2022-05-25 13:00:00 CEST

2022-05-25 13:00:09 CEST


REGULATED INFORMATION

English
Biohit Oyj - Notice to general meeting

Notice of Biohit Oyj’s Annual General Meeting


Biohit Oyj Stock Exchange Release May 25, 2022 at 2:00 pm local time (EEST)

Biohit Oyj shareholders are invited to attend the company’s Annual General
Meeting to be held on Wednesday, June 15, 2022 starting at 2:00 pm at the
Company’s headquarter. The address is Laippatie 1, 00880 Helsinki. Participation
and exercise of shareholder rights in the Meeting by shareholders or their proxy
representatives is possible only by voting in advance and by submitting
counterproposals and asking questions in advance in accordance with the
instructions given in this notice and otherwise by the Company.Instructions for
the participants of the Annual General Meeting can be found in this notice in
section “C. Instructions for the participants of the Annual General Meeting”. It
is not possible to participate in the Meeting at the Meeting venue.

The Board of Directors of the Company has resolved on extraordinary measures
based on the 7thof May 2021 given temporary legislation on deviating from the
Limited Liability Companies Act (375/2021). In order to limit the spread of the
Covid-19, the Annual General Meeting will be held without the presence of
shareholders or their proxy representatives at the Meeting venue, so that the
Annual General Meeting can be held in a predictable manner, taking into account
the health and safety of shareholders, Company personnel and other stakeholders.

The management of the Company will not attend the Meeting. There will be no
addresses by the Board of Directors or management at the Meeting and no webcast
will be provided. Pre-recorded presentations by the Chief Executive Officer and
Chief Financial Officer will be published on the Company’s
websitehttps://www.biohithealthcare.com/en/investors/shareholder-meetings/annual
-general-meeting-2022/on the day of the Annual General Meeting.

A. Matters on the agenda of the Annual General Meeting

1. Opening of the meeting

2. Calling the meeting to order

The Chair of the General Meeting will be Mr Markku Korvenmaa, Attorney-at-law.
In case Markku Korvenmaa would not be able to act as the Chair of the Meeting
for a weighty reason, the Board of Directors will name another person it deems
most suitable to act as the Chair.

3. Election of persons to inspect the minutes and supervise the counting of
votes

The person to confirm the minutes and to verify the counting of votes will be
the Company’s Chief Financial Officer Jussi Hahtela. In case Jussi Hahtela would
not be able to act as the person to confirm the minutes and to verify the
counting of votes for a weighty reason, the Board of Directors will name another
person it deems most suitable to act in that role.

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and the list of votes

The shareholders who have voted in advance and who have the right to participate
in the meeting pursuant to Chapter 5 Sections 6 and 6a of the Finnish Limited
Liability Companies Act will be recorded to have been represented at the
meeting. The list of votes will be adopted according to the information provided
by Euroclear Finland Oy.

6. Presentation of the Financial Statements, the Report of the Board of
Directors and the Auditor’s Report for 2021

As participation in the Annual General Meeting is possible only in advance, the
annual report published on 30 March 2022, which includes the Company’s Financial
Statement, the report of the Board of Directors and the auditor’s report, is
deemed to have been presented to the Annual General Meeting. The document is
available on the Company’s website.

7. Adoption of the Financial Statements

The Board of Directors proposes that the Annual General Meeting adopts the
annual accounts. The Auditor of the Company has supported the adoption of the
annual accounts.

8. Resolution on the use of the profit shown on the Balance Sheet and on
dividend payment / Board’s proposal for distributions of profit.

The Board of Directors proposes to the Annual General Meeting that the result
for the financial period ended on 31st of December 2021 be recorded in the
profit and loss account.

The parent company’s distributable funds (unrestricted equity) on 31 December
2021 are 4195824.36, of which the period net loss is 1592724.36. The Board of
Directors proposes to the Annual General Meeting that no dividend be paid for
the financial year.

9. Resolution on the discharge of the members of the Board of Directors and the
CEO from liability

10. Resolution on the number and remuneration of the members of the Board of
Directors

Shareholders representing more than 50% of the voting rights conferred by all
company’s shares have announced their intention to propose to the Annual General
Meeting that the number of Board members be confirmed at five (5).These
shareholders have announced their intention to propose to the Annual General
Meeting that the meeting remuneration be paid to the Board members and the
Chairman be unchanged as follows: EUR 1,500 to the Chairman and EUR 1,500 to
other Board members.

11. Election of Board members

Shareholders representing more than 50% of the voting rights conferred by all
company’s shares have announced their intention to propose to the Annual General
Meeting that the following persons be elected to the Company’s Board of
Directors until the end of the next Annual General Meeting: professor Osmo
Suovaniemi,CEO Franco Aiolfi, Ph.D. Lea Paloheimo,CEO Liu Feng and CEO Kalle
Härkönen.All candidates have given their consent to the election. More
information on member candidates is available on 25 May 2022 on the company
website athttps://www.biohithealthcare.com/en/investors/shareholder
-meetings/annual-general-meeting-2022/.

12. Remuneration Report

The Board of Directors proposes that the Remuneration Report of the Company’s
governing bodies for 2021 be approved. The resolution is advisory in accordance
with the Finnish Limited Liability Companies Act.

The Remuneration Report is available on the Company’s website
athttps://www.biohithealthcare.com/en/investors/shareholder-meetings/annual
-general-meeting-2022/.

13. Resolution on the remuneration of the Auditor

The Board of Directors proposes to the Annual General Meeting that the Auditor
to be elected be remunerated in according to an invoice approved by the Company.

14. Election of the Auditor

Shareholders representing more than 50% of the voting rights conferred by all
company’s shares have announced that Authorized Public Accountants
PricewaterhouseCoopers Oy be elected as Auditors until the end of the next
Annual General Meeting. PricewaterhouseCoopers Oy has informed the Company that
Authorized Public Accountant Tiina Puukkoniemi is going to act as the auditor
with the principal responsibility

15. Authorisation of the Board of Directors to decide on the issue of shares and
to issue special rights entitling to shares

The Board of Directors proposes to the Annual General Meeting that the Annual
General Meeting authorises 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 to shares with the following terms and
conditions:

The maximum number of new Series B shares to be issued pursuant to the
authorisation is 2000000, which corresponds to approximately 16.6 % of the
company’s all existing Series B shares.

The authorisation includes the Board of Directors’ entitlement to decide on all
terms and conditions regarding the share issue and the issue of special rights.
The share issue and the issue of special rights entitling to shares can occur in
derogation from the pre-emptive subscription right of the shareholders (directed
issue).

The authorisation remains valid for two (2) years from the resolution of the
Annual General Meeting. This authorisation replaces the authorisation given by
the Annual General Meeting held on 16 September 2020, but it does not replace
the authorisation given by the Extraordinary General Meeting held on 9 March
2022.

16. Closing of the meeting

B. Documents for the General Meeting

The proposals for the decisions on the matters on the agenda of the Annual
General Meeting as well as this notice are available on Biohit Oyj’s website
athttps://www.biohithealthcare.com/en/investors/shareholder-meetings/annual
-general-meeting-2022/. The annual report, the report of the Board of Directors,
and the Auditor’s report as well as the remuneration report of Biohit Oyj are
available on thehttps://www.biohithealthcare.com/en/investors/shareholder
-meetings/annual-general-meeting-2022/. Copies of these documents and of this
notice will be sent to shareholders upon request.

The minutes of the meeting will be available on
thehttps://www.biohithealthcare.com/en/investors/shareholder-meetings/annual
-general-meeting-2022/as from 20 June 2022 at the latest.

C. Instructions for the participants at the Annual General Meeting

In order to prevent the spread of the Covid-19 pandemic, the Annual General
Meeting will be arranged so that shareholders or their proxy representatives may
not be present at the Meeting venue. It is also not possible for a shareholder
or his/her proxy representative to participate in the Annual General Meeting by
means of real-time telecommunications. Shareholders and their proxy
representatives are allowed to participate in the meeting and use their
shareholder rights only by voting in advance and by making counterproposals and
presenting questions in advanceaccording to the instructions below.

1. The right to participate and registration

Shareholders who on the Annual General Meeting record date of Friday 3 June 2022
are registered in the shareholder register maintained by Euroclear Finland Oy
have the right to participate in the Annual General Meeting. Any shareholder
whose shares are registered on his/her personal Finnish book-entry account is
registered in the company’s shareholder register.

A shareholder can participate in the meeting only by voting in advance as
described below as well as by making counterproposals and presenting questions.

Registration for the meeting and advance voting will begin on 30 May 2022 at
12.00noon EEST following expiration of the deadline for submitting
counterproposals. A shareholder entered in the Company's shareholder register,
who wishes to participate in the Annual General Meeting by voting in advance,
must register and vote in advance latest on 8 June 2022 at 4.00 pm EEST, by
which time the registration and votes need to be received.

A shareholder, whose shares are registered on his/her Finnish book-entry account
can register and vote in advance on certain items on the agenda of the Annual
General Meeting from 12.00 noon EEST on 30 May 2022 until 4.00 p.m. EEST on
8June 2022 by the following means:

  · through the Company’s website
athttps://www.biohithealthcare.com/en/investors/shareholder-meetings/annual
-general-meeting-2022/

If the shareholder is an individual, electronic registration and voting in
advance requires strong electronic authentication, which takes place either with
a Finnish bank ID or a Finnish mobile certificate. If the shareholder is a legal
person, electronic registration and voting in advance requires the book-entry
account number of the shareholder. Strong electronic authentication is not used
for shareholders who are legal persons. The terms and other instructions
concerning the electronic voting are available on the Company’s
websitehttps://www.biohithealthcare.com/en/investors/shareholder-meetings/annual
-general-meeting-2022/

  · by mail or email

A shareholder may send the advance voting form available on the Company’s
website or corresponding information Euroclear Finland Oy by regular mail to
Euroclear Finland Oy, Yhtiökokous Biohit Oyj, PL 1110, 00101 Helsinki, Finland
or by email toyhtiokokous@euroclear.eu. The advance voting form will be
available on the Company’s website no later than on 30 May 2022.

If the shareholder participates in the meeting by sending the votes in advance
by mail or email to Euroclear Finland Oy, this constitutes registration for the
Annual General Meeting, provided that the above-mentioned information required
for registration is provided.
Instructions relating to the advance voting may also be found on the Company’s
website athttps://www.biohithealthcare.com/en/investors/shareholder
-meetings/annual-general-meeting-2022/.

When registering for the meeting, the following details shall be provided: the
shareholder’s name, personal identity number or Business ID, address, telephone
number as well as the name of any proxy representative or assistant to be used,
and the personal identity number of the proxy representative. The personal data
given by shareholders to Biohit Oyj will only be used in connection with the
General Meeting and for processing the necessary registrations.

2. 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/she on the record
date of the Annual General Meeting, i.e. on Friday 3 June 2022, 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
registered into the temporary shareholders’ register held by Euroclear Finland
Ltd. at the latest by Friday 10 June 2022 by 10.00 a.m. EEST. As regards nominee
registered shares this constitutes due registration for the Annual General
Meeting.
Aholder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the temporary shareholders’
register of the Company, the issuing of proxy documents and registration for the
Annual General Meeting from his/her custodian bank. The account management
organization of the custodian bank shall register a holder of nominee registered
shares, who wants to participate in the Annual General Meeting, into the
temporary shareholders’ register of the Company at the latest by the time stated
above. The account management organization of the custodian bank shall also
arrange voting in advance on behalf of the holder of nominee registered shares
within the registration period applicable to nominee-registered shares. Further
information on these matters can also be found on the Company’s
websitehttps://www.biohithealthcare.com/en/investors/shareholder-meetings/annual
-general-meeting-2022/

3. Proxy representatives and powers of attorney

A shareholder may participate in the Annual General Meeting by way of proxy
representation. The proxy representative of a shareholder is also required to
vote in advance in the manner instructed in this notice.
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 in different book-entry accounts, the shares by which each proxy
representative represents the shareholder shall be identified in connection with
the registration for the Annual General Meeting.

A power of attorney template and voting instructions will be available on the
Company's website athttps://www.biohithealthcare.com/en/investors/shareholder
-meetings/annual-general-meeting-2022/at the latest on 30 May 2022 once the
deadline for delivering counterproposals to be put to a vote hasexpired.
Possible proxy documents should be delivered by regular mail to Euroclear
Finland Oy, Yhtiökokous, PL 1110, FI-00101 Helsinki, Finland or by e-mail to
yhtiokokous@euroclear.eu at the latest by 8 June 2022 at 4:00 pm. (EEST), by
which time the proxy documents must be received.

Delivery of a power of attorney to Euroclear FinlandOyby the aforementioned
deadline constitutes due registration for the Annual General Meeting, if the
information required for registering for the meeting set out in Section C.1.
above is included in the documents.

4. Other information

Shareholders who hold at least one hundredth of all the shares in the Company
have a right to make a counterproposal on the agenda items, to be put to a vote.
Such counterproposals are required to be sent to the Company by email
toyhtiokokous@biohit.fino later than by 27 May 2022 at 10.00 am EEST,by which
time the counterproposals must have been received. In connection with making a
counterproposal, shareholders are required to provide adequate evidence of
shareholding.The counterproposal will be put to a vote, provided that the
shareholder has the right to participate in the Annual General Meeting and that
the shareholder holds at least one hundredth of all shares in the Company on the
record date of the Annual General Meeting. Should the counterproposal not be put
to a vote at the Meeting, advance votes in favor of the proposal will not be
taken into account.The Company will at the latest on 30 May 2022 at 12.00 noon
EEST publish on its
websitehttps://www.biohithealthcare.com/en/investors/shareholder-meetings/annual
-general-meeting-2022/the counterproposals, if any, that may be voted on.

A shareholder has the right to ask questions referred to in Chapter 5, Section
25 of the Finnish Limited Liability Companies Act with respect to the matters to
be considered at the Meeting. Such questions may be delivered by email
toyhtiokokous@biohit.fiby no later than 3 June 2022, by which time the questions
must have been received.Such questions from shareholders, the Company’s
management’s answers to them, and any counterproposals that will not be put to a
vote will be available on the Company’s
websitehttps://www.biohithealthcare.com/en/investors/shareholder-meetings/annual
-general-meeting-2022/on 6 June 2022 at the latest. In connection with asking
questions and making counterproposals, shareholders are required to provide
adequate evidence of shareholding.

The information on the Annual General Meeting required by the Finnish Limited
Liability Companies Act and the Securities Market Act is available on the
Company’s website athttps://www.biohithealthcare.com/en/investors/shareholder
-meetings/annual-general-meeting-2022/

On 25 May 2022, the date of the notice of the Annual General Meeting, the share
capital of Biohit Oyj consists of a total of 15045593 shares. The shares are
divided into Series A and Series B. The total number of Series A shares is
2975500 producing a total of 59510000 votes, while the total number of Series B
is 12070093 producing a total of 12070093 votes.

Helsinki, 25 May 2022

Biohit Oyj
Board of Directors

Additional information:

Chairman of the Board Eero Lehti, Biohit Oyj
tel. +358 9 773861
investor.relations@biohit.fi (https://www.globenewswire.com/Tracker?data=PwLdjOY0
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www.biohithealthcare.com (https://www.globenewswire.com/Tracker?data=c5rWyQltbzVN
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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 Helsinki in the Small cap/Healthcare
group.www.biohithealthcare.com (https://www.globenewswire.com/Tracker?data=c5rWyQ
ltbzVNETEAzPUZ5WLkdGhFEQ1oTBo35iEHNX8xhFJ8UXxKcBfwNUj1oaJLkJWDIfhT0_qN_43uOPrHsII
Wy25pE_7iX8aTY-nisGmlggNS87UH1ViJkQ-0ezca)



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