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2008-03-28 11:35:00 CET 2008-03-28 11:35:18 CET SÄÄNNELTY TIETO Biotie Therapies - Decisions of general meetingResolutions of the Annual General Meeting of Biotie Therapies Corp. held on March 28, 2008BIOTIE THERAPIES CORP. STOCK EXCHANGE RELEASE March 28, 2008 Resolutions of the Annual General Meeting of Biotie Therapies Corp. held on March 28, 2008 The Annual General Meeting of Biotie Therapies Corp. was held on March 28, 2008. Adoption of Financial Statement and Balance Sheet from Financial year 1 January - 31 December, 2007 and handling of the loss of the financial year The General Meeting of Shareholders adopted the income statement and balance sheet and the consolidated income statement and balance sheet for the financial year 1 January, 2007 - 31 December, 2007. The General Meeting of Shareholders resolved pursuant to the proposal of the Board of Directors that the loss of the financial year, EUR 1,624,388.72 shall be transferred to the company's free equity. The General Meeting of Shareholders discharged the members of the Board of Directors and the President and CEO from liability concerning the financial year from 1 January - 31 December 2007. The Board of Directors and Auditors The number of the members of the Board of Directors was resolved to be five. Juha Jouhki, Pauli Marttila, Riku Rautsola and Piet Serrure were re-elected as the members of the Board of Directors and Mr. Krish Krishnan was appointed as a new Board member. Janne Rajalahti, Authorized Public Accountant, and PricewaterhouseCoopers Oy, Authorized Public Accountants, were elected as auditors of Biotie Therapies Corp. At the organization meeting of the new Board of Directors, which convened immediately after the Annual General Meeting, Juha Jouhki was elected as the Chairman of the Board of Directors and Pauli Marttila as the deputy chairman. Authorisation of the Board of Directors to resolve on a share issue and granting of option and other specific rights entitling to the shares The Annual General Meeting authorized the Board of Directors to resolve on one or more share issues, 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 specific rights to the shares pursuant to chapter 10 of the Finnish Companies Act. The authorisation consists of up to 18,000,000 shares in the aggregate. A maximum of 819,000 own shares in the possession of the company may be conveyed. The authorisation does not exclude the Board of Directors' right to decide on a directed share issue. The authorisation is used for possible 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 in which case a weighty financial reason for issuing shares, options or other specific rights and possibly directing a share issue would exist. However, the authorisation could not be used to create new share-based incentive schemes. The authorisation shall be effective until 30 June 2009. The Board of Directors was authorised to decide on all other terms and conditions of the issuance of shares, options and other specific share entitlements as referred to in chapter 10, section 1 of the Finnish Companies Act, including the payment period, determination grounds for the subscription price and subscription price or allocation of shares, stock options or specific rights free of charge or that the subscription price may be paid besides in cash also by other assets either partially or entirely. Issuance of new stock options The Annual General Meeting decided to issue up to 3,000,000 stock options in the aggregate which would entitle to subscribe for up to 3,000,000 new shares in the company. The stock options shall be given free of charge to the company's key personnel and Biotie Therapies International Oy, which is the company's wholly owned subsidiary. The Board of Directors will send a written notification of the issuance of the stock options to those being entitled to the stock options. The stock options will be delivered to the recipient when the recipient has accepted the Board of Directors' offer. 1,000,000 of the stock options shall be marked with the symbol 2008A, 1,000,000 with the symbol 2008B and 1,000,000 with the symbol 2008C. Each stock option entitles to subscribe for one (1) new share in the company. The subscription period for the shares: 1 January 2009 to 31 December 2013 for the 2008A stock option 1 January 2010 to 31 December 2013 for the 2008B stock option 1 January 2011 to 31 December 2013 for the 2008C stock option The subscription price of a share is the volume-weighted average trading price of the company's share on the Helsinki Stock Exchange during the period between 1 March 2008 and 30 March 2008 with an increase as follows: - increase of 10% for A stock option - increase of 20% for B stock option and - increase of 30% for C stock option. The subscription price of the shares determined this way is based on the market price of the company's share while at the same time setting an incentive for the key personnel in order to add ownership value. The shares shall be paid to the bank account announced by the company upon subscription. The subscription price of the shares shall be entered into the invested non-restricted equity fund. The company has a weighty financial reason for the issuance of stock options because the stock options are intended to form a part of the company's incentive and commitment program for the company's key personnel. More detailed terms of the issuance of the stock options are presented in the proposal of the Board of Directors which has been published as stock exchange release on 29 February 2008. President and CEO's review Timo Veromaa, President and CEO, discussed the company's operations, results and future in his review. The presentation is available on the Company's homepage at www.biotie.com. Turku, March 28, 2008 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: OMX Nordic Exchange Helsinki Main Media |
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