Biohit Oyj - Notice to general meeting

NOTICE OF BIOHIT OYJ’S ANNUAL GENERAL MEETING

28th of February 2013 at 12 noon (EET)

Biohit Oyj shareholders are invited to attend the company's Annual General
Meeting, which will be held at Hotel Royal at Crowne Plaza, Mannerheimintie 50,
00260 Helsinki, on Monday, 8th of April 2013, starting at 3:00 pm. The
reception of shareholders registered for the meeting and the distribution of
voting slips will commence at 2:00 pm. 



A. Matters on the agenda of the Annual General Meeting

The following matters will be presented for consideration at the Annual General
Meeting: 

1. Opening of the meeting

2. Calling the meeting to order

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

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

5. Recording the legality and quorum of the meeting

6. Presentation of the Financial Statements, the Report of the Board of
Directors and the Auditor's Report for 2012 and Review by the CEO 

7. Adoption of the Financial Statements

8. Resolution on the use of the result shown on the Balance Sheet and on
dividend payment 

The Board of Directors proposes that the profit for the financial period ended
on 31st of December 2012 be recorded in the profit and loss account. 
The Board of Directors proposes that on the basis of the financial statements
to be adopted for the financial period ended on 31st of December 2012, a
dividend of EUR 0,49 per each A share and EUR 0,4998 for each B share be paid. 
Dividend will be paid to shareholders recorded in the company's shareholder
register on the matching day, 11th of April 2013. The Board of Directors
proposes that the dividend will be paid out on 18th  of April. 

9. Distribution of funds from the invested non-restricted equity fund

The Board of Directors proposes that on the basis of the financial statements
to be adopted for the financial period ended on 31st of December 2012, funds
from the invested non-restricted equity fund be distributed to shareholders as
a capital repayment, with the capital repaid amounting to EUR 0,237 for each A
and B share. Capital will be repaid to shareholders recorded in the company's
shareholder register on the matching day, 11th of April 2013. The Board of
Directors proposes that the capital repayment will be made on 18th of April. 

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

11. 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
Biohit'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 following monthly remuneration be paid to the Board members
and the Chairman: EUR 1,600 to the Chairman and EUR 1,500 to other Board
members. 

12. Election of Board members

Shareholders representing more than 50% of the voting rights conferred by all
Biohit's shares have announced their intention to propose to the Annual General
Meeting that the following Board members be re-elected until the end of the
next AGM: professor Osmo Suovaniemi, professor Mikko Salaspuro, Commercial
Counsellor Eero Lehti and M.Sc.Eng. Seppo Luode and as a new member President
Franco Aiolfi.  More information on member candidates is available on the
company website at www.biohithealthcare.com/investors. 

13. Resolution on the remuneration of the Auditor

The Board of Directors proposes that the Auditor to be elected be remunerated
in accordance with his/her invoice. 

14. Election of the Auditor

Shareholders representing more than 50% of the voting rights conferred by all
Biohit's shares have announced their intention to propose that Authorised
Public Accountants Ernst & Young Oy be elected as Auditors until the end of the
next AGM. 

15. Closing of the meeting



B. Documents for the General Meeting

The above proposals of the Board of Directors and shareholders, included in the
agenda of the Annual General Meeting, as well as the Financial Statements,
Consolidated Financial Statements, the Report of the Board of Directors and the
Auditor's Report are available on Biohit Oyj's website at
www.biohithealthcare.com/investors. The Board's and shareholders' proposals and
Financial Statements will also be available at the Annual General Meeting, and
copies of them and of this notice will be sent to shareholders by request. 



C. Instructions for the participants at the Annual General Meeting

1. The right to participate and registration

Shareholders who on the Annual General Meeting record date of 25th of March
2013 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. 

Shareholders wishing to participate in the Annual General Meeting must register
their participation. Registration begins on 1st of March 2013 at 9:00 am and
ends on 2nd of April 2013 at 4:00 pm. 



Registration may be submitted:

- Online at www.biohithealthcare.com/investors
- By telephone: +358 9 773 861 on weekdays between 9 a.m. and 3 p.m.
- By e-mail: yhtiokokous@biohit.fi
- By letter: Biohit Oyj, Yhtiökokous, Laippatie 1, 00880 Helsinki

When registering for the meeting, the following details shall be provided: the
shareholder's name, personal identity number, address and telephone number as
well as the name of any proxy representative or assistant to be used, and the
personal identity number of the assistant. 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. 

Pursuant to Chapter 5, section 25 of the Limited Liabilities Companies Act, a
shareholder who is present at the General Meeting has the right to request
information with respect to the matters to be considered at the meeting. 



2. Proxy representatives and powers of attorney

A shareholder may participate in the General Meeting and exercise his/her
rights at the meeting through proxy representation. A shareholder may have
several proxy representatives representing the shareholder with shares in
different securities accounts. In such a case, the shares with which each proxy
representative represents the shareholder shall be specified at the time of
registration. 

A proxy representative shall produce a dated proxy document or otherwise
demonstrate, in a reliable manner, his/her right to represent the shareholder
at the meeting. Any proxy documents should be delivered as originals no later
than 4:00 pm on 2 April 2013 to Biohit Oyj, Yhtiökokous, Laippatie 1, 00880
Helsinki. 



3. Holders of nominee registered shares

If a holder of nominee registered shares is entitled to be registered in the
company's shareholder register on the record date of 25 March 2013, the
shareholder may, in accordance with instructions from his/her asset manager,
ask to be temporarily entered into the company's shareholder register for
participation in the General Meeting on 3rd of April 2013 at 10:00 am at the
latest. The holder of nominee registered shares is deemed to have registered
for the General Meeting if he/she was registered for a temporary entry in the
shareholder register in the manner described above. 

A holder of nominee registered shares is advised to request from his/her asset
manager to provide the necessary instructions for temporary registration in the
company's shareholder register, the issuing of proxy documents and registration
for the General Meeting. 



4. Other information

On 28 February 2013, the date of the notice of the AGM, the share capital of
Biohit Oyj consists of a total of 13,615,593 shares. The shares are divided
into Series A and Series B. The total number of Series A shares is 2,975,500,
producing a total of 59,510,000 votes, while the total number of Series B is
10,640,093, producing a total of 10,640,093 votes. 





Helsinki, 28th of February 2013

Biohit Oyj Board of Directors