Notice of Biohit oyj’s annual general meeting

Biohit Oyj Stock Exchange Release August 21, 2020 at 05:30 am local time (EEST)

Biohit Oyj shareholders are invited to attend the company’s Annual General Meeting to be held on Wednesday, September 16, 2020 starting at 11:00 am at the Company’s headquarter. The address is Laippatie 1, 00880 Helsinki. Participation and exercise of shareholder rights in the Meeting by shareholders or their proxy representatives is possible only by voting in advance and by submitting counterproposals and asking questions in advance in accordance with the instructions given in this notice and otherwise by the Company. Instructions for the participants of the Annual General Meeting can be found in this notice in section “C. Instructions for the participants of the Annual General Meeting”. It is not possible to participate in the Meeting at the Meeting venue.

The Board of Directors of the Company has resolved on extraordinary measures pursuant to the temporary legislation approved by the Finnish Parliament on April 2020. In order to prevent the spread of the Covid-19 pandemic the Company has decided to take the measures permitted by the provisional law, so that the Annual General Meeting can be held in a predictable manner, taking into account the health and safety of shareholders, Company personnel and other stakeholders. The Meeting will therefore be held without shareholders’ and their proxy representatives’ presence at the Meeting venue.

The management of the Company will not attend the Meeting. There will be no addresses by the Board of Directors or management at the Meeting and no webcast will be provided. Pre-recorded presentations by the Chairman of the Board and President & CEO will be published on the Company’s website https://www.biohithealthcare.com/en/investors/shareholder-meetings/annual-general-meeting-2020/ on the day of the Annual General Meeting.A.

A. Matters on the agenda of the Annual General Meeting

1. Opening of the meeting

2. Calling the meeting to order

The Chair of the General Meeting will be Mr Arto Kukkonen, Attorney-at-law. In case Arto Kukkonen would not be able to act as the Chair of the Meeting for a weighty reason, the Board of Directors will name another person it deems most suitable to act as the Chair.

3. Election of persons to inspect the minutes and supervise the counting of votes

The person to confirm the minutes and to verify the counting of votes will be the Company’s Chief Financial Officer Jukka Kainulainen. In case Jukka Kainulainen would not be able to act as the person to confirm the minutes and to verify the counting of votes for a weighty reason, the Board of Directors will name another person it deems most suitable to act in that role.

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and the list of votes

The shareholders who have voted in advance and who have the right to participate in the meeting pursuant to Chapter 5 Sections 6 and 6a of the Finnish Limited Liability Companies Act will be recorded to have been represented at the meeting. The list of votes will be adopted according to the information provided by Euroclear Finland Oy.

6. Presentation of the Financial Statements, the Report of the Board of Directors and the Auditor’s Report for 2019 and Review by the CEO.

As participation in the Annual General Meeting is possible only in advance, the annual report published on 27 March 2020, which includes the Company’s Financial Statement, the review by the Board of Directors and the auditor’s report is deemed to have been presented to the Annual General Meeting. The document is available on the Company’s website. The recorded review of the President & CEO will be published on the Company’s website on the day of the Annual General Meeting https://www.biohithealthcare.com/en/investors/shareholder-meetings/annual-general-meeting-2020/.

 
7. Adoption of the Financial Statements

The Board of Directors proposes that the Annual General Meeting adopts the annual accounts. The Auditor of the Company has supported the adoption of the annual accounts.

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 2019 be recorded in the profit and loss account.

The parent company’s distributable funds (unrestricted equity) on 31 December 2019 are 10,420,384.40, of which the period net loss is 1,116,686.74. 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 seven (7). These shareholders have announced their intention to propose to the Annual General Meeting that the meeting remuneration be paid to the Board members and the Chairman be unchanged as follows: 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 Osmo Suovaniemi, CEO Franco Aiolfi, Emeritus Professor Matti Härkönen, Commercial Counsellor Eero Lehti, Ph.D. Lea Paloheimo, CEO Liu Feng and Professor Timo Joensuu. All candidates have given their consent to the election. More information on member candidates is available on 24 August 2020 on the company website at www.biohithealthcare.com/investors.

12. Presentation of the Remuneration Policy

As participation in the Annual General Meeting is possible only in advance, the Biohit Remuneration Policy covering the principles for remuneration of the members of the Board of Directors, President & CEO and Deputy CEO, which has been published as an attachment to the Company's notice to the AGM, is deemed to have been presented to the Annual General Meeting. The resolution by the Annual General Meeting on approval of the policy is advisory.

13. 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 according to an invoice approved by the Company.

14. 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. PricewaterhouseCoopers Oy has informed the Company that Authorized Public Accountant Pasi Karppinen is going to act as the auditor with the principal responsibility.

15. 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 24,9 % 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

16. Closing of the meeting 

B. Documents for the General Meeting

The proposals for the decisions on the matters on the agenda of the Annual General Meeting as well as this notice are available on Biohit Oyj’s website at https://www.biohithealthcare.com/en/investors/shareholder-meetings/annual-general-meeting-2020/

The annual report, the report of the Board of Directors, and the Auditor’s report as well as the remuneration policy of Biohit Oyj are available on the https://www.biohithealthcare.com/en/investors/shareholder-meetings/annual-general-meeting-2020/

Copies of these documents and of this notice will be sent to shareholders upon request.

The minutes of the meeting will be available on the https://www.biohithealthcare.com/en/investors/shareholder-meetings/annual-general-meeting-2020/ as from 21 September 2020 at the latest.

C. Instructions for the participants at the Annual General Meeting

In order to prevent the spread of the Covid-19 pandemic, the Annual General Meeting will be arranged so that shareholders or their proxy representatives may not be present at the Meeting venue. It is also not possible for a shareholder or his/her proxy representative to participate in the Annual General Meeting by means of real-time telecommunications. Shareholders and their proxy representatives are allowed to participate in the meeting and use their shareholder rights only by voting in advance and by making counterproposals and presenting questions in advance according to the instructions below.

1. The right to participate and registration

Shareholders who on the Annual General Meeting record date of Friday 4 September 2020 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.

A shareholder can participate in the meeting only by voting in advance as described below as well as by making counterproposals and presenting questions.

Registration for the meeting and advance voting will begin on 31 August 2020 at 12.00 noon EEST following expiration of the deadline for submitting counterproposals. A shareholder entered in the Company's shareholder register, who wishes to participate in the Annual General Meeting by voting in advance, must register and vote in advance latest on 9 September 2020 at 04:00 pm EEST, by which time the registration and votes need to be received.

A shareholder, whose shares are registered on his/her Finnish book-entry account can register and vote in advance on certain items on the agenda of the Annual General Meeting from 12.00 noon EEST on 31 August 2020 until 4.00 p.m. EEST on 9 September 2020 by the following means:

• through the Company’s website at https://www.biohithealthcare.com/en/investors/shareholder-meetings/annual-general-meeting-2020/
   

The book-entry account number of the shareholder is needed for voting in advance. The terms and other instructions concerning the electronic voting are available on the Company’s website https://www.biohithealthcare.com/en/investors/shareholder-meetings/annual-general-meeting-2020/

• by mail or email
   

A shareholder may send the advance voting form available on the Company’s website or corresponding information Euroclear Finland Oy by regular mail to Euroclear Finland Oy, Yhtiökokous Biohit Oyj, PL 1110, 00101 Helsinki, Finland or by email to yhtiokokous@euroclear.eu. The advance voting form will be available on the Company’s website no later than on 26 August 2020.

If the shareholder participates in the meeting by sending the votes in advance by mail or email to Euroclear Finland Oy, this constitutes registration for the Annual General Meeting, provided that the above-mentioned information required for registration is provided.

Instructions relating to the advance voting may also be found on the Company’s website at https://www.biohithealthcare.com/en/investors/shareholder-meetings/annual-general-meeting-2020/. Additional information is also available by telephone at 020 770 6889 from Monday to Friday at 9.00 am – 4.00 pm EEST.

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.

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 4 September 2020, 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 by Friday 11 September 2020 by 10.00 a.m. EEST. As regards nominee registered shares this constitutes due registration for the Annual General Meeting.

A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholders’ register of the Company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. The account management organization of the custodian bank shall register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, into the temporary shareholders’ register of the Company at the latest by the time stated above. The account management organization of the custodian bank shall also arrange voting in advance on behalf of the holder of nominee registered shares within the registration period applicable to nominee-registered shares. Further information on these matters can also be found on the Company’s website https://www.biohithealthcare.com/en/investors/shareholder-meetings/annual-general-meeting-2020/

3. Proxy representatives and powers of attorney

A shareholder may participate in the Annual General Meeting by way of proxy representation. The proxy representative of a shareholder is also required to vote in advance in the manner instructed in this notice.

Shareholders, who do not vote in advance, are requested, due to the COVID-19 pandemic, to exercise shareholders' rights through a centralised proxy representative designated by the Company by authorizing Senior Legal Counsel Soila Söderström from Fondia Plc, or a person appointed by her, to represent them at the Annual General Meeting in accordance with the voting instructions of the shareholder.

The introduction and contact information of the designated proxy representative are available at the following website: https://www.biohithealthcare.com/en/investors/shareholder-meetings/annual-general-meeting-2020/

A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting. When a shareholder participates in the Annual General Meeting by means of several proxy representatives, representing the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.

A power of attorney template and voting instructions will be available on the Company's website at https://www.biohithealthcare.com/en/investors/shareholder-meetings/annual-general-meeting-2020/ at the latest on 26 August 2020 once the deadline for delivering counterproposals to be put to a vote has expired. Possible proxy documents should be delivered by regular mail to Fondia Oyj, Yhtiökokous Biohit Oyj/Soila Söderström, Lönnrotinkatu 5, 4th floor PL 4, 00101 Helsinki or by email to fondia@fondia.com at the latest by 9 September 2020 at 10:00 a.m. (EEST), by which time the proxy documents must be received.

Delivery of a power of attorney to Fondia Oyj by the aforementioned deadline constitutes due registration for the Annual General Meeting, if the information required for registering for the meeting set out in Section C.1. above is included in the documents.

4. Other information

Shareholders who hold at least one hundredth of all the shares in the Company have a right to make a counterproposal on the agenda items, to be put to a vote. Such counterproposals are required to be sent to the Company by email to yhtiokokous@biohit.fi no later than by 25 August 2020 at 10.00 am EEST, by which time the counterproposals must have been received. In connection with making a counterproposal, shareholders are required to provide adequate evidence of shareholding. The counterproposal will be put to a vote, provided that the shareholder has the right to participate in the Annual General Meeting and that the shareholder holds at least one hundredth of all shares in the Company on the record date of the Annual General Meeting. Should the counterproposal not be put to a vote at the Meeting, advance votes in favor of the proposal will not be taken into account. The Company will on 26 August 2020 at 12.00 noon EEST publish on its website https://www.biohithealthcare.com/en/investors/shareholder-meetings/annual-general-meeting-2020/ the counterproposals, if any, that may be voted on.

A shareholder has the right to ask questions referred to in Chapter 5, Section 25 of the Finnish Limited Liability Companies Act with respect to the matters to be considered at the Meeting. Such questions may be delivered by email to yhtiokokous@biohit.fi by no later than 2 September 2020, by which time the questions must have been received. Such questions from shareholders, the Company’s management’s answers to them, and any counterproposals that will not be put to a vote will be available on the Company’s website https://www.biohithealthcare.com/en/investors/shareholder-meetings/annual-general-meeting-2020/ on 7 September 2020 at the latest. In connection with asking questions and making counterproposals, shareholders are required to provide adequate evidence of shareholding.

The information on the Annual General Meeting required by the Finnish Limited Liability Companies Act and the Securities Market Act is available on the Company’s website at https://www.biohithealthcare.com/en/investors/shareholder-meetings/annual-general-meeting-2020/

On 21 August 2020, the date of the notice of the Annual General Meeting, the share capital of Biohit Oyj consists of a total of 15,045,593 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 12,070,093 producing a total of 12,070,093 votes.

Helsinki, 21 August 2020

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