NOTICE OF BIOHIT OYJ’S ANNUAL GENERAL MEETING
Biohit Oyj Stock Exchange Release April 4, 2018 at 9:30 am local time (EEST)
Biohit Oyj shareholders are invited to attend the company’s Annual General Meeting to be held on Wednesday, April 25, 2018 starting at 5:00 pm at Vanha Ylioppilastalo. The address is Mannerheimintie 3, 00100 Helsinki. The reception of shareholders registered for the meeting and the distribution of voting slips will commence at 4:00 pm. Coffee will be served.
A. Matters on the agenda of the Annual General Meeting
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to inspect the minutes and supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and the list of votes
6. Presentation of the Financial Statements, the Report of the Board of Directors and the Auditor’s Report for 2017 and Review by the CEO
7. Adoption of the Financial Statements
8. Resolution on the use of the profit shown on the Balance Sheet and on dividend payment / Board’s proposal for distributions of profit
The Board of Directors proposes to the Annual General Meeting that the result for the financial period ended on 31st of December 2017 be recorded in the profit and loss account.
The parent company’s distributable funds (unrestricted equity) on 31 December 2017 are 12,650,376.26, of which the period net profit is 6,741,893.94. The Board of Directors proposes to the Annual General Meeting that no dividend be paid for the financial year.
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
Shareholders representing more than 50% of the voting rights conferred by all company’s shares have announced their intention to propose to the Annual General Meeting that the number of Board members be confirmed at five (5). These shareholders have announced their intention to propose to the Annual General Meeting that the following meeting remuneration be paid to the Board members and the Chairman: EUR 1,500 to the Chairman and EUR 1,500 to other Board members.
11. Election of Board members
Shareholders representing more than 50% of the voting rights conferred by all company’s shares have announced their intention to propose to the Annual General Meeting that the following persons be elected until the end of the next Annual General Meeting: professor (h.c.) Osmo Suovaniemi, CEO Franco Aiolfi, emeritus professor Matti Härkönen, professor Stina Syrjänen and Commercial Counsellor Eero Lehti. More information on member candidates is available on the company website at www.biohithealthcare.com/investors.
12. Resolution on the remuneration of the Auditor
The Board of Directors proposes to the Annual General Meeting that the Auditor to be elected be remunerated in accordance with his/her invoice.
13. Election of the Auditor
Shareholders representing more than 50% of the voting rights conferred by all company’s shares have announced that Authorized Public Accountants PricewaterhouseCoopers Oy be elected as Auditors until the end of the next Annual 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 to the Annual General Meeting that the Annual 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 authorisation 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 share issue and 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 (directed share issue).
The authorisation remains valid for two (2) years from the resolution of the Annual General Meeting. This authorisation replaces the former authorisations.
15. The proposal of the Board of Directors on the change of the Articles of Association
The Board of Directors proposes to the Annual General Meeting that the article 7 and article 8 of the current Articles of Association shall be 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."
16. Closing of the meeting
B. Documents for the General Meeting
The above proposals of the Board of Directors and shareholders, included in the agenda of the Annual General Meeting, as well as this notice to general meeting and company’s Financial Statements, Consolidated Financial Statements, the Report of the Board of Directors and the Auditor’s Report are available on Biohit Oyj’s website at www.biohithealthcare.com/investors on Wednesday 4 April 2018 at 10:30 am. The Board’s and shareholders’ proposals and Financial Statements will also be available at the Annual General Meeting, and copies of them and of this notice will be sent to shareholders by request.
C. Instructions for the participants at the Annual General Meeting
1. The right to participate and registration
Shareholders who on the Annual General Meeting record date of Friday 13 April 2018 are registered in the shareholder register maintained by Euroclear Finland Oy have the right to participate in the Annual General Meeting. Any shareholder whose shares are registered on his/her personal Finnish book-entry account is registered in the company’s shareholder register.
Shareholder entered into the Company’s list of shareholders wishing to attend the Annual General Meeting, shall notify the Company no later than 10 am on Friday 20 April 2018 at which point the corresponding notification must have reached the Company.
Registration may be submitted:
• Online at www.biohithealthcare.com/investors
• By telephone: +358 (0) 20 770 6889 on weekdays between 9 am and 4 pm
• By letter: 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, 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 Limited Liabilities 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. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting, i.e. on Friday 13 April 2018, would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Ltd. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders' register held by Euroclear Finland Ltd. at the latest on Friday 20 April, 2018 at 10.00 am (Finnish time). As regards nominee registered shares this constitutes due registration for the Annual General Meeting.
A holder of nominee registered shares is advised to request from 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. The account management organization of the custodian bank has to temporarily register a holder of nominee registered shares, who wants to participate in the General Meeting, into the shareholders’ register of the company no later than the time stated above.
3. 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 in 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 and an extract from the trade register. Proxy documents and extracts from the trade register should be delivered as originals no later than 10:00 am on 20 April 2018 to Biohit Oyj, Yhtiökokous, Laippatie 1, 00880 Helsinki.
4. Other information
On 4 April 2018, the date of the notice of the Annual General Meeting, the share capital of Biohit Oyj consists of a total of 14,889,278 shares. The shares are divided into Series A and Series B. 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 is 11,913,778 producing a total of 11,913,778 votes.
Helsinki, 4 April 2018
Board of Directors
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 Helsinki in the Small cap/Healthcare group. www.biohithealthcare.com