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2015-04-29

Elektrobit Oyj: Notice to the Extraordinary General Meeting of Elektrobit Corporation (EB)

Stock exchange release

Free for publication on April 29, 2015 at 8.00 am. (CEST+1)
Notice to the Extraordinary General Meeting of Elektrobit Corporation (EB)

This announcement is not for publication, release or distribution in
Australia, Canada or Japan.

Notice is given to the shareholders of Elektrobit Corporation to an
Extraordinary General Meeting to be held on Thursday, 11 June 2015 at 1 pm.
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
pm.

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. Resolution on a partial demerger
The Board of Directors of Elektrobit Corporation has on 18 February 2015
approved a demerger plan which has been registered with the Trade Register of
the Finnish Patent and Registration Office on 19 February 2015. Elektrobit
Corporation intends to implement a partial demerger in which part of its
assets, debts and obligations will be transferred in a manner set forth in
the demerger plan to Bittium Corporation, a company to be established in the
demerger.
The Board of Directors of Elektrobit Corporation proposes that the General
Meeting resolve on the partial demerger of Elektrobit Corporation in
accordance with the demerger plan. The shares in Elektrobit group
subsidiaries engaged in the Wireless business as well as other assets, debts
and liabilities relating to this business will be transferred to Bittium
Corporation in the manner described in the demerger plan. For each share
owned in Elektrobit Corporation, shareholders of Elektrobit Corporation will
receive one (1) share in Bittium Corporation as demerger consideration.
Bittium Corporation's Articles of Association, which are attached as an
appendix to the demerger plan, will be approved as part of the demerger
resolution. After the partial demerger, Elektrobit Corporation will continue
the Automotive business.
In accordance with the demerger plan as a part of the demerger, Article 1 of
Elektrobit Corporation's Articles of Association concerning the company's
domicile is to be amended so that the domicile of the company is changed to
Helsinki instead of the current domicile of Oulu and Elektrobit Corporation's
share capital will be decreased by EUR 2,000,000 in order to distribute
funds to Bittium Corporation and by EUR 7,941,269 in order to transfer funds
to Elektrobit Corporation's fund for invested unrestricted equity. The
amendment of the Articles of Association and the decrease of share capital
will come into effect when the implementation of the demerger is registered.
7. Resolution on the remuneration of the members of Bittium Corporation's
Board of Directors
Proposal for the remuneration to members of Bittium Corporation's Board of
Directors will be made by Elektrobit Corporation's Board of Directors before
the Extraordinary General Meeting. The proposal will be published on the
company's website and as a stock exchange release.
8. Resolution on the number of members of Bittium Corporation's Board of
Directors
Proposal for the number of members of Bittium Corporation's Board of Directors
will be made by Elektrobit Corporation's Board of Directors before the
Extraordinary General Meeting. The proposal will be published on the
company's website and as a stock exchange release.
9. Election of members of the Board of Directors
Proposal for the members of Bittium Corporation's Board of Directors will be
made by Elektrobit Corporation's Board of Directors before the Extraordinary
General Meeting. The proposal will be published on the company's website and
as a stock exchange release.

10. Resolution on the remuneration of Bittium Corporation's auditor
Proposal for the remuneration for Bittium Corporation's auditor will be made
by Elektrobit Corporation's Board of Directors before the Extraordinary
General Meeting. The proposal will be published on the company's website and
as a stock exchange release.

11. Election of Bittium Corporation's auditor
Proposal for Bittium Corporation's auditor will be made by Elektrobit
Corporation's Board of Directors before the Extraordinary General Meeting.
The proposal will be published on the company's website and as a stock
exchange release.

12. Authorizing Bittium Corporation's Board of Directors to decide on the
repurchase of own shares
Elektrobit Corporation's Board of Directors proposes to the General Meeting
that Bittium Corporation's Board of Directors is authorized to decide on the
repurchase of the Bittium Corporation's own shares as follows:
A maximum of 12,500,000 shares may be repurchased, which is estimated to
correspond to approximately 9.45 per cent of all the shares in Bittium
Corporation after the implementation of the demerger. Only the unrestricted
equity of the company can be used to repurchase own shares on the basis of
the authorization.
Own shares can be repurchased at a price formed in the public trading on the
date of the repurchase or otherwise at a price formed on the market.
Bittium Corporation's Board of Directors decides how own shares will be
repurchased. Own shares can be repurchased using, inter alia, derivatives.
Own shares can be repurchased otherwise than in proportion to the
shareholdings of the shareholders (directed repurchase).
The authorization is effective until 30 June 2016.
Bittium Corporation's Board of Directors is permitted to make a decision based
on this authorization only after the implementation of the demerger.
13. Authorizing Bittium Corporation's Board of Directors to decide on the
issuance of shares as well as the issuance of special rights entitling to
shares
Elektrobit Corporation's Board of Directors proposes to the General Meeting
that Bittium Corporation's Board of Directors be authorized to decide on the
issuance of shares as well as the issuance of other special rights entitling
to shares referred to in chapter 10, section 1 of the Companies Act as
follows:
The maximum number of Bittium Corporation shares to be issued based on the
authorization is 25,000,000, which is estimated to correspond to
approximately 18.90 per cent of all the shares in Bittium Corporation after
the implementation of the demerger.
Bittium Corporation's Board of Directors decides on all conditions of the
issuance of shares and of special rights entitling to shares. The
authorization concerns both the issuance of new shares as well as the
transfer of treasury shares. The issuance of shares and of special rights
entitling to shares may be carried out in deviation from the shareholders'
pre-emptive rights (directed issue).
The authorization is effective until 30 June 2016.
Bittium Corporation's Board of Directors is permitted to make a decision based
on this authorization only after the implementation of the demerger.
14. Resolution on the number of Elektrobit Corporation's Board members and on
changes to the composition of the Board
Proposal for changes in the number and composition of Elektrobit Corporation's
Board members will be made by Elektrobit Corporation's Board of Directors
before the Extraordinary General Meeting. The proposal will be published on
the company's website and as a stock exchange release.
15. Closing of the meeting

B. DOCUMENTS OF THE GENERAL MEETING

Demerger plan, Elektrobit Corporation's financial statements, annual reports
and auditor's reports for 2012, 2013 and 2014, minutes of the Annual General
Meeting held on 15 April 2015, proposals of the Board of Directors to the
Extraordinary General Meeting regarding items 12 and 13, statement of the
Board of Directors on events that have occurred after the annual report and
that have an essential effect on the state of the company and as well as this
notice to the General Meeting are available on Elektrobit Corporation's
website www.elektrobit.com. The proposals 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. The interim report for 1 January - 31 March 2015 will be available
on the above mentioned website when it has been prepared.

Proposals of the Board of Directors for items 7, 8, 9, 10, 11 and 14 will be
available on the above mentioned website when they have been prepared.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

1. Shareholders registered in the shareholders' register
Each shareholder, who is registered on Monday 1 June 2015 in the shareholders'
register of the company held by Euroclear Finland Ltd, has the right to
participate in the 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 General Meeting, shall register for the
meeting no later than on Monday 8 June 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.elektrobit.com, as from 29 April 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 Elektrobit 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 Elektrobit Corporation is used only in connection with the 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 General Meeting.
2. 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 Monday,
June 1, 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
General Meeting requires, in addition, that the shareholder on the ba...

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