Biohit Oyj - Decisions of general meeting

Decisions of the Annual General Meeting of Biohit Oyj

Biohit Oyj Stock Exchange Release April 14, 2014 at 16:45 pm local time (EET)


The Annual General Meeting (AGM) of Biohit Oyj held on Monday April 14, 2014
approved the financial statements of the parent company and the consolidated
financial statements, and discharged the members of the Board of Directors and
the President and CEO from liability for the financial year 2013. 


Distribution of dividends

In accordance with the proposal by the Board of Directors, the AGM decided that
the loss for the financial period ended on December 31, 2013 will be recorded
in the profit and loss account. 

In accordance with the proposal by the Board of Directors, the AGM decided that
on the basis of the financial statements for the financial period ended on
December 31, 2013, a dividend of EUR 0.72 per each A share and EUR 0,7234 for
each B share be paid. Dividend will be paid to shareholders recorded in the
company's shareholder register on the matching day, 17th of April 2014. The
Board of Directors proposes that the dividend will be paid out on 28th of April
2014. 


Members of the Board of Directors

The AGM decided that the number of members of the Board of Directors would be
five (5). Furthermore, that the following Board members re-elected until the
end of the next AGM:  Professor Osmo Suovaniemi, Professor Mikko Salaspuro,
Commercial Counselor Eero Lehti, M. Sc. Eng. Seppo Luode, and Managing Director
Franco Aiolfi. 

Additionally, the AGM decided that the chairman of the Board of Directors would
be paid a meeting fee of EUR 1,600 and the ordinary members would be paid a
monthly fee of EUR 1,500. 


Auditors

The AGM elected authorised public accountants PricewaterhouseCoopers Oy as the
company's auditors, with APA Pasi Karppinen as the head auditor, until the end
of the next AGM. 


Amending the Articles of Association

The AGM decided that the paragraph 3 of the Articles of Association is amended
by deleting references to maximum and minimum capital as well as to maximum and
minimum number of the shares. In addition, In In accordance with the proposal
by the Board of Directors, the AGM decided that paragraph 4 of the Articles of
Association is replaced by stipulation that the Company's share has no nominal
value. 


The new wording of the paragraph 3 of the Articles of Association is:
“3 § The Company's shares are divided into Series A shares and Series B shares.
In a General Meeting, holders of Series A shares shall be entitled to 20 votes
per share and Series B shares to one vote per share. 

 In the distribution of profits, the dividend for each Series B share shall
exceed its nominal value by the amount of two (2) per cent more than in the
case of a Series A share. When applying this stipulation the nominal value of
the share is deemed to be EUR 0,17, which has been the nominal value of the
share as the Company has decided to renounce of the nominal value of share. 

Upon the dissolution of the Company through a merger or for another reason, the
holders of Series A and B shares shall have an equal and identical right to
receive merger compensation or any other form of compensation to be paid as a
result of dissolution. 

Company shares are incorporated into the book-entry system.

At the request of a shareholder, the Board of Directors may decide that a
Series A share may be converted into a Series B share such that each Series A
share shall entitle the holder to one Series B share.” 

In accordance with the proposal by the Board of Directors, the AGM decided that
the paragraph 4 of the Articles of Association is replaced by stipulation that
the Company's share has no nominal value. 

The new wording of the paragraph 4 of the Articles of Association is:
“4 § A Company's share has no nominal value.”


Authorization of the Board of Directors to decide on the issue of shares and to
issue special rights entitling the receipt of shares 

The AGM decided to authorize the Board to decide on the issue of shares and to
issue special rights referred to in Chapter 10, section 1 of the Limited
Liability Companies Act entitling the receipt of shares with the following
terms and conditions: 

 The maximum number of new Series B shares to be issued pursuant to the special
rights is 3,000,000, which corresponds to approximately 30% of the company's
Series B shares. 

 The authorization includes the Board of Directors' entitlement to decide on
all terms and conditions regarding the issue of special rights. The issue of
shares and the issue of special rights entitling to the receipt of shares can
occur deviant from the subscription right of the shareholders (special issue).
The authorization remains valid for three years from the resolution of the GM. 


All decisions of the AGM were made unanimously. The minutes of the AGM will be
available for review by shareholders by April 17, 2014 on the company's website
(www.biohithealthcare.com /investors) and at the corporate headquarters of
Biohit, located at Laippatie 1, 00880 Helsinki. 


Additional information:
CEO Semi Korpela, Biohit Oyj
tel. +358 9 773 861
investor.relations@biohit.fi
www.biohithealthcare.com


Biohit in brief

Biohit Oyj is a globally operating Finnish biotechnology company. Biohit's
mission is “Innovating for Health” - we produce innovative products and
services to promote research and early diagnosis. Biohit is headquartered in
Helsinki, Finland, and has subsidiaries in Italy and the UK. Biohit's Series B
share (BIOBV) is quoted on NASDAQ OMX Helsinki in the Small cap/Healthcare
group. www.biohithealthcare.com