Notice of the Extraordinary Shareholder Meeting of Biohit Oyj
Biohit Oyj
Notice of the Extraordinary Shareholder Meeting
26.10.2011 6:55 pm
Biohit Oyj shareholders are invited to attend the company's Extraordinary Shareholder Meeting. The meeting will be held at Royal at Crowne Plaza, conference room 2, Mannerheimintie 50, 00260 Helsinki, starting at 4:00 pm, on Wednesday 23 November 2011.
The reception of shareholders registered for the meeting and the distribution of voting slips will commence at 2:30 pm.
A. Matters on the agenda of the Shareholder Meeting
The following matters will be presented for consideration at the Shareholder Meeting:
1. Opening of the Meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and to supervise the counting of votes
4. Recording the attendance at the meeting and the list of votes
5. Recording the legality of the meeting
6. Approval of the selling of Biohit's liquid handling business and authorisation of the Board of Directors to close the transaction
The Board of Directors proposes to the Extraordinary Shareholder Meeting that it approve the agreement between Biohit Oyj and Sartorius Lab Holding GmbH on the sale of Biohit's liquid handling business to Sartorius, for EUR 68 million, and authorise the Board of Directors to close the deal. An approval from the Shareholder Meeting is a prerequisite for the completion of the sale. Biohit Oyj has informed the public of the terms of the contract in a stock exchange release, dated 26 October 2011.
Osmo Suovaniemi, Biocosmos Oy, and Interlab Oy, together representing approximately 69% of the voting rights conferred by Biohit’s shares, have made a commitment to support the sale at the Shareholder Meeting.
7. Closing of the meeting
B. Documents for the Shareholder Meeting
The aforementioned proposal of the Board of Directors for the agenda of the Shareholder Meeting is available on Biohit Oyj's web site at www.biohit.com/investors.
The proposal of the Board of Directors will also be available at the Shareholder Meeting. Copies of the proposal, as well as the notice of this Extraordinary Shareholder Meeting, will be sent to shareholders upon request.
C. Instructions for the participants at the Shareholder Meeting
1. The right to participate and registration
Each shareholder who is registered on 11 November 2011 in the shareholders' register of the company held by Euroclear Finland Ltd has the right to participate in the Shareholder Meeting. A shareholder whose shares are registered on his/her personal Finnish book-entry account is registered in the shareholders' register of the company.
If you wish to participate in the Shareholder Meeting, you must register. Registration will start at 9:00 am on 27 October 2011 and run until 4:00 pm on 18 November 2011.
A notice of participation in the Shareholder Meeting can be given:
a) On the Internet: www.biohit.com/investors
b) By e-mail: yhtiokokous@biohit.com
c) By telephone: 09 773 861
d) By post: Biohit Oyj, Yhtiökokous, Laippatie 1, 00880 Helsinki
In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name of a possible proxy representative or assistant and the personal identification number of the proxy representative. The personal data given to Biohit Oyj is used only in connection with the Shareholder Meeting and with the processing of related registrations.
Pursuant to Chapter 5, section 25 of the Limited Liabilities Companies Act, a shareholder who is present at the Shareholder Meeting has the right to request information with respect to the matters to be considered at the meeting.
2. Proxy representative and powers of attorney
A shareholder may participate and exercise his/her rights at the Shareholder Meeting by way of proxy representation. A shareholder may have several proxy representatives representing the shareholder with shares in different securities accounts. The shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Shareholder Meeting.
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 Shareholder Meeting. Possible power of attorney documents should be delivered in originals to Biohit Oyj, Yhtiökokous, Laippatie 1, 00880 Helsinki by 4:00 pm on 18 November 2011.
3. Holders of nominee registered shares
If a holder of nominee registered shares is entitled to be registered in the shareholders' register of the company on the recorded date of the Extraordinary Shareholder Meeting, 11 November 2011, the shareholder may request, in accordance with instructions from his/her custodian bank, that he/she be temporarily registered into the shareholders' register for participation in the Shareholder Meeting by 10:00 am on 18 November, 2011 at the latest.
A holder of nominee registered shares is advised to request from his/her custodian bank necessary instructions regarding the temporary registration in the register of shareholders of the company, the issuing of proxy documents and registration for the Shareholder Meeting.
4. Other information
On the date of the notice of the Extraordinary Shareholder Meeting, the total number of shares in Biohit Oyj is 13,615,593. The shares are distributed among Series A and Series B as follows: Series A amounts to 2,975,500 shares, representing 59,510,000 votes; Series B comprises 10,640,093 shares, representing 10,640,093 votes.
Helsinki 26 October, 2011
Biohit Oyj
Board of Directors
For more information, please contact:
Jussi Heiniö, President and CEO
Tel: 09 773 861
E-mail: jussi.heinio@biohit.com
Distribution:
NASDAQ OMX Helsinki Oyj
Central Storage Facility (www.oam.fi)
Press
www.biohit.com