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2010-03-17 11:00:00 CET 2010-03-17 11:00:19 CET REGLAMENTUOJAMA INFORMACIJA Biotie Therapies - Notice to general meetingInvitation to The Annual General Meeting of Biotie Therapies Corp.BIOTIE THERAPIES CORP. STOCK EXCHANGE RELEASE 17 March 2010 at 12.00 INVITATION TO THE ANNUAL GENERAL MEETING OF BIOTIE THERAPIES CORP. Notice is given to the shareholders of Biotie Therapies Corp. to the Annual General Meeting to be held on Thursday, 15 April 2010 at 10 a.m. in an auditorium at the premises of restaurant Alabama, address Lemminkäisenkatu 14-18 B, Turku, Finland. The reception of shareholders who have registered for the meeting and the distribution of voting tickets will commence at 9:30 a.m. A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING At the Annual General Meeting, the following matters will be considered: 1. Opening of the meeting 2. Calling the meeting to order 3. Election of persons to confirm the minutes and to supervise the counting of votes 4. Recording the legality of the meeting 5. Recording the attendance at the meeting and adoption of the list of votes 6. Presentation of the financial statements, the report of the Board of Directors and the auditor's report for the year 2009 - Review by the CEO - The company's equity is less than a half of the share capital, if the capital loans are not counted among the items of the company's shareholders' equity. Possible measures to remedy the financial position of the company. 7. Adoption of the financial statements 8. Booking of the loss of the financial year The Board of Directors proposes that loss of the financial year 2009 shall be transferred to the unrestricted equity and no dividend shall be distributed. 9. Resolution on the discharge of the members of the Board of Directors and the Managing Director from liability 10. Resolution on the remuneration of the members of the Board of Directors The Board of Directors proposes on the basis of the recommendation of the Nomination and Remuneration Committee that the remuneration payable to the members of the Board of Directors would be as follows: EUR 4,000 per month for the Chairman and EUR 3,000 per month for other Board members. In addition, it is proposed that reasonable travelling expenses for the meetings would be compensated. 11. Resolution on the number of members of the Board of Directors The Board of Directors proposes on the basis of the recommendation of the Nomination and Remuneration Committee that the number of members of the Board of Directors would be eight (8). 12. Election of members of the Board of Directors The Board of Directors proposes on the basis of the recommendation of the Nomination and Remuneration Committee that Peter Fellner, Ann Hanham, Bernd Kastler, Pauli Marttila, Riku Rautsola and Pierre Serrure would be re-elected as members of the Board of Directors and Merja Karhapää, Chief Legal Officer of Sanoma Corporation, and James S. Shannon, CEO of Cerimon Phamaceuticals, Inc., would be elected as new members of the Board of Directors for the term expiring at the end of the following annual general meeting. Ms. Karhapää and Dr. Shannon have given their consent regarding the appointment. The current board members Juha Jouhki and Christoph Schröder have informed that they are not available for election. Dr. James S. Shannon, 54, currently serves as CEO and a director of Cerimon Pharmaceuticals, and a director of Mannkind Corporation and Endocyte Inc. Previously he was with Novartis Pharma from 1995 to 2008 most recently as Global Head, Pharma Development. Prior to this he was with Sterling research group from 1987 to 1994. Dr. Shannon holds a Doctor of Medicine degree from Queens University, UK. Ms. Merja Karhapää, 47, currently serves as Chief Legal Officer (CLO, Group Legal Affairs) and Secretary of the Board of Directors of Sanoma Corporation (Company Secretary). She has served Sanoma Corporation since 2000 as Vice President, Group Legal Affairs. Previously Ms. Karhapää worked as Vice President, Intellectual Capital of Danisco, Trademark Counsel and Assistant General Counsel of Cultor and Danisco in 1996-2000 and as Corporate Counsel of Sanoma (former Sanoma News) and that of Valmet. Ms Karhapää holds a LL.M. degree from University of Helsinki and a Postgraduate IPR Diploma from University of Bristol. 13. Resolution on the remuneration of the auditors The Board of Directors proposes on the basis of the recommendation of the Audit Committee that the auditors' fees would be paid pursuant to a reasonable invoice. 14. Election of auditors The Board of Directors proposes on the basis of the recommendation of the Audit Committee that PricewaterhouseCoopers Oy, a firm of auditors approved by the Central Chamber of Commerce, and Mr Janne Rajalahti, Authorised Public Accountant, would be elected as the auditors of the company. 15. Authorizing 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 Board of Directors proposes that the Annual General Meeting would authorise the Board of Directors to resolve on one or more 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 rights to the shares pursuant to chapter 10 of the Companies Act. The authorisation would consist of up to 80,000,000 shares in aggregate. The authorisation would not exclude the Board of Directors' right to decide on a directed issue. The authorisation is proposed to 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 rights and possibly directing a share issue would exist. The Board of Directors would be authorised to resolve on all other terms and conditions of a share issue, options and other share 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 besides in cash also by other assets either partially or entirely. The authorisation would be effective until 30 June 2011. The Board of Directors proposes that the authorisation would supersede earlier authorisations. 16. Closing of the meeting B. DOCUMENTS OF THE ANNUAL GENERAL MEETING The proposals of the Board of Directors relating to the agenda of the Annual General Meeting as well as this notice are available on Biotie Therapies Corp.'s website at www.biotie.com. In addition, the annual report of Biotie Therapies Corp., including the company's financial statements, the report of the Board of Directors and the auditor's report, is available on the above-mentioned website. The proposals of the Board of Directors and the financial statements are also available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the above-mentioned website as from 29 April 2010. C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING 1. The right to participate and registration Each shareholder, who is registered on 1 April 2010 in the shareholders' register of the company held by Euroclear Finland Ltd, has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders' register of the company. A shareholder, who wants to participate in the Annual General Meeting, shall register for the meeting no later than 12 April 2010 at 10:00 a.m. Finnish time by giving a prior notice of participation. Such notice can be given: a) by e-mail to virve.nurmi@biotie.com; b) by telephone +358 2 274 8911; or c) by regular mail to Biotie Therapies Corp. / Virve Nurmi, Tykistökatu 6, FI-20520 Turku, Finland. In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Biotie Therapies Corp. is used only in connection with the Annual General Meeting and with the processing of related registrations. Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the meeting. 2. Proxy representative and powers of attorney A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting. When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting. Possible proxy documents should be delivered in original to the company before the last date for registration. 3. Holders of nominee registered shares A holder of nominee registered shares is advised to request without delay from his/her custodian bank necessary instructions regarding the registration in the shareholders' register of the Company, the issuing of proxy documents and registration for the Annual General Meeting. The account management organization of the custodian bank will register the holder of nominee registered shares, who wants to participate in the Annual General Meeting, to be temporarily entered into the shareholders' register of the company at the latest on 12 April 2010 at 10 a.m. Finnish time. 4. Other information On the date of this notice to the Annual General Meeting, 17 March 2010, the total number of shares and votes in Biotie Therapies Corp. is 158,752,560. Of these shares, 463,255 are owned by Biotie Therapies Corp. In Turku, 17 March 2010 Biotie Therapies Corp. Board of Directors For further information, please contact: Virve Nurmi, Investor Relations Manager tel. +358 2 274 8900, e-mail: virve.nurmi@biotie.com DISTRIBUTION: NASDAQ OMX Helsinki Ltd Main Media [HUG#1394818] |
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