Decisions of the Annual General Meeting of Biohit Oyj
Biohit Oyj Stock Exchange Release April 14, 2014 at 16:45 pm local time (EET)
The Annual General Meeting (AGM) of Biohit Oyj held on Monday April 14, 2014 approved the financial statements of the parent company and the consolidated financial statements, and discharged the members of the Board of Directors and the President and CEO from liability for the financial year 2013.
Distribution of dividends
In accordance with the proposal by the Board of Directors, the AGM decided that the loss for the financial period ended on December 31, 2013 will be recorded in the profit and loss account.
In accordance with the proposal by the Board of Directors, the AGM decided that on the basis of the financial statements for the financial period ended on December 31, 2013, a dividend of EUR 0.72 per each A share and EUR 0,7234 for each B share be paid. Dividend will be paid to shareholders recorded in the company's shareholder register on the matching day, 17th of April 2014. The Board of Directors proposes that the dividend will be paid out on 28th of April 2014.
Members of the Board of Directors
The AGM decided that the number of members of the Board of Directors would be five (5). Furthermore, that the following Board members re-elected until the end of the next AGM: Professor Osmo Suovaniemi, Professor Mikko Salaspuro, Commercial Counselor Eero Lehti, M. Sc. Eng. Seppo Luode, and Managing Director Franco Aiolfi.
Additionally, the AGM decided that the chairman of the Board of Directors would be paid a meeting fee of EUR 1,600 and the ordinary members would be paid a monthly fee of EUR 1,500.
The AGM elected authorised public accountants PricewaterhouseCoopers Oy as the company’s auditors, with APA Pasi Karppinen as the head auditor, until the end of the next AGM.
Amending the Articles of Association
The AGM decided that the paragraph 3 of the Articles of Association is amended by deleting references to maximum and minimum capital as well as to maximum and minimum number of the shares. In addition, In In accordance with the proposal by the Board of Directors, the AGM decided that paragraph 4 of the Articles of Association is replaced by stipulation that the Company’s share has no nominal value.
The new wording of the paragraph 3 of the Articles of Association is:
“3 § The Company’s shares are divided into Series A shares and Series B shares. In a General Meeting, holders of Series A shares shall be entitled to 20 votes per share and Series B shares to one vote per share.
In the distribution of profits, the dividend for each Series B share shall exceed its nominal value by the amount of two (2) per cent more than in the case of a Series A share. When applying this stipulation the nominal value of the share is deemed to be EUR 0,17, which has been the nominal value of the share as the Company has decided to renounce of the nominal value of share.
Upon the dissolution of the Company through a merger or for another reason, the holders of Series A and B shares shall have an equal and identical right to receive merger compensation or any other form of compensation to be paid as a result of dissolution.
Company shares are incorporated into the book-entry system.
At the request of a shareholder, the Board of Directors may decide that a Series A share may be converted into a Series B share such that each Series A share shall entitle the holder to one Series B share.”
In accordance with the proposal by the Board of Directors, the AGM decided that the paragraph 4 of the Articles of Association is replaced by stipulation that the Company’s share has no nominal value.
The new wording of the paragraph 4 of the Articles of Association is:
“4 § A Company’s share has no nominal value.”
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 decided to authorize the Board 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 30% of the company’s Series B shares.
The authorization includes the Board of Directors’ entitlement to decide on all terms and conditions regarding the issue of special rights. The issue of shares and the issue of special rights entitling to the receipt of shares can occur deviant from the subscription right of the shareholders (special issue). The authorization remains valid for three years from the resolution of the GM.
All decisions of the AGM were made unanimously. The minutes of the AGM will be available for review by shareholders by April 17, 2014 on the company’s website (www.biohithealthcare.com /investors) and at the corporate headquarters of Biohit, 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’s 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's Series B share (BIOBV) is quoted on NASDAQ OMX Helsinki in the Small cap/Healthcare group. www.biohithealthcare.com