Bittium Corporation’s Annual General Meeting 2024
Notice is given to the shareholders of Bittium Corporation to the Annual General Meeting to be held on Wednesday, April 10, 2024, 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
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, March 27, 2024, 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 February 19, 2024 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 4, 2024 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 February 19, 2024;
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 [email protected].
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 Oy 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.
2. 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 March 27, 2024. 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 April 5, 2024, 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.
3. 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 should be delivered by mail to the address Bittium Corporation, Annual General Meeting, Ritaharjuntie 1, 90590 Oulu, Finland, or by e-mail to [email protected] 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.
4. Advance voting
Shareholders who have a Finnish book-entry account or equity savings account may vote in advance between February 19, 2024 10:00 a.m. (CET +1) and April 4, 2024 4:00 p.m. (CEST +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 Oy by e-mail to
[email protected], or by mail to Euroclear Finland Oy, 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 19 February 2024.
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 February 19, 2024 at the latest.
5. 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.
Documents of the Annual General Meeting
The 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 Report of the Board of Directors and the Auditor’s Report as well as the Corporate Governance Statement, are available on the above-mentioned website no later than on March 20, 2024. The resolution proposals and the other 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 April 24, 2024.