RESOLUTIONS OF THE ANNUAL GENERAL MEETING OF BIOHIT OYJ
BIOHIT OYJ STOCK EXCHANGE RELEASE ON 22 APRIL 2008 AT 8:30 AM
RESOLUTIONS OF THE ANNUAL GENERAL MEETING OF BIOHIT OYJ
The Annual General Meeting (AGM) of Biohit Oyj held on 21 April 2008 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 2007.
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 2007, and that the loss of EUR
2,038,972.37 be transferred to the retained profit and loss account.
Members of the Board of Directors
The AGM decided that the number of members of the Board of Directors is six (6).
Furthermore, the AGM elected Tero J. Kauppinen, Reijo Luostarinen, Osmo
Suovaniemi and Mårten Wikström as well as Kalle Kettunen and Mikko Salaspuro as
members of the Board until the end of the next AGM.
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 1,200.
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.
Amendments to the Articles of Association
The AGM decided that, in order to enhance the liquidity of the shares, a
conversion clause be added to the Articles of Association, enabling the
conversion of A shares into B shares, and that the following amendments
accordant with the new Limited Liability Companies Act (624/06) and principally
technical in nature, be made to the Articles of Association concerning the
company's shares, the representation of the company, the appointment of an
auditor and the AGM:
Articles 3, 7, 9 and 11 of the Articles of Association shall be amended in their
entirety to read as follows:
Article 3 - The minimum share capital of the company is EUR 1,063,101.29 and the
maximum share capital of the company is EUR 4,252,405.16. Within this limit
range, the share capital can be increased or decreased without changing the
Articles of Association.
The shares are divided into series A containing a minimum of 0 and a maximum of
3,902,000 shares and series B containing a minimum of 6,253,537 shares and a
maximum of 21,112,148 shares.
In the general shareholders' meeting, one series A share entitles the holder to
20 votes, while one series B share entitles to 1 vote.
In terms of dividends, series B shares receive dividends that are 2 (two)
percentage points higher than series A shares in relation to the nominal values.
In the case of dissolution of the company due to a merger or some other reason,
holders of series A and B shares have an equal right to merger consideration or
other compensation payable due to dissolution.
The shares of the company are listed in a book-entry security system.
A series A share can be converted, upon the request of its holder and by
decision of the Board of Directors, into a series B share, entitling the holder
to receive one series B share for one series A share.
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Article 7 - The company shall be severally represented by the Chairman of the
Board of Directors and the CEO, and jointly by two persons which should be
either members of the Board of Directors and/or individuals whom the Board of
Directors has authorised to represent the company.
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Article 9 - The company has one auditor and, if the auditor is not a firm of
accountants, one deputy auditor. The term of the auditor and the deputy auditor,
who need to be approved by the Central Chamber of Commerce of Finland, shall
expire at the end of the Annual General Meeting following the election.
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Article 11 - The general shareholders' meeting is to be held annually on the
date decided by the Board of Directors and occurring within six months from the
end of the financial year.
In a general shareholders' meeting,
the following must be presented:
1. Financial Statements
2. Report of the Board of Directors
3. Auditors' Report
the following issues must be decided:
4. confirming the Financial Statements
5. use of the profit indicated on the balance sheet
6. discharging the members of the Board of Directors and the CEO from liability
7. the number of members of the Board of Directors and their remuneration
the following must be elected:
8. the members of the Board of Directors
9. an auditor and, if necessary, deputy auditor; and
the following must be processed:
10. any other issues mentioned in the summons to the AGM.
All decisions of the AGM were made unanimously. The amendment of the conversion
clause was supported by the majority of the owners of both series A and series
B shares prior to the AGM. The minutes of the AGM are available for review by
shareholders as of 22 April 2007 at the corporate headquarters of Biohit;
address Laippatie 1, 00880 Helsinki.
Board of Directors of Biohit Oyj
Additional information:
Osmo Suovaniemi, M.D., Ph.D., Professor
President & CEO
Tel: +358-9-773 861
GSM: +358-40-745 5605
Email: osmo.suovaniemi@biohit.com
Distribution:
Helsinki Exchanges
Central storage facility
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