Biotie Therapies - Notice to general meeting

INVITATION TO THE ANNUAL GENERAL MEETING OF BIOTIE THERAPIES CORP.

BIOTIE THERAPIES CORP.       STOCK EXCHANGE RELEASE              23 April 2015
at 10.17

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 Tuesday, 26 May 2015 at 10.00 a.m. (Finnish time)
at the Conference center Mauno, President auditorium of Biocity -building,
address Tykistökatu 6, 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. (Finnish time).

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 2014

- 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 result of the financial year

The Board of Directors proposes 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.

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 annual remuneration payable to
the members of the Board of Directors would be as follows: EUR 52,000 for the
Chairman, EUR 46,000 for the Deputy Chairman and EUR 36,000 for other Board
members. Further, it is proposed that the following annual remuneration is 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 the
other Nomination and Remuneration Committee members. In addition, it is proposed
that reasonable travel expenses in connection with 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 five (5).



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 the following current members of the
Board would be re-elected as members of the Board of Directors for the term
expiring at the end of the following Annual General Meeting: William M. Burns,
Merja Karhapää, Bernd Kastler, Ismail Kola and Guido Magni.

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 the auditors

The Board of Directors proposes on the basis of the recommendation of the Audit
Committee that the number of auditors would be resolved to be one (1) and that
PricewaterhouseCoopers Oy, authorised public accountants, would be elected as
the auditor of the company. PricewaterhouseCoopers Oy has notified the company
that Samuli Perälä, Authorised Public Accountant, would act as the auditor in
charge.

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 authorize
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 rights entitling to
shares pursuant to chapter 10 of the Finnish Companies Act. The authorization
would consist of up to 95,000,000 shares in the aggregate.

The authorization would not exclude the Board of Directors' right to decide on a
directed issue. The authorization 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 authorized to resolve on all other terms and
conditions of the issuance of shares, options and other rights entitling to
shares as referred to in chapter 10 of the Finnish Companies Act, including the
payment period, grounds for the determination of the subscription price and the
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 authorization would be effective until 30 June 2016. The Board of Directors
proposes that the authorization would supersede earlier authorizations.

16. 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

Biotie announced on 23 April 2015 its plans to strengthen its capital structure
to finance a Phase 3 double-blinded clinical trial, including the open label
extension, of its lead product candidate tozadenant by in aggregate
approximately EUR 95 million through a directed issue of up to EUR 42.5 million
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 convertible loan, represented by the Convertible Notes, will be subscribed
for and the proceeds thereof will be paid to the company shortly after the
Annual General Meeting and each Convertible Note will have a conversion price of
EUR 0.15 per share. The Convertible Notes can be converted by their holders at
any time prior to the repayment of the Convertible Notes. The Convertible Notes
automatically convert into new shares in the company upon completion of the US
IPO and, should the US IPO not take place, the company can force the conversion
of the Convertible Notes at any time after 1 May 2016. The Convertible Notes can
be repaid by the company on after 1 May 2035 if, and to the extent, they have
not been converted.

Each Warrant entitles the holder to subscribe for one new or treasury share in
the company at a subscription price of EUR 0.17. The Warrants, irrespective of
the contemplated US IPO, may be exercised for a period of five (5) years from a
date falling five (5) months after issuance of the Warrants.

The transaction, including the issuance of Convertible Notes and Warrants, the
US IPO and possible other offerings in connection with the US IPO (hereinafter
the "Transaction"), is conditional on, inter alia, the granting of necessary
authorizations and election of new Board members by the Annual General Meeting
of Biotie. The Transaction and the agreement between the company and the
Investors have been described in more detail in the company's stock exchange
release published on 23 April 2015.

The Board of Directors, having considered various strategies for financing the
Tozadenant Phase 3 Trial, has concluded that the issuance of the Convertible
Notes and Warrants, and the carrying out of the US IPO and potential other
offerings in connection with the US IPO, is the most favorable option for the
company to raise the large amount of capital required to conduct such a study.
This strategy will enable the product to move quickly into clinical trials for
the benefit of patients, and consequently, to maximize the value of tozadenant
to the company and its shareholders. There are, therefore, weighty financial
reasons from the company's perspective for deviating from shareholders' pre-
emptive subscription rights in the issuance of Convertible Notes and Warrants,
and shares in the US IPO.

In order to implement the Transaction, the Board of Directors proposes that the
Annual General Meeting would (i) authorize the Board of Directors to resolve on
the issuance of shares and special rights giving title to shares for the
purposes of the issuance of Convertible Notes and Warrants and the US IPO and
(ii), on the basis of the recommendation of the Nomination and Remuneration
Committee, elect two (2) new members of the Board of Directors conditional upon
the completion of the issuance of Convertible Notes, as further set out below.

Existing shareholders representing in aggregate more than 50 per cent of all the
shares and votes in the company have indicated that they will support the
proposal of the Board of Directors.

The proposed authorizations, as presented in items 16 a) - c) below, will not,
if approved by the Annual General Meeting, revoke each other.

The following proposals of the Board of Directors and its Nomination and
Remuneration Committee form an entirety that requires the adoption of all its
individual items by a single decision.

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

The Board of Directors proposes that the Annual General Meeting would authorize
the Board of Directors to resolve on the issuance of special rights entitling to
shares referred to in Chapter 10, Section 1 of the Finnish Companies Act
(624/2006, as amended) for the purpose of the issuance of Convertible Notes and
Warrants to the Investors, by one or several decisions as set out above and as
follows.

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 562,000,000 shares, which
corresponds to approximately 123 per cent of the existing shares and votes in
the company.

The Board of Directors would be 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 conversion price of the Convertible Notes and exercise price of the Warrants
have been determined by considering the share price of the company's shares in
public trading on NASDAQ OMX Helsinki Ltd, the non-secured and interest free
nature of the Convertible Notes as well as availability and terms of possible
other financing alternatives.

The authorization would be effective until 31 December 2015.This authorization
shall not replace previous authorizations granted to the Board of Directors.

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

The Board of Directors proposes that the Annual General Meeting would authorize
the Board of Directors to resolve by one or several decisions on directed
issuances of new shares to the company itself free of charge for the purpose
that the company may dispose of such treasury shares pursuant to the exercise of
Warrants. Any disposal of such treasury shares by the company would occur under
the authorization referred to in item 16 a).

The authorization would consist of up to 281,000,000 shares in the aggregate.
The Board of Directors would be authorized to resolve on all other terms and
conditions of the issuance of shares hereunder. The authorization would be
effective for five (5) years from the date of decision of the Annual General
Meeting.

16 c) Authorizing the Board of Directors to decide on US IPO

The Board of Directors proposes that the Annual General Meeting would authorize
the Board of Directors to resolve on the issuance of new shares for the purpose
of the US IPO and potential other offerings in connection with the US IPO, by
one or several decisions as set out above and as follows.

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 42 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 subscription price in the US
IPO would be determined in an offering process.

The Board of Directors would be 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 would be effective until 31 December 2015. This authorization
shall not replace previous authorizations granted to the Board of Directors.

16 d) 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, conditional upon the subscription of
the Convertible Notes by the Investors, the number of members of the Board of
Directors would be increased to seven (7) and two (2) new members of the Board
of Directors would be elected as follows:

Mr. Don M. Bailey and Mr. Mahendra G. Shah to be 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 are registered with the Finnish
Trade Register, and expiring at the end of the following Annual General Meeting.
Both proposed new members have given their consent to the election. The personal
details of the proposed members are available on the company's website at
www.biotie.com.

The other five (5) members of the Board of Directors elected by the Annual
General Meeting under item 12 above shall continue in their positions until the
end of the following Annual General Meeting.

The remuneration of the new members of the Board of Directors elected under this
item 16 d) shall be in accordance with the resolution under item 10 above. For
the sake of clarity, the new members of the Board of Directors elected hereunder
shall be paid annual fees in proportion to the length of their term of office.

17. Closing of the meeting

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

The proposals 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, Biotie Therapies Corp.'s financial statements, the report of the
Board of Directors and the auditor's report are 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 of 9 June 2015.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING

1. The right to participate and registration

Each shareholder, who is registered on 13 May 2015 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 or
her personal Finnish book-entry account, is registered in the shareholders'
register of the company.

A shareholder registered in the shareholders' register of the company, who wants
to participate in the Annual General Meeting, shall register for the meeting by
giving a prior notice of participation at the latest on 21 May 2015 by 4.00 p.m.
(Finnish time) by which time the notice needs to have arrived. Such notice can
be given:

a) through the company's website www.biotie.com;
b) by e-mail to virve.nurmi@biotie.com;
c) by telephone +358 2 274 8911; or
d) by regular mail to Biotie Therapies Corp. / Virve Nurmi, Joukahaisenkatu 6,
FI-20520 Turku, Finland.

In connection with the registration, the shareholder shall notify his or 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.

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
pursuant to chapter 5, section 25 of the Finnish Companies Act.

2. Proxy representative and powers of attorneyA shareholder may participate in the Annual General Meeting and exercise his or
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 or 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, address
Biotie Therapies Corp. / Virve Nurmi, Joukahaisenkatu 6, FI-20520 Turku,
Finland, before the last date for registration.

3. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the Annual
General Meeting by virtue of such shares, based on which he or she on the record
date of the Annual General Meeting, 13 May 2015 would be entitled to be
registered in the shareholders' register of the company held by Euroclear
Finland Ltd. The right to participate in the Annual General Meeting requires, in
addition, that the shareholder on the basis of such shares has been temporarily
registered in the shareholders' register held by Euroclear Finland Ltd at the
latest on 21 May 2015 by 10.00 a.m. (Finnish time). Such temporary registration
constitutes a due registration for the Annual General Meeting.

A holder of nominee registered shares is advised to request without delay from
his or her custodian bank necessary instructions regarding the temporary
registration in the shareholders' register of the company, the issuing of proxy
documents and the registration for the Annual General Meeting. The account
management organization of the custodian bank has to 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 21 May 2015 by 10.00 a.m. (Finnish time).

4. Other information

On the date of this notice to the Annual General Meeting, 23 April 2015, the
total number of shares and votes in Biotie Therapies Corp. is 455,968,174. On
the date of this notice Biotie Therapies Corp. and its subsidiaries hold in
aggregate 3,366,690 own shares.

In Turku, 23 April 2015

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


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