NOTICE OF BIOHIT OYJ’S ANNUAL GENERAL MEETING
Biohit Oyj shareholders are invited to attend the company’s Annual General Meeting, which will be held at Hotel Royal at Crowne Plaza, Mannerheimintie 50, 00260 Helsinki, on Monday, 8th of April 2013, 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.
A. Matters on the agenda of the Annual General Meeting
The following matters will be presented for consideration at the Annual General Meeting:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and supervise the counting of votes
4. Recording the attendance at the meeting and 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 2012 and Review by the CEO
7. Adoption of the Financial Statements
8. Resolution on the use of the result shown on the Balance Sheet and on dividend payment
The Board of Directors proposes that the profit 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 2012, a dividend of EUR 0,49 per each A share and EUR 0,4998 for each B share be paid. Dividend will be paid to shareholders recorded in the company's shareholder register on the matching day, 11th of April 2013. The Board of Directors proposes that the dividend will be paid out on 18th of April.
9. Distribution of funds from the invested non-restricted equity fund
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 2012, funds from the invested non-restricted equity fund be distributed to shareholders as a capital repayment, with the capital repaid amounting to EUR 0,237 for each A and B share. Capital will be repaid to shareholders recorded in the company’s shareholder register on the matching day, 11th of April 2013. The Board of Directors proposes that the capital repayment will be made on 18th of April.
10. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
11. 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 monthly remuneration be paid to the Board members and the Chairman: EUR 1,600 to the Chairman and EUR 1,500 to other Board members.
12. 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 as a new member President Franco Aiolfi. More information on member candidates is available on the company website at www.biohithealthcare.com/investors.
13. 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.
14. 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 Authorised Public Accountants Ernst & Young Oy be elected as Auditors until the end of the next AGM.
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. 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 25th of March 2013 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.
Shareholders wishing to participate in the Annual General Meeting must register their participation. Registration begins on 1st of March 2013 at 9:00 am and ends on 2nd of April 2013 at 4:00 pm.
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 e-mail: yhtiokokous@biohit.fi
- 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. 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 4:00 pm on 2 April 2013 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 shareholder register on the record date of 25 March 2013, the shareholder may, in accordance with instructions from his/her asset manager, ask to be temporarily entered into the company’s shareholder register for participation in the General Meeting on 3rd of April 2013 at 10:00 am 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.
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.
4. Other information
On 28 February 2013, the date of the notice of the AGM, the share capital of Biohit Oyj consists of a total of 13,615,593 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 10,640,093, producing a total of 10,640,093 votes.
Helsinki, 28th of February 2013
Biohit Oyj Board of Directors