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2015-08-24

Bittium Oyj: Notice to the Extraordinary General Meeting of Bittium Corporation

Stock Exchange Release

Free for publication on August 24, 2015 at 8.04 am
Notice to the Extraordinary General Meeting of Bittium Corporation

Notice is given to the shareholders of Bittium Corporation to an Extraordinary
General Meeting to be held on Monday, September 14, 2015 at 1 p.m. at the
University of Oulu, Saalastinsali, at the address Pentti Kaiteran katu 1,
90570 Oulu, Finland. The reception of persons who have registered for the
General Meeting and the distribution of voting tickets will start at 12.30
p.m.

A. MATTERS ON THE AGENDA OF THE GENERAL MEETING

At the General Meeting, the following matters will be considered:

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 for the period January 1, - July
1, 2015, the report of the Board of Directors and the auditor's report

7. Adoption on the financial statements for the period January 1, - July 1,
2015

8. Resolution on the repurchase of own shares and stock options entitling to
shares

The Board of Directors proposes to the Extraordinary General Meeting that the
Extraordinary General Meeting would decide on the repurchase of the company's
own shares and stock options 2008C entitling to shares by means of a
voluntary public tender offer made to all shareholders and holders of stock
options 2008C.

The offer would be made for a maximum of 124,747,351 shares and a maximum of
252,648 stock options 2008C. The maximum numbers of shares and stock options
to be repurchased have been determined on the basis of the number of all
shares and stock options of the company so that the offer would cover the
same relative proportion of all shares and stock options taking into
consideration the 277,005 shares to be registered on the Finnish trade
register on or about September 1, 2015 which have been subscribed for on the
basis of the stock options 2008C, the subscriptions of which the company has
approved on August 20, 2015, and the corresponding decrease in the number of
stock options.

The offer would be executed only for the part that the consideration payable
for the shares is a maximum of EUR 593,797,392.67 in the aggregate and for
the part that the consideration payable for the stock options is a maximum of
EUR 1,202,607.33. The offer would not be made for shares or stock options
held by the company or its subsidiaries. As at the date of this notice to the
General Meeting, the company or its subsidiaries do not hold any such shares
or stock options.

If the number of offered shares or stock options exceeds the maximum number in
accordance with the terms and conditions of the offer, the offer would be
accepted for each shareholder and holder of stock options having accepted the
offer in proportion of the shares and/or stock options offered by such
shareholders and/or holders of stock options rounded down per book-entry
account to the previous whole share per each book-entry account.

The price payable for the shares to be repurchased would be determined on the
basis of the fair value of the company's share before the commencement of the
offer period of the repurchase offer. The price payable for a stock option
would be determined on the basis of the price payable for a share subtracted
with the subscription price of a share pursuant to a stock option.

Only profit and retained earnings included in the company's financial
statements dated July 1, 2015 would be used for the repurchase of shares and
stock options.

According to the proposal, the shares and stock options to be repurchased
would become null and void as a part of the execution of the repurchase offer
in a way that the shares and stock options to be repurchased would not become
in the company's possession at any stage.

The proposal of the Board of Directors is available in its entirety on the
company's website on August 24, 2015 at the latest.

9. Election of members of the Board of Directors

Shareholders representing in the aggregate approximately 40.11 per cent of all
the shares in the company propose to the Extraordinary General Meeting that
for a term commencing on November 5, 2015 and continuing until the close of
the next Annual General Meeting, Kirsi Komi, Juha Putkiranta and Seppo
Mäkinen be elected as new members of the Board of Directors. The new members
of the Board of Directors would replace current members of the Board of
Directors, Jorma Halonen, Juha Hulkko and Seppo Laine, who have notified that
they will leave the Board of Directors when the term of the new members
commences. No other changes are proposed to the composition of the Board of
Directors.

The new members of the Board of Directors would be paid remuneration on the
basis of the decision of the Annual General Meeting held on April 15, 2015
and in proportion to the remaining term of the current Board of Directors
after the commencement of the term of the new members of the Board of
Directors.

Information about the experience and former positions of those who are
proposed as new members of the Board of Directors are available at the end of
this release and on Bittium Corporation's website at www.bittium.com.

10. Closing of the meeting

B. DOCUMENTS OF THE GENERAL MEETING

Proposal of the Board of Directors to the Extraordinary General Meeting, the
financial statements for the period January 1, - July 1, 2015, the report of
the Board of Directors, the auditor's report as well as this notice to the
General Meeting are available on Bittium Corporation's website
www.bittium.com. The proposal for decisions and other documents mentioned
above are also available at the General Meeting, and copies of these
documents and of this notice will also be sent to shareholders upon request.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

1. Shareholders registered in the shareholders' register

Each shareholder, who is registered on September 2, 2015 in the shareholders'
register of the company held by Euroclear Finland Ltd, has the right to
participate in the Extraordinary General Meeting. A shareholder, whose shares
are registered on his/her personal Finnish book-entry account, is registered
in the shareholders' register of the company.

A shareholder, who is registered in the shareholders' register of the company
and who wants to participate in the Extraordinary General Meeting, shall
register for the meeting no later than on September 9, 2015 by 10:00 a.m. by
giving a prior notice of participation. The notice has to be received by the
company before the end of the registration period. Such notice can be given:

a) on the company's website www.bittium.com, as from August 24, 2015 at 8.00
a.m.;

b) by telephone +358 40 344 3322 or +358 40 344 5425 on weekdays between 9.00
a.m. and 3.00 p.m.;

c) by telefax +358 8 343 032; or

d) by regular mail to the address Bittium Oyj, Yhtiökokous, Tutkijantie 8,
90590 Oulu.

In connection with the registration, a shareholder shall notify his/her name,
personal identification number or business identity code, address, telephone
number and the name of a possible assistant or proxy representative and the
personal identification number of a proxy representative. The personal data
given to Bittium Corporation is used only in connection with the
Extraordinary General Meeting and with the processing of related
registrations.

The shareholder, his/her authorized representative or proxy representative
shall, where necessary, be able to prove his/her identity and/or right of
representation at the Extraordinary General Meeting.

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the
Extraordinary General Meeting by virtue of such shares, based on which he/she
on September 2, 2015 would be entitled to be registered in the shareholders'
register of the company held by Euroclear Finland Ltd. The right to
participate in the Extraordinary 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 Ltd at the latest
on September 9, 2015 by 10:00 a.m. As regards nominee registered shares this
constitutes due registration for the Extraordinary General Meeting.

A holder of nominee registered shares is advised to request without delay the
necessary instructions regarding registration in the temporary shareholder's
register, the issuing of proxy documents and registration for the
Extraordinary General Meeting from his/her custodian bank. The account
management organization of the custodian bank has to register a holder of
nominee registered shares, who wants to participate in the Extraordinary
General Meeting, into the temporary shareholders' register of the company at
the latest by the time stated above.

Further information on the Extraordinary General Meeting and participation in
the Extraordinary General Meeting is available on the company's website
www.bittium.com.

3. Proxy representative and powers of attorney

A shareholder may participate in the Extraordinary General Meeting and
exercise his/her rights at the meeting by way of proxy representation. A
proxy representative shall produce a dated proxy document or otherwise in a
reliable manner demonstrate his/her right to represent the shareholder. If a
shareholder participates in the Extraordinary 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 Extraordinary General Meeting.

Possible proxy documents should be delivered in originals to the address
Bittium Oyj, Yhtiökokous, Tutkijantie 8, 90590 Oulu, Finland, before the end
of the registration period.

4. Other information

Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is
present at the General Meeting has the right to request information with
respect to the matters to be considered at the meeting.

On the date of this notice to the Extraordinary General Meeting August 24,
2015, the total number of shares and votes in Bittium Corporation is
132,541,025.

Oulu, August 24, 2015

Bittium Corporation

Board of Directors

Further Information:

Hannu Huttunen

CEO

Bittium Corporation

Tel. +358 40 344 5466

Kari Jokela

Chief Legal Office...

Författare Hugin

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