BIOHIT OYJ STOCK EXCHANGE RELEASE 1 APRIL 2010 AT 08:00 AM
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS OF BIOHIT OYJ
The shareholders of Biohit Oyj are invited to the Annual General
Meeting of
Shareholders to be held on Friday, 23 April 2010 at 5:00 p.m.
in Pörssisali at
Fabianinkatu 14, 00100 Helsinki.
The reception of registered attendants and distribution
of ballot papers at the
venue of the meeting begins at 4:00 p.m.
A. THE MATTERS TO BE DEALT WITH BY THE GENERAL
MEETING
The following matters will be dealt with
by the General Meeting:
1. Opening the meeting
2. Calling the meeting to order
3. Election of persons to
scrutinize the minutes and to supervise the counting
of votes
4. Recording the
attendance at the meeting and adoption of the list of votes
5. Recording
the legality and quorum of the meeting
6.
Presentation of the Financial Statements, the Report of the Board of
Directors and the Auditor's Report for 2009 and Review by the CEO
7. Adoption of the Financial Statements
8. Resolution on the use of the result shown on the Balance Sheet
The Board of Directors proposes that the loss for the financial
period is
transferred to retained losses and that no dividend be paid.
9. Resolution on the discharge of the members of the
Board of Directors and the
President & CEO from liability
10. Amendment of Article 5 of the Articles of
Association regarding the number
of Board Members
The Board of Directors proposes that
Article 5, Paragraph 1 of the Articles of
Association be amended as follows:
”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.”
11.
Resolution on the number and remuneration of the members of the Board of
Directors
Shareholders representing more than 50% of all voting rights produced by
the
company's shares have announced that they will propose to the General
Meeting
that the number of ordinary members of the Board of Directors
should be
confirmed as seven (7).
The above shareholders have announced that they will
propose to the General
Meeting that the fees payable to the members and
Chairman of the Board of
Directors be as follows: EUR 1,550 per month
to the Chairman and EUR 1,300 per
month to other members.
12. Election of members of the Board
of Directors
The above shareholders have
announced that they will propose to the General
Meeting that the
following persons be elected as members of the Board of
Directors
until the end of the following Annual General Meeting: Jukka
Ant-Wuorinen, Kalle Kettunen, Eero Lehti, Reijo Luostarinen, Mikko Salaspuro
and
Osmo Suovaniemi, and Ainomaija Haarla as a new member.
Further information on the member candidates is available on the
company's
website at www.biohit.com/investors.
13. Resolution on the remuneration of the Auditor
The Board of Directors proposes to the General Meeting
that the Auditor be
remunerated in accordance with his/her invoice.
14. Election of Auditor
The above shareholders have also proposed
that Authorised Public Accountants
Ernst & Young Oy be elected as Auditors
until the end of the next Ordinary
General Meeting.
15. Amendment of Article 10 of
the Articles of Association regarding the notice
of General Meeting of
Shareholders
The Board of
Directors proposes that Article 10, Paragraph 1 of the Articles of
Association regarding the timing of notice of GM be amended 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”
16. Authorisation of the Board of Directors
to issue special rights referred to
in Chapter 10, section 1 of the Limited
Liability Companies Act
The company has on 27 October 2005
issued convertible bonds intended for Finnish
professional investors with a
conversion period of 4 November 2005 to 30
September 2010. The
convertible bonds can be converted into a maximum of 900,000
Series B shares
in the company. The share price for exercising the convertible
bonds is EUR
4.50. So far, no bonds have been converted into shares. The
convertible bonds mature in October 2010 unless the bond holders exercise
their
rights to convert the bonds into company shares.
The Board of Directors proposes that the General Meeting authorises
the Board to
decide on the continuation of the above convertible bonds at the
following terms
and conditions:
The Board of Directors is authorised 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.
17. Closing the meeting
B. DOCUMENTS OF THE GENERAL MEETING
The above proposals of the Board of Directors, included in the
agenda of the
General Meeting, as well as this notice are available on
Biohit Oyj's website at
www.biohit.com/investors.
The Financial Statements, Consolidated Financial
Statements and the Report of
the Board of Directors of Biohit Oyj as well
as the Auditor's Report are
available on the above website and at the
company's headquarters at Laippatie 1,
00880 Helsinki.
The Board's proposals and financial
statements will also be available at the
General Meeting, and copies of
them and of this notice will be sent to
shareholders by request.
C. INSTRUCTIONS FOR
PARTICIPANTS IN THE GENERAL MEETING
1. The right to
participate and registration
The
shareholders who on the General Meeting record date of 13 April 2010 are
registered in the shareholder register maintained by Euroclear Finland Oy
have
the right to participate in the General Meeting of Shareholders. Any
shareholder
whose shares are registered on his/her personal Finnish book-entry
account is
registered in the company's shareholder register.
Shareholders wishing to participate in the General Meeting
must register their
participation by 4:00 p.m on 20 April 2010.
Registrations for the General Meeting will be
received starting at 9:00 a.m. on
1 April 2010:
a) On the company's website at
www.biohit.com/investors;
b) By e-mail at
yhtiokokous@biohit.com;
c) By
telephone: +358 9 773 861;
d)
By a letter sent to: Biohit Oyj, Yhtiökokous, Laippatie 1, 00880 Helsinki
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.
Pursuant to Chapter 5, section 25 of the Finnish Limited
Companies Act, a
shareholder who is present at the General Meeting has
the right to request
information with respect to the matters to be
considered at the meeting.
2. Proxy representatives and powers of
attorney
A shareholder may participate in
the General Meeting and exercise his/her rights
at the meeting through proxy
representation. A shareholder may have several
proxy representatives
representing the shareholder with shares at different
securities
accounts. In such a case, the shares with which each proxy
representative represents the shareholder shall be specified at the time of
registration.
A proxy representative shall produce a dated proxy document or
otherwise
demonstrate, in a reliable manner, his/her right to
represent the shareholder at
the meeting.
Any proxy documents should be delivered as
originals no later than 4:00 p.m. on
20 April 2010 to Biohit Oyj,
Yhtiökokous, Laippatie 1, 00880 Helsinki.
3. Holders of nominee
registered shares
If a holder of
nominee registered shares is entitled to be registered in the
company's
share register on the record date of 13 April 2010, the shareholder
may, in
accordance with the instructions provided by his/her asset manager, ask
to be
temporarily entered into the company's shareholder register for
participation in the General Meeting on 20 April 2010 at 10 a.m. at the
latest.
The holder of nominee registered shares is deemed to have registered
for the
General Meeting if he/she was registered for a temporary entry in
the
shareholder register in the manner described above.
The holder of nominee registered shares is advised to
request his/her asset
manager to provide the necessary instructions for
temporary registration in the
company's shareholder register, the issuing of
proxy documents and registration
for the General Meeting.
4. Other information
On 1 April 2010, the date of the
notice of GM, the share capital of Biohit Oyj
consists of a total of
12,937,627 shares. The shares are divided into Series A
and Series B shares.
Series A shares produce 20 votes per share while Series B
shares produce one
vote per share. The total number of Series A shares is
2,975,500 and
they produce a total of 59,510,000 votes, while the total number
of Series B
shares is 9,962,127 and they produce a total of 9,962,127 votes.
Helsinki 1 April 2010
Biohit Oyj
Board of Directors
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
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