2010-04-01 07:00:00 CEST
2010-04-01 07:00:02 CEST
REGLERAD INFORMATION
Biohit Oyj - Notice to general meeting
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS OF BIOHIT OYJ
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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