Elektrobit Oyj - Notice to convene extr.general meeting

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This  announcement is not for publication, release or distribution in Australia,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 basis of such shares
has been registered into the temporary shareholders' register held by Euroclear
Finland Ltd at the latest on Monday 8 June 2015 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 the
necessary instructions regarding registration in the temporary shareholder's
register, the issuing of proxy documents and registration for the 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 General Meeting, into the temporary shareholders' register
of the company at the latest by the time stated above.

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

3. Proxy representative and powers of attorney

A shareholder may participate in the 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
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 General Meeting.

Possible proxy documents should be delivered in originals to the address
Elektrobit 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 General Meeting 29 April 2015, the total
number of shares and votes in Elektrobit Corporation is 132,260,024.



Oulu, April 29, 2015,

Elektrobit Corporation
The Board of Directors


Further information:

Jukka Harju
CEO
Tel. +358 40 344 5466

Kari Jokela
Chief Legal Officer
Tel. +358 40 344 5258


Distribution:
NASDAQ OMX Helsinki
Principal media


Elektrobit Corporation (EB)
EB creates advanced technology and turns it into enriching end-user experiences.
EB  is specialized  in demanding  embedded software  and hardware  solutions for
wireless  and automotive  industries. The  net sales  in 2014 totaled EUR 224.1
million  and operating  profit was  EUR 16.8 million.  Elektrobit Corporation is
listed on NASDAQ OMX Helsinki. www.elektrobit.com


Important notice

This announcement is not an offer of securities for sale in in the United States
or any other jurisdiction where it is unlawful to do so.
No securities of Elektrobit Corporation or Bittium Corporation have been or will
be  registered under the US Securities  Act of 1933, as amended (the "Securities
Act"),  or  with  any  securities  regulatory  authority  of  any state or other
jurisdiction  in the  United States,  and may  not be  offered, sold, pledged or
otherwise  transferred within the United States, except pursuant to an exemption
from,  or in a transaction not subject  to, the registration requirements of the
Securities  Act and in compliance with any applicable state securities laws.  No
public offering of securities is being made in the United States.

This   release   includes   forward-looking  statements.  These  forward-looking
statements include, but are not limited to, all statements other than statements
of historical facts contained in this communication and preceded by, followed by
or  including  the  words  "targets",  "believes", "expects", "aims", "intends","may",  "anticipates", "would", "could"  or similar expressions  or the negative
thereof,  including, without limitation,  those regarding the  demerger plan and
its  execution. By  their nature,  forward looking  statements involve known and
unknown risks, uncertainties and other factors because they relate to events and
depend on circumstances that may or may not occur in the future. Such statements
are  based on  numerous assumptions  and estimates,  which may differ materially
from  (and be significantly more negative than)  those made in, or suggested by,
the forward-looking statements contained in this release.

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

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