NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS OF BIOHIT OYJ

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The shareholders of Biohit Oyj are invited to the Annual General Meeting of Shareholders to be held on Wednesday, 13 April 2011 at 3:00 p.m. at Palace Gourmet at Eteläranta 10, Helsinki. 

The reception of registered attendants and distribution of ballot papers at the venue of the meeting begins at 2:00 p.m.

A. MATTERS TO BE DEALT WITH BY THE GENERAL MEETING

The following matters will be dealt with by the General Meeting:

1. Opening 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 attendance at the meeting and adoption of the list of votes

5. Recording the legality and quorum of the meeting

6. Presentation of the Financial Statements, the Report of the Board of Directors and the Auditor’s Report for 2010 and Review by the CEO

7. Adoption of the Financial Statements

8. Resolution on the use of the result shown on the Balance Sheet

The Board of Directors proposes that the loss for the financial period is transferred to retained losses and that no dividend be paid.

9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability

10. Resolution on the number and remuneration of the members of the Board of Directors

11. Election of members of the Board of Directors

12. Resolution on the remuneration of the Auditor

The Board of Directors proposes to the General Meeting that the Auditor be remunerated in accordance with his/her invoice.

13. Election of Auditor

Shareholders representing more than 50% of all voting rights produced by the company’s shares have announced that they will propose to the General Meeting that Authorised Public Accountants Ernst & Young Oy be elected as Auditors until the end of the next Ordinary General Meeting. 

14. Authorisation of the Board of Directors to decide on the issue of shares and to issue special rights entitling the receipt of shares

The Board of Directors proposes that the General Meeting authorises 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 2,000,000, which corresponds to approximately 20% of the company’s 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 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 authorisation remains valid for three years from the resolution of the GM.

15. Closing the meeting

B. DOCUMENTS OF THE GENERAL MEETING

The above proposals of the Board of Directors, included in the agenda of the General Meeting, are available on Biohit Oyj’s website at www.biohit.com/investors.

The Financial Statements, Consolidated Financial Statements, the Report of the Board of Directors of Biohit Oyj and the Corporate Governance Statement, as well as the Auditor’s Report are available on the above website and at the company’s headquarters at Laippatie 1, 00880 Helsinki.

The Board’s proposals and financial statements will also be available at the General Meeting, and copies of them and of this notice will be sent to shareholders by request.

C. INSTRUCTIONS FOR PARTICIPANTS IN THE GENERAL MEETING

1. The right to participate and registration

The shareholders who on the General Meeting record date of 1 April 2011 are registered in the shareholder register maintained by Euroclear Finland Oy have the right to participate in the General Meeting of Shareholders. Any shareholder whose shares are registered on his/her personal Finnish book-entry account is registered in the company’s shareholder register.

Shareholders wishing to participate in the General Meeting must register their participation in the General Meeting. Registration begins on 15 March 2011 at 12 p.m. and terminates on 8 April 2011 at 4:00 p.m.

Registration occurs:

a)    At www.biohit.com/investors
b)    By e-mail at yhtiokokous@biohit.com;
c)    By telephone: +358 9 773 861;
d)    By a letter sent to: Biohit Oyj, Yhtiökokous, Laippatie 1, 00880 Helsinki

When registering for the meeting, the following details shall be provided: the shareholder’s name, personal identity number, address and telephone number as well as the name of any proxy representative or assistant to be used, and the personal identity number of the assistant. The personal data given by shareholders to Biohit Oyj will only be used in connection with the General Meeting and for processing the necessary registrations.

Pursuant to Chapter 5, section 25 of the Finnish Limited 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.

2. Proxy representatives and powers of attorney

A shareholder may participate in the General Meeting and exercise his/her rights at the meeting through proxy representation. A shareholder may have several proxy representatives representing the shareholder with shares at different securities accounts. In such a case, the shares with which each proxy representative represents the shareholder shall be specified at the time of registration.

A proxy representative shall produce a dated proxy document or otherwise demonstrate, in a reliable manner, his/her right to represent the shareholder at the meeting. Any proxy documents should be delivered as originals no later than 4 p.m. on 8 April 2011 to Biohit Oyj, Yhtiökokous, Laippatie 1, 00880 Helsinki.

3. Holders of nominee registered shares

If a holder of nominee registered shares is entitled to be registered in the company’s share register on the record date of 1 April 2011, the shareholder may, in accordance with the instructions provided by his/her asset manager, ask to be temporarily entered into the company’s shareholder register for participation in the General Meeting on 8 April 2011 at 10 a.m. at the latest. The holder of nominee registered shares is deemed to have registered for the General Meeting if he/she was registered for a temporary entry in the shareholder register in the manner described above.

The holder of nominee registered shares is advised to request his/her asset manager to provide the necessary instructions for temporary registration in the company’s shareholder register, the issuing of proxy documents and registration for the General Meeting.

4. Other information

On 15 March 2011, the date of the notice of GM, the share capital of Biohit Oyj consists of a total of 12,937,627 shares. The shares are divided into Series A and Series B shares. The total number of Series A shares is 2,975,500, producing a total of 59,510,000 votes, while the total number of Series B shares is 9,962,127, producing a total of 9,962,127 votes.

Helsinki 15 March 2011


Biohit Oyj
Board of Directors

 

Further information:

Jussi Heiniö, President and CEO
Tel: +358 (0) 9 773 861
jussi.heinio@biohit.com

Distribution:

NASDAQ OMX Helsinki Oy
Central storage facility (www.oam.fi)
Press
www.biohit.com

About Biohit Oyj:

Biohit Oyj is a globally operating Finnish biotechnology company that was established in 1988. The company’s mission is to improve human health and quality of life. The company follows a goal-directed and long-term innovation and patenting strategy.

Biohit works with scientific communities to produce new technologies, products and services based on research results and innovations that can be used to develop safe and cost-effective liquid handling solutions for laboratory work as well as diagnostic tests for the early detection and prevention of diseases of the gastrointestinal tract.

Biohit has two business segments: liquid handling and diagnostics. Liquid handling products include electronic and mechanical pipettes, disposable tips as well as pipette maintenance and calibration services for research institutions, healthcare and industrial laboratories.

The diagnostics business comprises products and analysis systems for the early diagnosis and prevention of gastrointestinal diseases, such as the blood-sample based GastroPanel examinations for the diagnosis of stomach illnesses and associated risks, quick tests for the diagnosis of lactose intolerance and H. pylori infection in connection with gastroscopy, and the ColonView examination for the early detection of intestinal bleeding that indicates a risk of colorectal cancer. Acetium reduces the amount of carcinogenic acetaldehyde in an anacidic stomach.

The Biohit Group employs around 420 people. The company is headquartered in Helsinki, Finland, and has subsidiaries in France, Germany, the UK, Russia, India, China, Japan and the USA. The company also has a representative office in Singapore. Biohit's products are also sold through about 200 distributors in 70 countries.

Since 1999, Biohit's Series B share has been quoted on NASDAQ OMX Helsinki in the Small cap/Healthcare group and is traded under the code BIOBV.

Read more at www.biohit.com

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