Bittium Oyj: Decisions of Bittium Corporation's Annual General Meeting and the Organizing Meeting of the Board of Directors

Bittium Corporation
Decisions of the general meeting

Decisions of Bittium Corporation's Annual General Meeting and the Organizing Meeting of the Board of Directors

Bittium Corporation stock exchange release on 22 April 2026 at 3.30 pm (CEST+1)

The Annual General Meeting of Bittium Corporation was held on 22 April 2026, in Helsinki.

The Annual General Meeting approved the financial statements and the consolidated financial statements for the year 2025, discharged the company's members of the Board of Directors and the CEO from liability for the financial year ended 31 December 2025, and gave an advisory resolution on the approval of the remuneration report for governing bodies.

The minutes of the Annual General Meeting will be available on Bittium Corporation's website at https://www.bittium.com/agm no later than 6 May 2026.

Resolution on the use of the profit shown on the balance sheet and the distribution of dividend

The Annual General Meeting resolved that, based on the balance sheet for the financial year 1 January - 31 December 2025, a dividend of EUR 0.15 per share will be distributed. 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 dividend will be paid on 4 May 2026.

Furthermore, the Annual General Meeting authorized 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 will simultaneously confirm the dividend record and payment dates.

All the shares in the company are entitled to the dividend, except for own shares possibly held by the company on the dividend record date.

Election and remuneration of the members of the Board of Directors

The Annual General Meeting confirmed that the Board of Directors shall comprise six (6) members. Erkki Veikkolainen, Riitta Tiuraniemi, Veli-Pekka Paloranta, Pekka Kemppainen, Jukka Harju, and Raimo Jyväsjärvi, were re-elected as members of the Board of Directors for a term of office expiring at the end of the next Annual General Meeting.

The Annual General Meeting resolved that the remunerations be increased and that the following monthly remuneration be paid to the elected members of the Board of Directors (previous remuneration in parentheses): EUR 4,400 (EUR 3,150) to the Chairman 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: Chairman 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 Chairman 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.

The travel expenses of the members of the Board of Directors will be compensated in accordance with the company's travel policy.

Election and remuneration of the auditor

The audit firm PricewaterhouseCoopers Oy was elected auditor of the company for a term of office ending at the end of the next Annual General Meeting. PricewaterhouseCoopers Oy has notified that APA Sami Posti will continue as the principal auditor. It was resolved that the remuneration to the auditor shall be paid according to the auditor's reasonable invoice.

Election and remuneration of the assurance firm for the corporate sustainability reporting

The audit firm PricewaterhouseCoopers Oy was elected for the assurance of the corporate sustainability reporting for a term ending at the end of the next Annual General Meeting. PricewaterhouseCoopers Oy has announced that APA Tiina Puukkoniemi will continue as the principal assurer. The election of the sustainability reporting assurer was made conditionally, 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 Annual General Meeting resolved 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.

Authorizing the Board of Directors to decide on the repurchase of the company's own shares

The General Meeting authorized the Board of Directors 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.

Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of special rights entitling to shares

The General Meeting authorized the Board of Directors to decide on the issuance of shares and 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.

Organizing meeting of the Board of Directors

At its organizing meeting held on 22 April 2026, the Board of Directors elected Erkki Veikkolainen as the Chairman of the Board of Directors. Further, the Board of Directors resolved that it will continue to have an Audit Committee. Riitta Tiuraniemi (Chairman of the Committee), Veli-Pekka Paloranta, and Jukka Harju were elected as members of the Audit Committee.

Helsinki, Finland, 22 April 2026

Bittium Corporation
The Board of Directors
 

Further information:

Petri Toljamo
CEO
Tel. +358 40 344 2789 (group communications)

Kari Jokela
CLO
Tel. +358 40 707 6504

Distribution:

Nasdaq Helsinki Oy
Main media

Bittium

Bittium specializes in the development of reliable, secure communications and connectivity solutions leveraging its 40-year legacy of expertise in advanced radio communication technologies. Bittium provides innovative products and services, customized solutions based on its product platforms and R&D services. Complementing its communications and connectivity solutions, Bittium offers proven information security solutions for mobile devices and portable computers. Bittium also provides healthcare technology products and services for biosignal measuring in the areas of cardiology and neurophysiology. Net sales in 2025 were EUR 119.3 million and operating profit was EUR 19.4 million. Bittium is listed on Nasdaq Helsinki. www.bittium.com