, 2025. The resolution proposals and the other above-mentioned documents will
also be available at the Annual General Meeting. The minutes of the Annual
General Meeting will be available on the above-mentioned website no later than
on May 21, 2025.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING

1. Shareholders registered in the shareholders' register

A shareholder who is registered in the shareholders' register of the company
maintained by Euroclear Finland Ltd on the record date of the Annual General
Meeting, April 24, 2025, has the right to participate in the Annual General
Meeting. A shareholder, whose shares are registered on their personal Finnish
book-entry account or equity savings account, is registered in the shareholders'
register of the company.

Registration for the Annual General Meeting will begin on March 28, 2025 at
10:00 a.m.. A shareholder registered in the shareholders' register of the
company who wishes to participate in the Annual General Meeting must register no
later than by April 30, 2025 at 4:00 p.m..  The registration must be received
before the end of the registration period.

Registration for the Annual General Meeting can be made:

a) on the company's website at www.bittium.com/agm, beginning from 10:00 a.m. on
March 28, 2025;

For natural persons the electronic registration requires strong electronic
authentication. When a shareholder logs in to the service through the company's
website, he or she is directed to an electronic authentication page. Electronic
authentication works with online banking credentials or a mobile certificate.

For shareholders that are legal entities, the electronic registration does not
require strong electronic authentication. However, the shareholder is required
to provide the number of its Finnish book-entry account, its business ID or
corporate identification number and other required information. If a shareholder
that is a legal entity uses the electronic Suomi.fi authorization described in
section C.3 below, registration requires strong electronic authentication from
the authorized person, which works with personal online banking credentials or a
mobile certificate.

b) by phone to +358 40 344 3322 on weekdays between 9:00 a.m. and 3:00 p.m.; or

c) by e-mail to yhtiokokous@bittium.com.

In connection with the registration, a shareholder shall notify their name, date
of birth/personal identification number or business ID, address, telephone
number and e-mail address, as well as the name of a possible assistant, legal
representative or proxy representative and the date of birth/personal
identification number of the legal representative or proxy representative. The
personal data given by shareholders to Bittium Corporation or Euroclear Finland
Ltd is used only in connection with the Annual General Meeting and for
processing of related necessary registrations.

A shareholder, their legal representative or proxy representative shall, if
necessary, be able to prove their identity and/or right of representation at the
meeting venue.

1. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the Annual
General Meeting by virtue of such shares on the basis of which he or she would
be entitled to be registered in the shareholders' register maintained by
Euroclear Finland Ltd on April 24, 2025.  The right to participate requires, in
addition, that the shareholder has been temporarily registered in the
shareholders' register maintained by Euroclear Finland Ltd on the basis of these
shares no later than on May 2, 2025 by 10:00 a.m. (Finnish time). As regards
nominee-registered shares, this constitutes due registration for the Annual
General Meeting.

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the temporary shareholders'
register of the company, the issuing of proxy documents and voting instructions
and registration for the Annual General Meeting from their custodian bank. The
account management organization of the custodian bank has to register a holder
of nominee registered shares, that wants to participate in the Annual General
Meeting, into the temporary shareholders' register of the company at the latest
by the time stated above and, if necessary, arrange advance voting on behalf of
a nominee-registered shareholder before the end of the registration period for
nominee-registered shareholders.

Further information on the Annual General Meeting and participation in it is
available on the company's website at www.bittium.com/agm.

1. Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise their
rights at the meeting by way of proxy representation. A proxy representative of
a shareholder may also, if they so wish, vote in advance in accordance with the
instructions given in this notice. A proxy representative shall produce a dated
proxy document or otherwise in a reliable manner demonstrate their right to
represent the shareholder at the General Meeting. If a shareholder participates
in the Annual General Meeting by means of several proxy representatives
representing the shareholder with shares at different securities accounts, the
shares by which each proxy representative represents the shareholder shall be
identified in connection with the registration for the Annual General Meeting.

Possible proxy documents are requested to be delivered by mail to the address
Bittium Corporation, Annual General Meeting, Ritaharjuntie 1, 90590 Oulu,
Finland, or by e-mail to yhtiokokous@bittium.com before the last date for
registration. The proxy document may also be required to be presented at the
General Meeting.

Shareholders that are legal entities can also use the electronic Suomi.fi
authorization service to authorize their representative. In this case, the
shareholder authorizes the proxy representative it has appointed in the Suomi.fi
service at www.suomi.fi/e-authorizations using the authorization item
”Representation at the General Meeting”. The proxy representative must identify
themself with strong electronic authentication when registering in the General
Meeting service, and after that the electronic authorization is automatically
verified. Strong electronic identification works with Finnish online banking
credentials or a Finnish mobile certificate. More information is available at
www.suomi.fi/e-authorizations.

1. Advance voting

Shareholders who have a Finnish book-entry account or equity savings account may
vote in advance between March 28, 2025, 10:00 a.m. (CET +1) and April 30, 2025
4:00 p.m. (CET +1) on certain items on the agenda of the Annual General Meeting.

For nominee-registered shareholders, advance voting takes place through the
account manager of the custodian bank. The account manager may vote in advance
on behalf of the nominee-registered shareholders it represents in accordance
with their voting instructions during the registration period set for holders of
nominee-registered shares.

A shareholder who has voted in advance may exercise their right to request
information under the Finnish Limited Liability Companies Act, request a vote at
the Annual General Meeting or vote on a possible counterproposal only if they
are present at the Annual General Meeting in person or by proxy representation.

Advance voting can take place in the following ways:

a) on the company's website at www.bittium.com/agm

For natural persons, electronic advance voting requires strong electronic
authentication. A shareholder can register and vote in advance by logging in
with their own Finnish online banking credentials or a mobile certificate.

For shareholders that are legal entities, electronic advance voting does not
require strong electronic authentication. However, the shareholder shall provide
the number of its Finnish book-entry account and other information required. If
a shareholder that is a legal entity uses the electronic Suomi.fi authorization
service further described above, the registration requires strong electronic
authentication, which works with personal Finnish online banking credentials or
a mobile certificate.

b) by e-mail or mail;

A shareholder may submit the advance voting form available on the company's
website or corresponding information to Euroclear Finland Ltd by e-mail to
yhtiokokous@euroclear.com, or by mail to Euroclear Finland Ltd, Yhtiökokous /
Bittium Corporation, P.O. Box 1110, FI-00101 Helsinki, Finland.  The advance
voting form will be available on the company's website no later than at 10:00
a.m. on March 28, 2025.

When submitting the advance voting form, the statutory representative or
authorized proxy representative of a shareholder shall produce a dated proxy
document or otherwise in a reliable manner demonstrate their right to represent
the shareholder at the General Meeting.

If a shareholder participates in the Annual General Meeting by voting in
advance, the submission of votes before the end of the registration and advance
voting period constitutes due registration for the Annual General Meeting,
provided that the above-mentioned information required for registration is
provided. Advance votes must be received by the end of registration and advance
voting.

A proposal that is subject to advance voting shall be deemed to have been
presented without amendments at the General Meeting.

Instructions on electronic advance voting are also available on the company's
website at www.bittium.com/agm from 10:00 a.m. on March 28, 2025 at the latest.

1. Other information

The language of the Annual General Meeting is Finnish.  Pursuant to Chapter 5,
Section 25 of the Finnish Limited Liability Companies Act, a shareholder who is
present at the Annual General Meeting has the right to request information on
the matters to be considered at the meeting.

Changes in shareholdings after the record date of the Annual General Meeting do
not affect the right to participate in the Annual General Meeting or the number
of votes of the shareholder at the General Meeting.

On the date of this notice, Bittium Corporation has a total of 35,702,264 shares
and votes. On the date of this notice, the company holds 216,146 treasury shares
that do not entitle to participation in the General Meeting.

The information concerning the Annual General Meeting required under the Finnish
Limited Liability Companies Act and the Securities Markets Act is available on
the company's website at www.bittium.com/agm.

Oulu, Finland, March 28, 2025
Bittium Corporation
The Board of Directors

Further information:

Mr. Kari Jokela
CLO
Tel. +358 40 707 6504

Distribution

Nasdaq Helsinki Oy
Main media

Bittium

Bittium specializes in the development of reliable, secure communications and
connectivity solutions leveraging its 40-year legacy of expertise in advanced
radio communication technologies. Bittium provides innovative products and
services, customized solutions based on its product platforms and R&D services.
Complementing its communications and connectivity solutions, Bittium offers
proven information security solutions for mobile devices and portable computers.
Bittium also provides healthcare technology products and services for biosignal
measuring in the areas of cardiology and neurophysiology. Net sales in 2024 were
EUR 85.2 million and operating profit was EUR 8.6 million. Bittium is listed on
Nasdaq Helsinki. www.bittium.com

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