Decisions of the Annual General Meeting of Biohit Oyj
Biohit Oyj Decisions of the Annual General Meeting April 25, 2018 at 8:00 pm local time (EEST)
The Annual General Meeting (AGM) of Biohit Oyj held on Wednesday April 25, 2018 adopted the financial statements of the parent company and the consolidated financial statements, and resolved to discharge the members of the Board of Directors and the CEO from liability for the financial year 2017.
Distribution of dividends
The AGM resolved in accordance with the proposal of the Board of Directors that no dividend is paid for the financial period ended on December 31, 2017.
Members of the Board of Directors
The AGM resolved that five (5) members are elected to the Board of Directors) and that Professor (h.c.) Osmo Suovaniemi, CEO Franco Aiolfi, emeritus professor Matti Härkönen, professor Stina Syrjänen and Commercial Counsellor Eero Lehti are elected as members of the Board of Directors until the end of the next AGM.
Additionally, the AGM resolved that the Chairman of the Board of Directors and the other Board members are paid a meeting fee of EUR 1,500.
Election of the Auditor and remuneration for the Auditor
The AGM resolved to authorise public accountants PricewaterhouseCoopers Oy as the auditor of Biohit Oyj until the end of the next AGM and that the auditor is paid remuneration according to invoice presented by the auditor.
Authorization of the Board of Directors to decide on the issue of shares and to issue special rights entitling the receipt of shares
The AGM resolved to authorise the Board of Directors to decide on the issue of shares and to issue special rights referred to in Chapter 10, section 1 of the Limited Liability Companies Act entitling the receipt of shares with the following terms and conditions:
The maximum number of new Series B shares to be issued pursuant to the special rights is 3,000,000, which corresponds to approximately 25.2% of the company’s all existing Series B shares.
The authorisation includes the Board of Directors’ entitlement to decide on all terms and conditions regarding the issue of special rights. The share issue and the issue of special rights entitling to the receipt of shares can occur in derogation from the pre-emptive subscription right of the shareholders (direct share issue).
The authorisation remains valid for two (2) years from the resolution of the AGM. This authorisation replaces the former authorisations.
The change of the Articles of Association
The AGM resolved in accordance with the proposal of the Board of Directors that the article 7 and article 8 of the current Articles of Association are changed in their entirety as follows:
"7 § The company is represented by the Managing Director together with the Chairman of the Board or person authorised to represent the company or holder of procuration."
"8 § The Board of Directors shall resolve on the granting of procurations and representation rights."
All decisions of the AGM were made unanimously. The minutes of the AGM will be available for review by shareholders by April 30, 2018 on the company’s website (www.biohithealthcare.com/investors) and at the corporate headquarters of Biohit Oyj, located at Laippatie 1, 00880 Helsinki.
CEO Semi Korpela, Biohit Oyj
tel. +358 9 773 861
Biohit in brief
Biohit Oyj is a globally operating Finnish biotechnology company. Biohit mission is “Innovating for Health” – we produce innovative products and services to promote research and early diagnosis. Biohit is headquartered in Helsinki, Finland, and has subsidiaries in Italy and the UK. Biohit Series B share (BIOBV) is quoted on Nasdaq Helsinki in the Small cap/Healthcare group. www.biohithealthcare.com