NOTICE OF BIOHIT OYJ’S ANNUAL GENERAL MEETING
Biohit Oyj Stock Exchange Release March 17, 2015 at 9:30 AM local time (EET)
Biohit Oyj shareholders are invited to attend the company’s Annual General Meeting, which will be held on Monday April 20, 2015 starting at 3:00 pm at Pörssitalo, Fabianinkatu 14, 00100 Helsinki. The reception of shareholders registered for the meeting and the distribution of voting slips will commence at 2:00 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 scrutinize 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 2014 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 that the result for the financial period ended on 31st of December 2014 be recorded in the profit and loss account.
The parent company's distributable funds (unrestricted equity) on 31 December 2014 are 9,132,650.85 (EUR 18,925,151.92), of which the period net loss is 550,514.94 euros (a loss of 4,353,257.22 euros).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 Biohit’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 1,600 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 Biohit’s shares have announced their intention to propose to the Annual General Meeting that the following Board members be re-elected until the end of the next AGM: professor Osmo Suovaniemi, professor Mikko Salaspuro, Commercial Counsellor Eero Lehti, M.Sc.Eng. Seppo Luode and Managing Director Franco Aiolfi and as a new member, Master of Political Science Janina Andersson. 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 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 Biohit’s shares have announced that Authorized Public Accountants PricewaterhouseCoopers Oy be elected as Auditors until the end of the next AGM.
14. The Board of Directors’ proposition on amending the Articles of Association
The Board of Directors proposes to the Annual General Meeting that the Articles of Association be amended so that the paragraph 13 is removed. Removed paragraph 13 reads as follows:
“13 § If a Series A share is transferred to a holder of Series B shares or a new shareholder outside the Company, the transferee shall inform the Board of Directors of the transfer without undue delay, and the holders of Series A shares shall be entitled to redeem the share under the following terms and conditions:
- The right of redemption shall not apply to acquisitions based on an inheritance, a last will and testament or a merger.
- If several shareholders wish to exercise their right of redemption, the Board of Directors shall divide the shares between those wishing to redeem them in relation to their shareholding. If the division of the shares does not divide equally, then the remaining shares shall be distributed by lot.
- The redemption price shall be the price agreed upon by the transferor and the transferee, or, if the share is transferred without payment, the value of the share as indicated in the last Financial Statements of the Company.
- The Board of Directors shall inform the shareholders of the transfer within two weeks of the notification of transfer. The shareholders shall be informed verifiably and in writing. The information shall include the redemption price and the last possible date for redemption.
- Shareholders shall present the Company with their redemption claim in writing within one month of the Board of Directors having been notified of the transfer.
- The redemption price shall be paid to the transferee in cash or a certified cheque within two weeks of the presentation of the redemption claim, or deposited with the Chief Executory Authority within said period of time.
- All disputes regarding the right to redeem shares or the establishment of the price thereof shall be resolved by arbitrators in accordance with the Arbitration Act (Laki välimiesmenettelystä, 967/1992).”
15. 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 the 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 March 17th 2015 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 Wednesday 8th of April 2015 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 a.m. on Wednesday 15th of April 2015 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 a.m. and 4 p.m.
• 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 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 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 Wednesday April 8th, 2015, 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 Wednesday April 15th, 2015 at 10.00 a.m. (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 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 10:00 am on 15th of April 2015 to Biohit Oyj, Yhtiökokous, Laippatie 1, 00880 Helsinki.
4. Other information
On 16th of March 2015, the date of the notice of the AGM, the share capital of Biohit Oyj consists of a total of 14,135,539 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 11,160,093 producing a total of 11,160,093 votes.
Helsinki, 16th of March 2015
Biohit Oyj
Board of Directors
Additional information:
CEO Semi Korpela, Biohit Oyj
tel. +358 9 773 861
investor.relations@biohit.fi
www.biohithealthcare.com
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