Bittium Corporation´s Annual General Meeting 2022
Notice is given to the shareholders of Bittium Corporation to participate in the Annual General Meeting to be held on Wednesday April 6, 2022 at 13.00 (CEST+1) in the Company´s headquarters at Ritaharjuntie 1, 90590 Oulu, Finland. In order to prevent the spread of the coronavirus pandemic and to prepare for unpredictable changes in the pandemic situation, the Annual General Meeting will be held without shareholders´ and their proxy representatives´ presence at the meeting venue. Shareholders of the Company and their proxy representatives may participate in the meeting and exercise shareholder rights only through voting in advance as well as by making counterproposals and presenting questions in advance. Instructions for shareholders are presented in this notice under section C. “Instructions for the participants in the Annual General Meeting´.
The Board of Directors of the Company has resolved on the exceptional procedure for the meeting based on the temporary legislative act (375/2021) to limit the spread of the coronavirus pandemic. The Company has resolved to take actions enabled by the act in order to hold the meeting in a predictable manner, taking into account the health and safety of the Company‘s shareholders, personnel and other stakeholders.
Instructions for the Participants:
In order to prevent the spread of the coronavirus pandemic and to prepare for unpredictable changes in the pandemic situation, the General Meeting will be organized so that the shareholders and their proxies are not allowed to be present at the General Meeting venue. Shareholders and their proxies cannot participate in the General Meeting through real-time telecommunications either. Shareholders and their proxies can participate in the General Meeting and use their shareholder rights only by voting in advance and by submitting counterproposals and asking questions in advance in the manner instructed below.
1. Shareholders Registered in the Shareholders´ Register
Each shareholder who is registered on the record date of the General Meeting, Friday March 25, 2022, in the shareholders´ register of the Company kept by Euroclear Finland Ltd is entitled to participate in the General Meeting. A shareholder, whose shares are registered on his/her Finnish book-entry account, is registered in the Register of Shareholders of the Company. Shareholders cannot participate in the General Meeting by any other means than voting in advance in the manner instructed below as well as by submitting counterproposals and asking questions in advance.
2. Registration and Advance Voting
Registration for the General Meeting and advance voting will begin on March 22, 2022, at 10.00 a.m. following the deadline for submitting counterproposals. A shareholder with a Finnish book-entry account, who wishes to participate in the General Meeting, must register for the General Meeting and vote in advance no later than by March 31, 2022, at 4.00 p.m. by which time the registration and votes need to have been received.
When registering, requested information such as the name, personal identification number, address, and telephone number of the shareholder as well as requested information on a possible proxy representative such as the name and personal identification number of the proxy representative must be provided. The personal data given by the shareholder to Bittium Corporation and Euroclear Finland Oy will be used only in connection with the General Meeting and with the processing of related registrations.
A shareholder, who has a Finnish book-entry account, may register and vote in advance on certain items on the agenda of the General Meeting from 10.00 a.m. on March 22, 2022 until 4.00 p.m. on March 31, 2022 by the following means:
a) through the website at
www.bittium.com/agm
The Finnish personal identity code or business ID and book-entry account number of the shareholder is needed for voting in advance. When a shareholder who is individual logs in to Euroclear Finland Oy´s service via the Company´s website, he or she is directed to strong electronic identification. For shareholders that are legal persons strong electronic identification is not required. However, shareholders that are legal persons must notify their book-entry account number and other required information. If the shareholders that are legal persons use the electronic Suomi.fi e-authorization, registration requires a strong electronic authentication of the authorized person, which works with bank IDs or a mobile certificate.
b) by mail or email
A shareholder may send the advance voting form available on the Company´s website or corresponding information to Euroclear Finland Oy by letter to Euroclear Finland Oy, Yhtiökokous, P.O. Box 1110, FI-00101 Helsinki or by email at [email protected]. If the shareholder participates in the General Meeting by sending the votes in advance by mail or email to Euroclear Finland Oy, this constitutes registration for the General Meeting, if the shareholder simultaneously provides the information required for registration mentioned above.
Instructions relating to the advance voting may be found on the Company´s website www.bittium.com/agm. Further information is available by telephone at +358 40 344 3322 from Monday to Friday at 9.00 a.m. to 3.00 p.m.
3. Proxy Representatives and Powers of Attorney
A shareholder may participate in the General Meeting and use his/her rights by proxy. The proxy representative of a shareholder may participate in the General Meeting only by voting in advance on behalf of the shareholder in the manner instructed above.
A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. Should a shareholder participate in the General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.
Possible proxy documents should be delivered by regular mail to Euroclear Finland Oy, Yhtiökokous, PL 1110, FI-00101 Helsinki, Finland or by e-mail to [email protected] before the end of the registration period, by which time the documents must be received by Euroclear Finland Oy.
Shareholders that are legal persons can also use the electronic Suomi.fi authorization service instead of a traditional proxy authorization document in Euroclear Finland´s general meeting service. In this case, the shareholder that is a legal person authorizes an assignee nominated by it in the Suomi.fi service at www.suomi.fi/e-authorizations using the authorization topic “Representation at the General Meeting´. The assignee must identify himself or herself with strong electronic authentication in Euroclear Finland´s general meeting service when registering, after which the electronic authorization is automatically checked. The strong electronic authentication works with personal banking IDs or a mobile certificate. More information on www.suomi.fi/e-authorizations.
4. Holders of Nominee Registered Shares
A holder of nominee-registered shares has the right to participate in the General Meeting by virtue of such shares, based on which he/she on the record date of the General Meeting Friday March 25, 2022, would be entitled to be registered in the Register of Shareholders of the Company held by Euroclear Finland Oy. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders´ register held by Euroclear Finland Oy at the latest by Friday April 1, 2022 by 10.00 a.m. As regards nominee-registered shares this constitutes due registration for the General Meeting.
A holder of nominee-registered shares is advised to request without delay necessary instructions regarding the temporary registration in the Register of Shareholders of the Company, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank. The account management organization of the custodian bank shall temporarily register a holder of nominee-registered shares into the Register of Shareholders of the Company at the latest by the time stated above. In addition, the account management organization of the custodian bank shall arrange advance voting on behalf of a nominee-registered shareholder within the registration period applicable to nominee-registered shares.
5. Other instructions
Shareholders who hold at least one hundredth of all the shares in the Company have a right to make a counterproposal concerning the items on the agenda of the General Meeting to be placed for a vote. Such counterproposals are required to be sent to the Company by email to [email protected] no later than by March 21, 2022 at 12.00 noon. In connection with making a counterproposal, shareholders are required to provide adequate evidence of shareholding. The counterproposal will be placed for a vote subject to the shareholder having the right to participate in the General Meeting and that the shareholder holds at least one hundredth of all shares in the Company on the record date of the General Meeting. Should the counterproposal not be placed for a vote at the General Meeting, advance votes in favour of the proposal will not be taken into account. The Company will publish possible counterproposals to be put to a vote on the Company´s website at www.bittium.com/agm by no later than March 22, 2022.
A shareholder has the right to ask questions referred to in Chapter 5, Section 25 of the Finnish Limited Liability Companies Act with respect to the matters to be considered at the General Meeting. Such questions must be sent by email to [email protected] no later than March 25, 2022, at 10.00 a.m. Such questions from shareholders, the Company´s management´s answers to them, and any counterproposals that have not been placed for a vote are available on the Company´s website www.bittium.com/agm on March 28, 2022, at the latest. In connection with asking questions and making counterproposals, shareholders are required to provide adequate evidence of shareholding.
Information on the General Meeting required by the Finnish Limited Liability Companies Act and the Securities Markets Act is available on the Company´s website at www.bittium.com/agm
On the date of this notice, February 10, 2022, of the General Meeting the total number of shares in Bittium Corporation and votes represented by such shares is 35,702,264. On the date of this notice to the General Meeting the Company does not hold any of its own shares.
Changes in the number of shares held after the record date of the General Meeting shall not have an effect on the right to participate the General Meeting nor on the number of votes held by a shareholder in the General Meeting.
Documents of the General Meeting
The proposals for the resolutions on the matters on the agenda of the General Meeting, and the notice, the Company´s Remuneration Report and the Annual Report of Bittium Corporation, which includes the Company´s Annual Accounts, the Consolidated Annual Accounts, the Annual Report of the Board of Directors and the Auditor´s Report, are available on the website at www.bittium.com/agm latest on March 16, 2022. The minutes of the General Meeting will be available on the above-mentioned website latest on April 20, 2022.