RESOLUTIONS OF THE ANNUAL GENERAL MEETING OF BIOHIT OYJ
BIOHIT OYJ STOCK EXCHANGE RELEASE 26 APRIL 2010 AT 07:30 PM
RESOLUTIONS OF THE ANNUAL GENERAL MEETING OF BIOHIT OYJ
The Annual General Meeting (AGM) of Biohit Oyj held on Friday 23 April 2010
approved the financial statements of the Biohit Group and the parent company,
and discharged the members of the Board of Directors and the president and CEO
from liability for the financial year 2009.
Distribution of dividends
In accordance with the proposal by the Board of Directors the AGM decided that
no dividends be paid for the financial year 2009, and that the parent company
loss of EUR 1,017,818.21 be transferred to the retained profit and loss account.
Amendments of the Articles of Association
The AGM decided to do the following amendment to Article 5 of the Articles of
Association:
”The administration of the company and the appropriate organisation of its
operations is the responsibility of the Board of Directors consisting of five to
seven ordinary members.”
Additionally, the AGM decided upon the amendment of Article 10, Paragraph 1 of
the Articles of Association as follows:
”The notice of General Meeting must be delivered by publishing it on the
company's website and by a stock exchange release no earlier than three (3)
months and no later than three (3) weeks prior to the General Meeting, however
no later than nine (9) days prior to the record date for the General Meeting. In
addition, the Board of Directors may decide to publish the notice, or delivery
notification of the notice, in one or more national newspapers determined by the
Board, or in some other manner it may decide.”
Members of the Board of Directors
The AGM decided that the number of members of the Board of Directors is seven
(7). Furthermore, the AGM elected to the Board, until the end of the next AGM,
the following members: Professor Reijo Luostarinen; Professor Mikko Salaspuro;
Professor Osmo Suovaniemi; MSc (Engin.), MBA Kalle Kettunen; BSc (Econ.) Jukka
Ant-Wuorinen; and MSc (Soc. Sc.) Eero Lehti; and as new member DSc (Tech.)
Ainomaija Haarla, whose term in office commences when the amendment mentioned
above has been entered in the Trade Register.
Additionally, the AGM decided that the chairman of the Board of Directors would
be paid a monthly fee of EUR 1,550 and the ordinary members would be paid a
monthly fee of EUR 1,300.
Auditors
The AGM elected authorized public accountants Ernst & Young Oy as the company's
auditors, with APA Erkka Talvinko as the head auditor, until the end of the next
AGM.
Authorisation of the Board of Directors to issue special rights
The AGM decided to authorise the Board to issue special rights referred to in
Chapter 10, section 1 of the Limited Liability Companies Act entitling the
receipt of new Series B shares of the company against payment so that the
subscription price is paid by using the receivables (convertible bond) held by
the subscriber to offset the subscription price. The maximum number of new
shares to be issued pursuant to the special rights is 900,000. The authorisation
includes the Board of Directors' entitlement to decide on all terms and
conditions regarding the issue of special rights. The authorisation remains
valid for five years from the resolution of the GM.
All decisions of the AGM were made unanimously. The minutes of the AGM are
available for review by shareholders by 29 April 2010 at the company's website
www.biohit.com/investors and the corporate headquarters of Biohit; address
Laippatie 1, 00880 Helsinki.
Board of Directors of Biohit Oyj
Further information:
Jussi Heiniö
VP, Administration and Legal Affairs
Tel: +358-9-7738 61223
Email: jussi.heinio@biohit.com
Distribution:
NASDAQ OMX Helsinki Oy
Central storage facility (www.oam.fi)
Press
www.biohit.com
About Biohit Oyj
Established in 1988, Biohit Oyj is a Finnish biotechnology company, acting on
the global market. Biohit's operations are based on a goal-oriented and
long-term innovation and patenting strategy.
Biohit works with scientific communities to produce new technologies, products
and services based on research results and innovations that can be used to
develop safe and cost-effective liquid handling solutions for laboratory work as
well as diagnostic tests for the early detection and prevention of diseases of
the gastrointestinal tract.
Biohit has two business segments: liquid handling and diagnostics. Liquid
handling products include electronic and mechanical pipettes, disposable tips as
well as pipette maintenance and calibration services for research institutions,
healthcare and industrial laboratories.
The diagnostics business comprises products and analysis systems for the early
diagnosis of gastrointestinal diseases, such as the blood-sample based
GastroPanel examinations for the diagnosis of stomach illnesses and associated
risks, quick tests for the diagnosis of lactose intolerance and H. pylori
infection in connection with gastroscopy, and the ColonView examination for the
early detection of intestinal bleeding that indicates a risk of colorectal
cancer. The Acetium innovation reduces carcinogenic acetaldehyde in anacidic
stomachs.
The Biohit Group employs around 370 people. The company is headquartered in
Helsinki, Finland, and has subsidiaries in France, Germany, the UK, Russia,
India, China, Japan and the USA, as well as a representative office in
Singapore. Additionally, Biohit's products are sold by approximately 450
distributors in 70 countries.
Biohit's series B share (BIOBV) is quoted on NASDAQ OMX Helsinki, Small
cap/Healthcare since 1999.
Read more at www.biohit.com
