Bittium Corporation Disclosure Policy

Objectives and Key Principles

Bittium Corporation’s (‘Bittium’ or ‘Company’) shares are quoted on Nasdaq Helsinki (BITTI).

In communications, Bittium complies with:

• The Finnish legislation (including the Limited Liability Companies Act and the Securities Markets Act)
• European Union regulations (Market Abuse Regulation (MAR) and the secondary legislation under this Regulation) 
• The rules and guidelines of Nasdaq Helsinki Ltd.
• The guidelines of the Financial Supervisory Authority and the European Securities and Markets Authority (ESMA),
• The Finnish Corporate Governance Code that applies to listed companies, and
• Company´s insider and inside trading guidelines.

The key objective of this Disclosure Policy is to ensure that all market participants have essential, sufficient and correct information on the Company and its business operations available simultaneously and without delay on the basis of which they can assess the price formation of the Company´s financial instrument. Information to be published is provided as soon as possible and equally to all operators on the market.

The key principles of Bittium’s communication are reliability, sustainability, openness, clarity and punctuality.

The Board of Directors of the Company has approved this Disclosure Policy.

Please contact Karoliina Malmi, Vice President, Communications and Sustainability, with questions related to the Disclosure Policy.

Disclosure Obligation

Regular Disclosure Obligation

The regular disclosure obligation means the information concerning the issuer’s financial position and result which is published regularly.

Bittium provides information on its financial position by publishing the half-year financial report, financial statement and annual report as a stock exchange release according to a pre-set schedule:

• The Company’s financial reports are prepared in accordance with the recognition and value measurement principles of the International Financial Reporting Standards (IFRS). The financial reports are the main data sources of Bittium’s economic result, balance sheet, financial position and outlook.
• The release dates for the next accounting period are published before the termination of the previous accounting period. The schedule is also available on the Company’s website.

The annual report will be published at least three weeks before the Annual General Meeting:

Bittium’s annual report includes the Group’s and parent company’s official, audited financial statements, the Board of Directors’report of activities supplementing the above-mentioned, audit report, a separate clarification on Company’s governance system and Company’s remuneration statement. Furthermore, the Company publishes a sustainability report as part of the annual report.

Outlook and Profit Warning

Outlook

Bittium will announce guidelines of the Company’s annual outlooks destined for the markets. The guidelines are based on the expectations concerning the development of demand on the Company’s market.

The outlook for the following year are primarily informed in connection with the financial statement. If there is no need to specify the outlook previously, the outlook is confirmed in the half-year financial report.

The presented statements and assessments are based on the management’s current views on developing the Group and its operations.

The outlook is monitored by the Management Group. All significant events in terms of profit will be examined against the valid profit forecast and significant changes in the forecast will immediately be reported as a report warning.

In addition to the guidelines, Bittium will publish a market outlook, which comments on the development of the markets relevant to the Company during the current period, in its financial reports.The market outlook is based on the management’s current view on the operational environment and market trends as well as associated risks.

Bittium’s guidelines will be published on the Company’s website as well as in the half-year financial report, financial statement, annual reports and investor presentations.

Profit Warning

Bittium will issue a profit warning if the Company considers that the development of its financial result or financial position deviates from a previously given outlook or guidance either positively or negatively. The profit warning will be published as soon as possible, if Bittium assesses that the result is likely to significantly deviate from the Company’s previously published guidance. The issuing of the profit warning cannot be postponed.

Long-Term Economic Objectives

In addition to the profit guidance, Bittium may publish its long-term economic objectives. The long-term objectives of the Company will be assessed by the Board of Directors in connection with the annual strategy process. The long-term objectives will not constitute a forecast under stock exchange rules or a statement concerning the future.

Disclosure of Inside Information

The disclosure obligation related to inside information means the obligation of a listed company to publish the inside information concerning the said listed company as soon as possible.

Bittium will publish inside information related to its operations as soon as possible, provided that:

• the information is precise by nature;
• the information is non-public;
• the information directly or indirectly concerns the Company or its financial instrument and;
• the information is likely to have a significant effect, if published, on the prices of the company´s financial instruments or associated financial derivates.

The information will be published regardless of whether it has a positive or negative effect on the price of the financial instrument.

According to the Market Abuse Regulation, disclosure of the inside information may be delayed at the Company’s own risk if the delaying requirements are met.

Inside Information Relevant to Bittium

Bittium assesses inside information in accordance with the regulations and especially from two viewpoints:

• Is the information economically important?
  • Whether the information affects the Company´s outlook, turnover or result, balance sheet or financial position, equity
• Is the information strategically important?
  • Whether the information brings any changes to the existing published strategy

Examples of Inside Information Relevant to Bittium

• A significant order, new customer relationship or investment decision
  • If the agreement is strategically or financially significant for the Company
• Cooperation agreement or other significant agreement
  • If the agreement is strategically or financially significant for the Company
• Company or business transaction
  • If it is of substantial size or strategically significant, or
  • The proportion of target´s turnover or balance sheet is more than 10% of Bittium group´s turnover or balance sheet, or
  • The proportion of the acquired company´s equity is more than 10% of Bittium´s equity according to the group balance-sheet, or
  • If the compensation paid for the transaction is more than 10% of Bittium´s equity according to the group balance-sheet or more than 10% of the total market value of the Bittium´s shares if its equity is below the total market value of the shares.
• Significant credit loss or loosing an important customer
• Significant study results
• Initiation of significant legal proceedings, a decision or reconciliation concerning them
• Economic difficulties or an essential change in the financial position
• An important authority´s decision concerning the Company
• A shareholders’ agreement which came to the knowledge of the Company and may affect the use of the voting rights or disposing of the Company´s shares
• Rumors circulating on the market and information leaks (a separate chapter addressing this matter)
• Significant information concerning the subsidiaries or associates
• A significant change in the Company´s operations

Delay of Inside Information Disclosure

Bittium may, at its own risk, delay the disclosure of inside information if all the following requirements are met:

• Immediate publication is likely to endanger Bittium´s legitimate interests; and
• The delay of the disclosure is not likely to mislead the public; and
• Bittium is able to guarantee that the said information remains confidential.

Bittium has an internal process for delaying the publishing of information in connection with establishing an insider project as well as for documenting and storing the related decisions, criteria and notifications. The process is described in the Company´s internal documentation.

The Information Committee is responsible for inside information assessments. It also assesses project-specifically whether the above-mentioned requirements for delaying the disclosure are met. The Information Committee will meet when necessary but at least once a month.

When a delaying decision is made, the Company will establish a project-specific insider list concerning the said inside information.

The Information Committee constantly monitors that the delaying requirements are met and inside information is published as soon as possible after the delaying requirements no longer are met or the confidentiality of the information can no longer be guaranteed.

Bittium reports the delay of the disclosure of information to the Financial Supervisory Authority immediately after the information has been published.

Other Stock Exchange Releases

• Invitations to the Annual General Meeting and decisions
  • Auditors and changes related to them
• Financial instrument issues
• Changes in the Board of Directors or Company´s management (CEO and Management Group members)
• Share-based incentive schemes
• Transactions of the Company and related parties
• Events calendar

Press Releases

In addition to the stock exchange releases, Bittium publishes press releases on actions or events relating to the company’s business that do not meet the criteria set for a stock exchange release but that have news value or that are of general interest among stakeholders.

Examples of Bittium’s press releases:

• Orders that do not exceed the significance classification set for a stock exchange release and disclosure of which the Company has received an authorization from the customer (confidentiality).
  • Orders are always published after they have been made official and the Company has received them in writing.
• Letters of intent and framework agreements if they do not constitute inside information, in which case they are published as a stock exchange release.
• Transactions with a smaller significance and value
• Smaller cooperation arrangements with customers or other partners
• Product announcements and updates, new versions and software that do not meet the criteria set for a stock exchange release
• Exhibition or other event participation
• Recognitions received by the Company and certificates granted for the products