NOTICE OF BIOHIT OYJ’S ANNUAL GENERAL MEETING
Biohit Oyj Stock Exchange Release March 11, 2014 at 10:30 AM local time (EET)
Biohit Oyj shareholders are invited to attend the company’s Annual General Meeting, which will be held at Pörssitalo, Fabianinkatu 14 Helsinki, starting at 3:00 pm. 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
The following matters will be presented for consideration at the Annual General Meeting:
- Opening of the meeting
- Calling the meeting to order
- Election of persons to scrutinize the minutes and supervise the counting of votes
- Recording the legality and quorum of the meeting
- Recording the attendance at the meeting and the list of votes
- Presentation of the Financial Statements, the Report of the Board of Directors and the Auditor’s Report for 2012 and Review by the CEO
- Adoption of the Financial Statements
- Resolution on the use of the profit shown on the Balance Sheet and on dividend payment
The Board of Directors proposes that the result for the financial period ended on 31st of December 2012 be recorded in the profit and loss account.
The Board of Directors proposes that on the basis of the financial statements to be adopted for the financial period ended on 31st of December 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.
- Resolution on the discharge of the members of the Board of Directors and the CEO from liability
- 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.
- 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 and M.Sc.Eng. Seppo Luode and Managing Director Franco Aiolfi. More information on member candidates is available on the company website at www.biohithealthcare.com/investors.
- 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.
- Election of the Auditor
Shareholders representing more than 50% of the voting rights conferred by all Biohit’s shares have announced their intention to propose that Authorized Public Accountants PricewaterhouseCoopers Oy be elected as Auditors until the end of the next AGM.
- The Board of Directors’ proposition on amending the Articles of Association
The Board of Directors proposes to the Annual General Meeting that the paragraph 3 of the Articles of Association shall be amended by deleting references to maximum and minimum capital as well as to maximum and minimum number of the shares. In addition to the stipulation on distribution of profits it is proposed to be added, for clarity’s sake, that the nominal value of the share is EUR 0,17 when renouncing of the nominal value of share.
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.”
The Board of Directors proposes to the Annual General Meeting that the paragraph 4 of the Articles of Association shall be 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 Board of Directors proposes that the General Meeting authorizes 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.
- 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 11th 2014 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
- The right to participate and registration
Shareholders who on the Annual General Meeting record date of 2nd of April 2014 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 9 April 2014 at which point the corresponding notification must have reached the Company.
Registration may be submitted:
- Online at www.biohithealthcare.com/investors
- By telephone: +358 9 773 861 on weekdays between 9 a.m. and 3 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.
- 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 March 2nd, 2014, 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, March 9th, 2014 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.
- 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 9th of April 2014 to Biohit Oyj, Yhtiökokous, Laippatie 1, 00880 Helsinki.
- Other information
On 11th of March 2013, the date of the notice of the AGM, the share capital of Biohit Oyj consists of a total of 13,810,593 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 10,835,093 producing a total of 10,835,093 votes.
Helsinki, 10th of March 2014
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 OMX Helsinki in the Small cap/Healthcare group. www.biohithealthcare.com