SUMMONS TO THE ANNUAL GENERAL MEETING OF BIOHIT OYJ
BIOHIT OYJ STOCK EXCHANGE RELEASE ON 1 APRIL 2008 AT 8:00 AM
SUMMONS TO THE ANNUAL GENERAL MEETING OF BIOHIT OYJ
The shareholders of Biohit Oyj are invited to attend the Annual General Meeting
(AGM) of Biohit Oyj to be held on Monday 21 April 2008 starting at 5:00 p.m.,
address: Pörssisali, Fabianinkatu 14, 00100 Helsinki.
Agenda
The issues to be handled are those pertaining to the AGM as stipulated by
Article 11 of the Company's Articles of Association.
Board Structure and the Auditor
Shareholders representing over 50% of the votes associated with the Group's
shares have issued notification that they are going to propose to the AGM that
the number of members of the Board of Directors be five (5) and that the members
to be elected until the end of the next AGM be: Peter B. Coggins, Tero J.
Kauppinen, Reijo Luostarinen, Mikko Salaspuro, Mårten Wikström and Osmo
Suovaniemi.
In addition, the above shareholders have suggested that Ernst & Young Oy, a firm
of Authorised Public Accountants, be appointed as auditor for a term expiring at
the end of the next AGM.
Distribution of dividends
The Board of Directors proposes to the AGM that no dividends will be distributed
for the financial year.
Amendments to the Articles of Association
The Board of Directors proposes 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:
11. any other issues mentioned in the summons to the AGM.
Documents
The documents pertaining to the final accounts of the Company and the proposals
by the Board of Directors to the AGM are available for review by shareholders as
of 1 April 2008 at the Corporate Headquarters of Biohit, address Laippatie 1,
00880 Helsinki. Copies of the documents will be submitted to shareholders upon
request.
Right of participation and notification
Shareholders who on 11 April 2008 have been listed on the shareholder register
of the Company, maintained by the Finnish Central Securities Depository, have
the right to participate in the AGM.
Shareholders wishing to participate in the Annual General Meeting must notify
the Company of their participation to the Corporate Headquarters no later than
17 April 2008 by 12:00 noon either in writing to: Biohit Oyj, Annual General
Meeting, Laippatie 1, FI-00880, Helsinki, by email to: yhtiokokous@biohit.com,
by telefax to: +358-9-7738 6292 or by telephone to: +358-9-7738 61
(switchboard). Any powers of attorney must be submitted by mail before the
closing of the registration period.
Helsinki, 1 April 2008
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
Financial Supervisory Authority
Press
http://www.biohit.com