Bittium Oyj - Notice to convene extr.general meeting

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 Officer

Bittium Corporation

Tel. +358 40 344 5466





Information  about the  experience and  former positions  of new nominees to the
Board of Directors

Kirsi  Komi (LL.M. Master of Laws) is Professional Board Member and also sits on
the  Boards of the  following companies: Finnvera  plc, Metsä Board plc, Citycon
plc,  Martela  plc,  Patria  plc  (Vice  Chairman),  Docrates plc (Chairman) and
Finnish  Red Cross Blood  Service (Chairman). During  the period 1992-2010, Komi
served  as an attorney  with the Nokia  Corporation and then  Vice President and
Director,  Legal Affairs  at Nokia  Networks. Her  most recent position was with
Nokia  Siemens Networks as Director of Legal Affairs and member of the Executive
Board.

Juha  Putkiranta (M.Sc. Engineering) has worked  at Nokia Corporation during the
period  1997 -  2014 in  various  operative  executive  positions and in 2014 at
Microsoft,  being responsible for the integration  of the Nokia Devices business
unit  acquired  from  Nokia.   Before  that,  he  worked  at  Hewlett-Packard in
Amsterdam and Finland in sales and marketing management positions. Putkiranta is
a  Board  of  Nordcloud  Oy  and  is  Managing Director of Saafricon Oy owned by
himself.

Seppo  Mäkinen (M.Sc. Physical  Chemistry ) is  Professional Board Member and is
currently  serving as Board  Member / private  shareholder in five international
life  science or healthcare  companies (Ginolis Oy,  Magnasense Oy, MedGroup Oy,
Valirx  Plc, Neurotar  Oy) and  as a  Regional Partner  to Merieux Développement
Fund.



More  specific information about the experience  and former positions of the new
nominees  to the Board of Directors can  be found at Company's internet pages at
www.bittium.com



Distribution:

NASDAQ Helsinki

Main media



Bittium

Bittium  is  specialized  in  developing  reliable and secure communications and
connectivity solutions using the latest technologies and deep knowledge on radio
technology.  Bittium provides innovative products and customized solutions based
on  its product platforms, and R&D services for customers in various industries.
Bittium  also  offers  high  quality  information  security solutions for mobile
devices  and portable computers. Net sales  of continuing operations in 2014 was
EUR  52.7 million and operating profit was EUR 0.8 million. Bittium is listed on
Nasdaq Helsinki. www.bittium.com


[HUG#1947124]