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Bittium Oyj : Annual General Meeting 2026 Meeting Minutes » (Bittium Corporation Minutes of Annual General Meeting 2026)
Bittium Oyj : Annual General Meeting 2026 Meeting Minutes » (Bittium Corporation Minutes of Annual General Meeting

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BITTIUM CORPORATION'S ANNUAL GENERAL MEETING Minutes 1/2026 Time 22 April 2026 from 1:00 p.m. to 2:04 p.m. (CEST+1) Venue Valla Conference Center, Itämerentori 2, 00180 Helsinki Present The shareholders set out in the list of votes adopted at the meeting ( Appendix 1) were present or represented at the meeting either at the meeting venue or by advance voting. Present at the Annual General Meeting were also the members of the company's Board of Directors, Erkki Veikkolainen, Riitta Tiuraniemi, Veli-Pekka Paloranta, Pekka Kemppainen, Jukka Harju and Raimo Jyväsjärvi, CEO Petri Toljamo, other company executives and group employees, attorney-at-law Mia Mokkila, the company's auditor with principal responsibility APA Sami Posti and meeting staff. Also present at the Annual General Meeting, without the right to speak or vote, were shareholders who had registered for the Annual General Meeting after the last registration date. OPENING OF THE MEETING Erkki Veikkolainen, Chair of the Board of Directors, opened the meeting. CALLING THE MEETING TO ORDER Mia Mokkila, attorney-at-law, was elected Chair of the General Meeting. The Chair called the company's General Counsel Kari Jokela as secretary of the General Meeting. It was noted that the General Meeting was held as a traditional General Meeting. The Chair explained the procedures for handling matters on the agenda of the meeting. It was noted that shareholders may follow the General Meeting via a remote connection, however following the meeting via a remote connection is not considered participation in the General Meeting or the exercise of shareholder rights. The Chair noted that shareholders had had the opportunity to vote in advance on certain items on the agenda of the General Meeting. It was noted that proposals for resolution that had been subject to advance voting are deemed to have been presented at the General Meeting without any changes. A summary list of the advance votes was attached to the minutes ( Appendix 2). It was noted that if, on the basis of the positions submitted in advance and presented at the meeting, it can be clearly established at the meeting that the required majority of votes and shares represented at the meeting supports the proposal made to the General Meeting, no vote or full counting of votes will, as a rule, be conducted on the agenda item. It was further noted that if no vote or full counting of votes is conducted on an agenda item, the number of opposing advance votes and advance abstentions will be recorded in the minutes in connection with each agenda item. Unless otherwise presented in the agenda items, the participants will be deemed to have supported the proposals made to the General Meeting. The Chair noted that approximately 62.8 per cent of the shares and votes registered for the meeting had participated in the advance voting. It was also noted that, for each agenda item, the majority of the advance votes cast were in favour of the proposed resolutions subject to advance voting. ELECTION OF PERSONS TO SCRUTINIZE THE MINUTES AND TO SUPERVISE THE COUNTING OF VOTES Ulla Kesti was elected as the person to scrutinize the minutes. Erik Ahnger and Timo Aapalahti were elected as the persons to supervise the counting of votes. RECORDING THE LEGALITY OF THE MEETING It was noted that the notice to the meeting had been published on the company's website and as a stock exchange release on 31 March 2026 and that the notice to the meeting including all proposals for resolutions, the financial statements and the remuneration report had been available on the company's website as of 31 March 2026. It was noted that the Annual General Meeting was duly convened in accordance with the Articles of Association and the Finnish Limited Liability Companies Act and that, therefore, the meeting was legal and constituted a quorum. The notice to the meeting ( Appendix 3 ) and the proposals mentioned in the notice to the General Meeting by the Board of Directors and the three largest owner-registered shareholders and the companies controlled by them ( Appendix 4 ) were attached to the minutes. RECORDING THE ATTENDANCE AT THE MEETING AND ADOPTION OF THE LIST OF VOTES It was noted that shareholders who had duly registered for the General Meeting before the expiration of the registration period and who had the right to attend the General Meeting under Chapter 5, Sections 6 and 6a of the Finnish Limited Liability Companies Act and who either had voted in advance before the expiry of the deadline for advance voting or attended the General Meeting at the meeting venue were recorded to have attended the meeting. The Chair noted that no technical or other problems or ambiguities related to advance voting or the meeting procedure in general have arisen. It was noted that the participation right of the shareholders who had voted in advance and the accuracy of the counting of votes had been reliably verified on the basis of information provided by Innovatics Oy and Euroclear Finland Oy. A list of attendees at the beginning of the meeting and a list of votes were presented, according to which 259 shareholders were represented at the General Meeting either by advance voting or at the meeting venue in person or by legal representative or proxy. It was noted that 11,888,861 shares and votes were represented at the beginning of the meeting, representing approximately 33.3 per cent of all shares and votes in the company. It was noted that on the record date for the General Meeting, the company held 186,248 treasury shares, which, in accordance with the Finnish Limited Liability Companies Act, do not entitle to participation in the General Meeting. It was noted that also present at the General Meeting were the Chair of the Board of Directors, Erkki Veikkolainen, Board members Riitta Tiuraniemi, Veli-Pekka Paloranta, Pekka Kemppainen, Jukka Harju and Raimo Jyväsjärvi, CEO Petri Toljamo, other company executives and group employees, attorney-at-law Mia Mokkila, the company's auditor with principal responsibility APA Sami Posti and meeting staff. It was noted that there were shareholders present at the General Meeting who had registered for the General Meeting after the last registration date. These persons were granted the right to be present at the meeting without the right to speak or vote. The voting list corresponding to the start of the meeting was confirmed and attached to the minutes ( Appendix 1). It was noted that the voting list would be confirmed to reflect the attendance situation at the start of any vote. 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 THE YEAR 2025 Petri Toljamo, the company's Chief Executive Officer, presented the CEO's review of the financial year 2025, as well as the company's financial statements, consolidated financial statements and the report of the Board of Directors for the financial year that ended on 31 December 2025. A discussion was held regarding the CEO's review. It was noted that the company's financial statements, consolidated financial statements, report of the Board of Directors including the corporate sustainability report, auditor's report and assurance report on the sustainability report had been available on the company's website from 31 March 2026. The financial statements were attached to the minutes ( Appendix 5). The company's auditor with principal responsibility presented the auditor's report. As the company's principal sustainability reporting assurer APA Tiina Puukkoniemi was unable to attend the General Meeting, the company's auditor with principal responsibility as a representative of the sustainability audit firm presented the assurance report on the sustainability report. The report of the Board of Directors, financial statements and consolidated financial statements, the auditor's report and the assurance report on the sustainability report were noted as having been presented. ADOPTION OF THE FINANCIAL STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENTS It was noted that the Board of Directors had proposed to the General Meeting ( Appendix 4) that the General Meeting adopts the financial statements and the consolidated financial statements. The General Meeting adopted the financial statements including the consolidated financial statements for the financial year 1 January 2025 - 31 December 2025. It was recorded that, under this item, there were 12 opposing votes and 11,825 abstaining votes by shareholders who had voted in advance. RESOLUTION ON THE USE OF THE PROFIT SHOWN ON THE BALANCE SHEET AND THE DISTRIBUTION OF DIVIDEND It was noted that the distributable funds of Bittium Corporation were EUR 113,366,682 at the end of the financial year 2025, of which EUR 1,629 constituted profit for the financial year. It was noted that the Board of Directors had proposed to the Annual General Meeting ( Appendix 4) that a dividend of EUR 0.15 per share be paid based on the balance sheet to be adopted for the financial year from 1 January 2025 to 31 December 2025. The dividend will be paid to a shareholder who, on the record date for the dividend payment, 24 April 2026, is registered in the shareholders' register maintained by Euroclear Finland Ltd. The Board of Directors had proposed that the dividend payment date be 4 May 2026. It was noted that the Board of Directors had also proposed that the General Meeting authorize the Board of Directors to decide, at its discretion, on the payment of an extraordinary dividend of EUR 0.15 per share, by 30 September 2026. The Board of Directors expects that this discretionary extraordinary dividend will be paid, unless there is a significant change in the business environment during the year 2026. The company will publish any possible decisions on dividend payment by the Board of Directors separately and simultaneously confirm the dividend record and payment dates. It was noted for the sake of clarity that the dividend would be paid from retained earnings. The General Meeting resolved on the use of the profit shown on the balance sheet and the distribution of dividend in accordance with the proposal of the Board of Directors. It was recorded that, under this item, there were 17,295 opposing votes by shareholders who had voted in advance. RESOLUTION ON THE DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE CEO FROM LIABILITY FOR THE FINANCIAL YEAR 1 JANUARY 2025 - 31 DECEMBER 2025 It was noted that the discharge from liability for the financial year 2025 concerns all persons who have acted as members of the Board of Directors or as Chief Executive Officer during the financial period. The General Meeting resolved to discharge from liability the persons who had acted as members of the Board of Directors or as Chief Executive Officer during the financial period 1 January 2025 - 31 December 2025. It was recorded that, under this item, there were 12 opposing votes and 11,825 abstaining votes by shareholders who had voted in advance. CONSIDERATION OF THE REMUNERATION REPORT FOR GOVERNING BODIES It was noted that the company's remuneration report for the governing bodies had been available on the company's website as of 31 March 2026. The remuneration report was attached to the minutes ( Appendix 6). It was noted that the Board of Directors had proposed to the General Meeting ( Appendix 4) that the General Meeting approve the remuneration report of the company's governing bodies for the financial year 2025. The resolution of the General Meeting on the approval of the remuneration report is advisory. The General Meeting resolved to approve the remuneration report. The resolution is advisory. It was recorded that, under this item, there were 1,411,282 opposing votes and 558 abstaining votes by shareholders who had voted in advance. RESOLUTION ON THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS It was noted that the three largest owner-registered shareholders and the companies controlled by them had proposed to the Annual General Meeting ( Appendix 4) that the remunerations be increased and that the following monthly remuneration be paid to the Board members to be elected for the term ending at the end of the next Annual General Meeting (current remuneration in parentheses): EUR 4,400 (EUR 3,150) to the Chair of the Board of Directors and EUR 2,500 (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: Chair of the Board EUR 1,000 (EUR 875) per meeting and other members of the Board of Directors EUR 600 (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 Chair of the Committee EUR 750 (EUR 600) per meeting and the other members of the Committee EUR 500 (EUR 400) per meeting. 50% of the total monthly remuneration of the members of the Board of Directors will be paid in a single instalment through a share issue of the company's treasury shares, directed to the members of the Board of Directors six business days after the publication of the company's business review for 1 January - 30 September 2026 and the valuation of which is based on the five trading-day volume-weighted average price of the Bittium Oyj share on Nasdaq Helsinki following the publication of the company's business review for 1 January - 30 September 2026. In addition, the travel expenses of the members of the Board of Directors will be compensated in accordance with the company's travel policy. The General Meeting resolved to approve the remuneration of the members of the Board of Directors in accordance with the proposal. It was recorded that, under this item, there were 12 opposing votes and 10,615 abstaining votes by shareholders who had voted in advance. RESOLUTION ON THE NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS It was noted that in accordance with the Articles of Association, the Board of Directors consists of three to seven (3-7) ordinary members. In addition, the Board of Directors may consist of one to three (1-3) deputy members. The term of office of the Board of Directors ends at the end of the next Annual General Meeting following the election. It was noted that the three largest owner-registered shareholders and the companies controlled by them had proposed to the General Meeting ( Appendix 4) that the number of members of the Board of Directors be confirmed as six (6). The General Meeting resolved to confirm the number of Board members as six (6) ordinary members in accordance with the proposal. It was recorded that, under this item, there were 12 abstaining votes by shareholders who had voted in advance. ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS It was noted that the three largest owner-registered shareholders and the companies controlled by them had proposed to the General Meeting ( Appendix 4) that for a term of office ending at the end of the next Annual General Meeting following the election, Erkki Veikkolainen, Riitta Tiuraniemi, Veli-Pekka Paloranta, Pekka Kemppainen, Jukka Harju and Raimo Jyväsjärvi be re-elected as members of the Board of Directors. The composition of the Board of Directors is to be considered as a whole. All candidates had given their consent to the positions. The Annual General Meeting resolved to elect the proposed persons as members of the Board of Directors. It was recorded that, under this item, there were 1,831,093 abstaining votes by shareholders who had voted in advance. RESOLUTION ON THE REMUNERATION OF THE AUDITOR It was noted that, based on the recommendation of the Audit Committee, the Board of Directors had proposed to the General Meeting ( Appendix 4 ) that the remuneration of the auditor to be elected be paid according to the auditor's reasonable invoice. The General Meeting resolved on the auditor's remuneration in accordance with the proposal of the Board of Directors. It was recorded that, under this item, there were 14,962 opposing votes and 12 abstaining votes by shareholders who had voted in advance. ELECTION OF THE AUDITOR It was noted that, based on the recommendation of the Audit Committee, the Board of Directors had proposed to the General Meeting ( Appendix 4) that audit firm PricewaterhouseCoopers Oy be elected as the auditor for the term of office ending at the end of the Annual General Meeting following the election. PricewaterhouseCoopers Oy had announced that APA Sami Posti would continue as the principal auditor. The General Meeting resolved on the election of the auditor in accordance with the proposal of the Board of Directors. It was recorded that, under this item, there were 2,691 abstaining votes by shareholders who had voted in advance. RESOLUTION ON THE REMUNERATION OF THE SUSTAINABILITY REPORTING ASSURANCE PROVIDER It was noted that, based on the recommendation of the Audit Committee, the Board of Directors had proposed to the General Meeting ( Appendix 4) that the remuneration of the sustainability reporting assurance provider be paid according to the assurance firm's invoice approved by the company, provided that the sustainability report is prepared. The General Meeting resolved on the sustainability reporting assurance provider's remuneration in accordance with the proposal of the Board of Directors. It was recorded that, under this item, there were 12 abstaining votes by shareholders who had voted in advance. ELECTION OF THE SUSTAINABILITY REPORTING ASSURANCE PROVIDER It was noted that, on the recommendation of the Audit Committee, the Board of Directors had proposed to the Annual General Meeting ( Appendix 4 ) 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. PricewaterhouseCoopers Oy had announced that APA Tiina Puukkoniemi would continue as the principal assurer. In connection with the proposed national legislative amendment relating to the directive amending the European Union's sustainability reporting obligations, the sustainability reporting obligations in force on the date of the notice to the General Meeting may no longer apply to the Company for the financial year 2026. Therefore, the Board of Directors had proposed that the election of the sustainability reporting assurer be made conditional so that the election shall only become effective if the Company is, pursuant to the applicable legislation at the end of the financial year 2026, obligated to prepare a sustainability report for the financial year 2026 and to obtain assurance thereof. The General Meeting resolved on the election of the sustainability reporting assurance provider in accordance with the proposal of the Board of Directors. It was recorded that, under this item, there were 12 abstaining votes by shareholders who had voted in advance. AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE REPURCHASE OF THE COMPANY'S OWN SHARES It was noted that the Board of Directors had proposed to the General Meeting ( Appendix 4) 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 7 May 2025 to decide on the repurchase of the company's own shares. The authorization is valid until 30 June 2027. The General Meeting resolved, in accordance with the proposal of the Board of Directors, to authorize the Board of Directors to decide on the repurchase of the company's own shares. It was recorded that, under this item, there were 570 opposing votes by shareholders who had voted in advance. AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE ISSUANCE OF SHARES AND SPECIAL RIGHTS ENTITLING TO SHARES It was noted that the Board of Directors had proposed to the Annual General Meeting ( Appendix 4) that the Board 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 treasury shares held by the company. The issuance of shares and special rights entitling to shares may deviate from the shareholders' pre-emptive subscription rights (directed issue). The authorization revokes the authorization given by the Annual General Meeting on 7 May 2025 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 30 June 2027. The General Meeting resolved, in accordance with the proposal of the Board of Directors, to authorize the Board of Directors to decide on the issuance of shares and the issuance of special rights entitling to shares. It was recorded that, under this item, there were 10,211 opposing votes by shareholders who had voted in advance. CLOSING OF THE MEETING It was noted that the resolutions adopted at the General Meeting were supported by all shareholders present, unless otherwise indicated in the minutes. The Chair noted that all items on the agenda had been attended to and that the minutes of the General Meeting will be available on the company's website as of 6 May 2026 at the latest. The Chair closed the meeting at 2:04 p.m. In fidem Mia Mokkila Chair of the General Meeting Kari Jokela Secretary The minutes scrutinized and approved Ulla Kesti APPENDICES List of attendees and list of votes Summary of the advance votes Notice to the General Meeting Proposals to the General Meeting Financial statements, auditor's report and assurance report on the sustainability report Remuneration report for the governing bodies
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