General meeting 2020

General Meeting 2020

Bittium’s Annual General Meeting was held on June 15, 2020 at 12.00 pm at the company’s headquarters in Oulu, Finland.

Shareholders and their proxy representatives could participate in the meeting and exercise their rights only by voting in advance and by making counterproposals and presenting questions in advance. No such counterproposals were delivered to the Company. Shareholders Questions to the Annual General Meeting are available on this internet page.

The meeting could not be attended on-site. The Annual General Meeting was arranged in accordance with an exceptional meeting procedure based on the temporary legislation to limit the spread of the Covid-19 pandemic approved by the Finnish Parliament.

Decisions of Bittium Corporation´s Annual General Meeting

The Annual General Meeting adopted the financial statements for the financial year 2019, discharged the company’s management from liability and resolved to support the remuneration policy for governing bodies.

The Annual General Meeting decided in accordance with the proposal of the Board of Directors that no dividend be distributed by the General Meeting and to authorize the Board of Directors to decide at a later stage and in its discretion on dividend distribution not exceeding the aggregate maximum amount of EUR 3.6 million in one or several instalments, which corresponds to approximately EUR 0.10 per share with the current number of shares. The authorization is effective until the beginning of the next Annual General Meeting, however, no longer than until June 30, 2021. The Company will publish the Board of Directors’ possible decisions on dividend distribution, and simultaneously confirm the applicable record and payment dates for such dividend payments. Dividends paid on the basis of this authorization will be paid to shareholders who on the applicable record date for such dividend payment are recorded in the shareholders´ register held by Euroclear Finland Oy.

The Annual General Meeting decided that the Board of Directors shall comprise six (6) members. Ms. Riitta Tiuraniemi, Mr. Seppo Mäkinen, Mr. Juha Putkiranta, Mr. Pekka Kemppainen and Mr. Erkki Veikkolainen 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. Further, Mr. Veli-Pekka Paloranta was elected as the new member of the Board of Directors for a corresponding term of office.

At its assembly meeting held on June 15, 2020, the Board of Directors has elected Mr. Erkki Veikkolainen as the Chairman of the Board. Further, the Board has resolved to keep the Audit Committee. Ms. Riitta Tiuraniemi (Chairman of the committee), Mr. Juha Putkiranta and Mr. Veli-Pekka Paloranta were elected as members of the Audit Committee.

The following monthly remuneration shall be paid to the members of the Board of Directors: to the chairman of the Board of Directors EUR 3,150 and to the other members of the Board of Directors EUR 1,800 each. In addition, the members of the Board of Directors are entitled to compensation for attending Board meetings as follows: the chairman of the Board EUR 875 for each meeting and other members EUR 500 for each meeting. In addition, the members of the Board of Directors are entitled to compensation for attending Committee meetings as follows: the chairman of the Committee EUR 600 for each meeting and other Committee members EUR 400 for each meeting. Travel expenses of the members of the Board of Directors shall be reimbursed in accordance with the Company’s travel policy. The General Meeting also decided that 50 percent of the total amount of the monthly remuneration of the members of the Board of Directors will be paid at once as Bittium Corporation’s shares acquired for the price formed in public trading, through share issue or, in special circumstances if share based remuneration cannot be paid for some reason, in money. The shares will be acquired according to the share purchase program of the company. A member of the Board of Directors may not transfer the shares received as remuneration before his/her membership in the Board of Directors has ended.

Ernst & Young Oy, authorized public accountants, was re-elected auditor of the company for a term of office ending at the end of the next Annual General Meeting. Ernst & Young Oy has notified that Mr. Jari Karppinen, APA, will act as responsible auditor. It was decided that the remuneration to the auditor shall be paid against the auditor’s reasonable invoice.

The General Meeting authorized 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 issuance of shares and special rights entitling to shares.

Read more: The decisions of the Annual General Meeting 2020 (stock exchange release, June 15, 2020)

Shareholders Questions to the Annual General Meeting

1. Question: What stage is the Spain pilot at? When can it be expected to hear about decisions on whether Bittium is included or not?

Answer: There have been many kinds of delays, changes and turns with the Spain 8×8 VCR acquisition program. Concerning the vehicle and weapon system platform, competition is likely to re-open. We estimate that for our part, decisions on the continuation of the acquisition program could be made at the end of this year. However, there have been a lot of changes and delays in the project so far and there may be even more in the future.

2. Question: Preventice made a deal with UK Biobank, aiming to test the hearts of 30 000 English people with BodyGuardian Mini devices (Bittium Faros). How significant is this for Bittium?

Answer: This is a research project that aims to measure 30 000 patients over a 3-year period. As a sales volume of devices, the deal is not significant to us, but as a reference in the use of our products in demanding research projects, it is important.

3. Question: Was it significant for Bittium that Germany joined the ESSOR program? What are the realistic prospects for Bittium to do business with the German Defense Forces in the future?

Answer: Germany joining the ESSOR program was a great thing, strengthening the position of ESSOR as the waveform and standard for future tactical communication. This provides a good basis for the wider adoption of the ESSOR waveform by growing the waveform market. Bittium has been involved in the program since its inception and the company has a highly competitive tactical communications product portfolio that supports the ESSOR waveform. Germany now has its own national company in the ESSOR community, which provides tactical communication systems and devices to their own defense forces and naturally has a certain home field advantage over public procurements. However, they do not have a complete product portfolio that supports ESSOR and the German land forces are likely to purchase radios from other manufacturers as well, which provides Bittium with new opportunities.

4. Question: There has been speculation among several small investors about the cooperation between Bittium and Inderes, which carries out share analyses, and the compensation that Bittium possibly pays. So the question is: does Bittium pay something to Inderes for their analyses? And if they do, a follow-up question: why? Inderes’s procedure is to make recommendations that are very incompletely in line with the truth, alternately positive and alternately negative, bringing exchange and variation into the share price that they themselves can take advantage of as a kind of an insider. From the shareholder’s point of view, the activity is questionable and especially if the company pays anything for it, it should be discontinued. Unfortunately, I cannot make a formal proposal for this to the meeting, but it would be desirable for the matter to still be discussed in the company, if that is the case.

Answer: Thank you for the feedback. Inderes (https://www.inderes.fi/fi/inderes) is an analysis service and community open to all equity investors. It carries out professional analyses to investors and we have been working with Inderes for several years to provide added value to our investors. Inderes’s mission as an independent third party is to provide our owners and the broad investor community with estimates and insights into the development of our company’s business. The purpose of the analysis is to support investor’s investment activities and to help investors understand the company’s business. With the feedback, we have had a discussion with the service provider and will pay special attention to the quality of the service in the future.