2015-05-26 14:15:00 CEST

2015-05-26 14:15:50 CEST


REGLERAD INFORMATION

Engelska
Biotie Therapies - Decisions of general meeting

RESOLUTIONS OF THE ANNUAL GENERAL MEETING OF BIOTIE THERAPIES CORP. AND ORGANIZATION OF THE BOARD


BIOTIE THERAPIES CORP. STOCK EXCHANGE RELEASE 26 May 2015 at 3.15 p.m.

RESOLUTIONS OF THE ANNUAL GENERAL MEETING OF BIOTIE THERAPIES CORP. AND
ORGANIZATION OF THE BOARD

The Annual General Meeting of Biotie Therapies Corp. was held on 26 May 2015.

Adoption of financial statements for the financial year 1 January - 31 December
2014 and booking of the result of the financial year

The General Meeting of Shareholders adopted the financial statements for the
financial year 1 January - 31 December 2014. The General Meeting resolved in
accordance with the proposal of the Board of Directors that no dividend for the
financial year 2014 will be paid and that the net income of the parent company
for the financial year of EUR 5.1 million (FAS) will be carried forward to
shareholders' equity.

The General Meeting discharged the members of the Board of Directors and the
President and CEO from liability concerning the financial year 1 January - 31
December 2014.

The Board of Directors and auditors

The number of the members of the Board of Directors was resolved to be five. The
following current members of the Board of Directors William M. Burns, Merja
Karhapää, Bernd Kastler, Ismail Kola and Guido Magni were elected as the members
of the Board of Directors for a new term.

The General Meeting resolved that the remuneration payable to the Chairman of
the Board of Directors shall be EUR 52,000 per year, to the Deputy Chairman of
the Board of Directors EUR 46,000 per year and to other Board members EUR
36,000 per year. Further, annual remuneration shall be paid to the Committees of
the Board of Directors: EUR 10,000 for the Chairman of the Audit Committee, EUR
8,000 for the other Audit Committee members, EUR 8,000 for the Chairman of the
Nomination and Remuneration Committee and EUR 4,000 for other Nomination and
Remuneration Committee members. In addition, reasonable travelling expenses in
connection with the meetings shall be compensated.

The number of auditors was resolved to be one, being PricewaterhouseCoopers Oy,
a firm of Authorised Public Accountants, Mr. Samuli Perälä, Authorised Public
Accountant, acting as the auditor in charge. It was further resolved that the
auditors' fees shall be paid pursuant to a reasonable invoice.

At the organization meeting of the new Board of Directors, which convened
immediately after the Annual General Meeting, William M. Burns was elected as
the Chairman of the Board of Directors. The Board's committees and the members
thereof will be determined at a subsequent meeting.

Authorisation of the Board of Directors to decide on the issuance of shares as
well as the issuance of options and other rights entitling to shares

The General Meeting authorised the Board of Directors to resolve by one or
several decisions on issuances, which contains the right to issue new shares or
dispose of the shares in the possession of the company, and to issue options or
other special rights entitling to shares pursuant to Chapter 10 of the Companies
Act. The authorisation consists of up to 95,000,000 shares in aggregate.

The authorisation does not exclude the Board of Directors' right to decide on a
directed issue. The authorisation may be used for material arrangements from the
company's point of view, such as financing or implementing business arrangements
or investments or for other such purposes determined by the Board of Directors
in which case a weighty financial reason for issuing shares, options or other
special rights entitling to shares and possibly directing a share issue would
exist.

The Board of Directors was authorised to resolve on all other terms and
conditions of a share issue, issue of options as well as issue of other special
right entitlements as referred to in Chapter 10 of the Companies Act, including
the payment period, determination grounds for the subscription price and
subscription price or allocation of shares, option or other rights free of
charge or that the subscription price may be paid in addition to cash also by
other assets, either partially or entirely.

The authorisation is effective until 30 June 2016 and it supersedes earlier
authorisations.

Resolutions relating to the Transaction (as defined below) on authorizing the
Board of Directors to decide on issuances of shares and special rights entitling
to shares as well as election of the members of the Board of Directors

In order to implement the transaction described in the company's stock exchange
release published on 23 April 2015, the Annual General Meeting resolved, as
proposed by the Board of Directors, to authorize the Board of Directors to
resolve on the directed issue of convertible promissory notes (the "Convertible
Notes") and other equity-based instruments (the "Warrants") to certain US
investors and certain existing shareholders (the "Investors") as well as a US
public offering of American Depositary Receipts representing the company's
shares (the "US IPO") and potential other offerings in connection with the US
IPO (the "Transaction") and, as proposed by the Board of Directors, to elect two
new members of the Board of Directors conditional upon the subscription of the
Convertible Notes by the Investors, all as further set out below.

The company announced on 7 May 2015 that it had, from certain of its existing
shareholders, received irrevocable subscription undertakings for Convertible
Notes in the amount of EUR 5.56 million, bringing the total principal amount to
be raised from the issuance of the Convertible Notes to EUR 33.06 million. The
company aims to meet the balance of its approximately EUR 95 million funding
plan through the planned US IPO and potential other offerings in connection with
the US IPO.

Authorizing the Board of Directors to decide on the issuance of Convertible
Notes and Warrants

It was resolved, in accordance with the proposal of the Board of Directors, that
the Board of Directors be authorized to resolve on the issuance of Convertible
Notes and Warrants.

The Convertible Notes and Warrants will be directed to the Investors by way of a
directed issue and the combined aggregate number of new shares and/or treasury
shares to be potentially issued by virtue of the special rights entitling to
shares under the Convertible Notes and Warrants shall not exceed 442,000,000
which corresponds to approximately 97 per cent of the existing shares and votes
in the company.

The Board of Directors was authorized to resolve on all other terms and
conditions of the issuance of Convertible Notes and Warrants. The issuance of
Convertible Notes and Warrants may be carried out in deviation from the
shareholders' pre-emptive rights by way of a directed issue.

The authorization is effective until 31 December 2015 and does not replace
previous authorizations granted to the Board of Directors.

Authorizing the Board of Directors to decide on the issuance of shares to the
company free of charge

It was resolved, in accordance with the proposal of the Board of Directors, that
the Board of Directors be authorized to resolve on the directed issuances of new
shares to the company itself.

The number of shares to be issued consists of up to 221,000,000 shares in the
aggregate.

The Board of Directors was authorized to resolve on all other terms and
conditions of the issuance of shares hereunder.

The authorization is effective for five (5) years from the date of decision of
the Annual General Meeting.

Authorizing the Board of Directors to decide on US IPO

It was resolved, in accordance with the proposal of the Board of Directors, that
the Board of Directors be authorized to decide on the issuance of new shares for
the purpose of the US IPO and potential other offerings in connection with the
US IPO.

The aggregate number of new shares to be issued in the US IPO and potential
other offerings in connection with the US IPO would not exceed 530,000,000
shares, which corresponds to approximately 116 per cent of the existing shares
and votes in the company and approximately 44 per cent of the shares and votes
in the company after such US IPO and potential other offerings in connection
with the US IPO (including the dilution resulting from the automatic conversion
of the Convertible Notes at the US IPO, but excluding the dilution resulting
from the potential exercise of the Warrants).

The Board of Directors was authorized to resolve on all other terms and
conditions of the US IPO and potential other offerings as a result of or in
connection with the US IPO. The issuance of new shares may be carried out in
deviation from the shareholders' pre-emptive rights by way of a directed issue.

The authorization is effective until 31 December 2015 and does not replace
previous authorizations granted to the Board of Directors.

Election of Members of the Board of Directors

It was resolved, in accordance with the proposal of the Board of Directors,
that, conditional upon the subscription of the Convertible Notes by the
Investors, the number of members of the Board of Directors will be increased to
seven (7) and two (2) new members of the Board of Directors will be elected as
follows:

Mr. Don M. Bailey and Mr. Mahendra G. Shah are elected new members of the Board
of Directors, both of them for the term starting on the date on which the
resolution on the issuance of Convertible Notes is registered with the Finnish
Trade Register, and expiring at the end of the following Annual General Meeting.

President and CEO's review

Timo Veromaa, President and CEO, discussed the company's operations, results and
future in his review. The presentation in the English language is available on
the company's website at www.biotie.com.

The minutes of the meeting will be available on the company's website on 9 June
2015 at the latest.

Turku, 26 May 2015

Biotie Therapies Corp.

Timo Veromaa
President and CEO

For further information, please contact:
Timo Veromaa, President and CEO, Biotie Therapies Corp.
tel. +358 2 274 8901, e-mail: timo.veromaa@biotie.com
www.biotie.com

DISTRIBUTION:
NASDAQ OMX Helsinki Ltd
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