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2009-09-28 08:00:00 CEST 2009-09-28 08:02:16 CEST REGULATED INFORMATION Biotie Therapies - Notice to convene extr.general meetingInvitation to the Extraordinary General Meeting of Biotie Therapies Corp.BIOTIE THERAPIES CORP. STOCK EXCHANGE RELEASE 28 September 2009 at 9.00 a.m. Invitation to the Extraordinary General Meeting of Biotie Therapies Corp. The Board of Directors of Biotie Therapies Corp. has resolved to call for an Extraordinary General Meeting of shareholders to elect a new member, Dr Peter Fellner, to the Board of Directors, and, due to the recent amendment to the Finnish Companies Act, to amend the articles of association accordingly. Furthermore, the General Meeting shall decide on a proposed amendment of the current Board authorisation to issue new shares to provide the Company with means to act swiftly in the current volatile market conditions, although there are no immediate plans to use the increased authorisation. Notice is given to the shareholders of Biotie Therapies Corp. to the Extraordinary General Meeting to be held on 29 October 2009 at 9 a.m. in an auditorium at the premises of PharmaCity, address Itäinen Pitkäkatu 4 B, Turku, Finland. The reception of shareholders who have registered for the meeting and the distribution of voting tickets will commence at 8.30 a.m. A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING At the Extraordinary 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. 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). 7. 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 Dr. Peter Fellner would be elected as a new member of the Board of Directors for the term expiring at the end of the following Annual General Meeting. Peter Fellner, 65, currently serves as Chairman of Consort Medical Plc, Chairman of Vernalis Plc and Chairman of Astex Therapeutics Ltd. Previously he served as CEO of Celltech Group plc from 1990 to 2003, and then as its Chairman until 2004. Prior to this he was CEO of Roche UK from 1986 to 1990. He has also served as a director of several other public companies. 8. The Board of Directors' proposal on amendment to the Articles of Association The Board of Directors proposes to the Extraordinary General Meeting that due to the amendment to the Finnish Companies Act the Extraordinary General Meeting shall amend the method and minimum period for publishing the summons to the meetings in the Article 10 of the company's Articles of Association. After the amendment the Article 10 shall be as follows:"10 § Summons to the meetings The shareholders of the company are summoned to the shareholders' meeting by publishing the summons on the company's website. The summons shall be published not earlier than two (2) months before the last registration date mentioned in the summons and not later than three (3) weeks prior to the date of the meeting. In addition, the Board of Directors shall publish a summary notice of the shareholders' meeting in one or more national daily newspaper, or by sending the notice of the shareholders' meeting as a registered letter or other verifiable way to the shareholders' address, which is registered in the share register." 9. Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares The Board of Directors proposes that the Extraordinary 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 specific rights to the shares pursuant to chapter 10 of the Companies Act. The authorisation would consist of up to 72,000,000 shares in the 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 specific rights and possibly directing a share issue would exist. The authorisation could not, however, be used to create new share-based incentive schemes. The Board of Directors would be authorised to resolve on all other terms and conditions of a share issue, options and other specific 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 rights 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. The authorisation would be effective until 30 June 2010. The Board of Directors proposes that the authorisation shall supersede earlier authorisations. 10. Closing of the meeting B. DOCUMENTS OF THE EXTRAORDINARY GENERAL MEETING The proposals of the Board of Directors relating to the agenda of the Extraordinary General Meeting as well as this notice are available on Biotie Therapies Corp.'s website at www.biotie.com no later than 8 October 2009. The proposals of the Board of Directors 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 12 November 2009. C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE EXTRAORDINARY GENERAL MEETING 1. The right to participate and registration Each shareholder, who is registered on the record date of the meeting, 19 October 2009, in the shareholders' register of the company held by Euroclear Finland Ltd, has the right to participate in the Extraordinary General Meeting. A shareholder, whose shares are registered on his/her personal book-entry account, is registered in the shareholders' register of the company. A shareholder, who wants to participate in the Extraordinary General Meeting, shall register for the meeting no later than 26 October 2009 at 4 p.m. Finnish time by giving a prior notice of participation. Such notice can be given: a) by e-mail 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. The personal data given to Biotie Therapies Corp. is used only in connection with the Extraordinary 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 Extraordinary 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 Extraordinary 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 Extraordinary General Meeting. A shareholder may also exercise his/her rights at the meeting by way of several proxies, representing the shareholder with shares on different book-entry accounts. If the shareholder participates in the meeting by several proxies, the shares with which each proxy representative represents the shareholder shall be notified in connection with the registration. Possible proxy documents should be delivered in originals to the company before the last date for registration. 3. Holders of nominee registered shares A holder of nominee registered shares may be temporarily entered into the shareholders' register of the company for the purposes of participating in the Extraordinary General Meeting, if the shareholder is, based on his/her shareholding, entitled to be registered in the shareholders' register on the record date of the meeting, 19 October 2009. The notice regarding the temporary entry shall be given at latest on 23 October 2009. If a holder of nominee registered shares is temporarily entered into the shareholders' register of the company, the entry is taken also as a registration for participating in the meeting. A holder of nominee registered shares is advised to request necessary instructions regarding the registration in the shareholder's register of the company, the issuing of proxy documents and registration for the Extraordinary General Meeting from his/her custodian bank. 4. Other information On the date of this notice to the Extraordinary General Meeting, 28 September 2009, the total number of shares and votes in Biotie Therapies Corp. is 144,320,560. In Turku, 28 September 2009 Biotie Therapies Corp. Board of Directors 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: NASDAQ OMX Helsinki Ltd Main Media |
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