Biotie Therapies - Notice to convene extr.general meeting

INVITATION TO THE EXTRAORDINARY GENERAL MEETING OF BIOTIE THERAPIES CORP.

BIOTIE THERAPIES CORP.   STOCK EXCHANGE RELEASE     10 January 2011 at 11.55
p.m.



INVITATION TO THE EXTRAORDINARY GENERAL MEETING OF BIOTIE THERAPIES CORP.

Notice is given to the shareholders of Biotie Therapies Corp. to the
Extraordinary General Meeting to be held on Tuesday, 1 February 2011 at 9:00
a.m. in an auditorium at the Mauno Koivisto Centre, address BioCity, Tykistökatu
6, 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

Biotie Therapies Corp., shareholders of Synosia Therapeutics Holding AG
("Synosia"), holders of certain warrants issued by Synosia and Synosia have on
10 January 2011 entered into a Combination Agreement, according to which
agreement Biotie Therapies Corp. would acquire Synosia by paying the purchase
price for the shares of Synosia and the warrants issued by Synosia through the
issuance of new shares of Biotie Therapies Corp., so that upon closing of the
transaction Synosia would become a fully owned subsidiary of Biotie Therapies
Corp. (the "Transaction"). Pursuant to the Combination Agreement, the execution
of the Transaction entails issuing shares and taking other measures which shall
be at the discretion of the Extraordinary General Meeting.

The Company has been informed that the shareholders representing more than 10
per cent of the Company's shares and voting rights are in favour of the
Transaction and the measures required for the completion of the Transaction. For
implementing such measures, the Board of Directors of the Company proposes that
the following matters will be considered at the Extraordinary General Meeting:

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. Share issue resolutions required for the completion of the acquisition of
Synosia

Pursuant to the Combination Agreement, upon completion of the Transaction the
purchase price for the shares of Synosia and the warrants issued by Synosia
shall be paid through the issuance of new shares of the Company. Upon completion
of the Transaction, the Company shall also issue shares without payment to
Synosia for the purposes of conveying such shares further to holders of option
rights issued by Synosia to its employees, members of its board and certain
external experts upon the exercise of the option rights against payment in
accordance with the option terms.

For implementing the measures required for the completion of the contemplated
Transaction, the Board of Directors of the Company proposes that the
Extraordinary General Meeting would resolve on the issues of shares in
accordance with sub-section (a) and (b) below.

a) Board of Directors' proposal to resolve on a directed issue of shares against
payment

The Board of Directors proposes that the Extraordinary General Meeting shall
resolve to issue 161,448,371 new shares for subscription, in deviation from the
shareholders' pre-emptive subscription right referred to in chapter 9, section
3 of the Companies Act, to shareholders of Synosia as well as holders of certain
warrants issued by Synosia.

The issuance of the new shares to shareholders and warrant holders of Synosia
will enable the completion of the acquisition of Synosia through equity
financing. Thus, from the Company's point of view, there is a weighty financial
reason for the deviation from the shareholders' pre-emptive right referred to in
chapter 9, section 4, subsection 1 of the Companies Act.

The subscription price for the shares is EUR 0.535 per share. The subscription
price has been determined by taking into consideration the volume weighted
average share price of the Company in ten (10) trading days prior to and
including the date of signing the Combination Agreement.

Instead of a cash payment, the subscription price for the shares shall be paid
by each subscriber as contribution in kind by conveying all shares of Synosia
and warrants issued by Synosia held by the subscriber. As a consideration for
all shares issued by the Company, all outstanding shares of Synosia and all
outstanding warrants issued by Synosia shall be conveyed as contribution in
kind. The subscription price of the new shares shall be paid upon the
subscription, unless the Board of Directors of the Company prolongs the payment
term.

The subscription period begins on 1 February 2011 immediately following the
Extraordinary General Meeting and ends at the latest on 8 February 2011. The
Board of Directors of the Company may prolong the subscription period.

The subscriber is entitled to exercise the rights belonging to a shareholder in
the Company once the new shares have been registered with the Finnish Trade
Register. Upon the registration with the Trade Register and the approval of the
prospectus to be issued by the Company for the listing of the shares, the
Company will apply for the shares to be listed for public trading on NASDAQ OMX
Helsinki Ltd and traded equal to the other shares of the Company.

b) Board of Directors' proposal to resolve on a directed issue of shares without
payment

The Board of Directors proposes that the Extraordinary General Meeting shall
resolve to issue 14,912,155 new shares for subscription, in deviation from the
shareholders' pre-emptive subscription right referred to in chapter 9, section
3 of the Companies Act, to Synosia.

The issuance of the shares to Synosia will enable the completion of the
Transaction as well as the rewarding and incentive schemes of the employees,
members of the board and external experts of the Company's future subsidiary.
Thus, there is an especially weighty reason for the deviation from the
shareholders' pre-emptive right both for the company and in regard to the
interests of all shareholders in the Company referred to in chapter 9, section
4, subsection 1 of the Companies Act.

The shares are offered for subscription without payment.

The subscription period begins on 1 February 2011 immediately following the
Extraordinary General Meeting and ends at the latest on 8 February 2011. The
Board of Directors of the Company may prolong the subscription period.

The subscriber is entitled to exercise the rights belonging to a shareholder in
the Company once the new shares have been registered with the Finnish Trade
Register. Upon the registration with the Trade Register and the approval of the
prospectus to be issued by the Company for the listing of the shares, the
Company will apply for the shares to be listed for public trading on NASDAQ OMX
Helsinki Ltd and traded equal to the other shares of the Company.

7. Amendment of the Articles of Association

The Company has been notified that subject to the Extraordinary General Meeting
resolving on the issuance of shares as set forth in sub-sections (a) and (b) of
section 6, the shareholders representing more than 10 per cent of the Company's
shares and voting rights will propose that the Extraordinary General Meeting
would resolve to amend the Article 5 of the Company's Articles of Association so
that the Company's Board of Directors may consist of a maximum of ten members.
After the amendment the Article 5 would be as follows:

 "5 § Board of Directors

The Board of Directors consists of at least three (3) and at most ten (10)
members.

The term of office of the member of the Board of Directors shall expire at the
end of the annual general meeting of shareholders following their election.

The Board of Directors elects one of its members as the Chairman. The Managing
Director of the company cannot be elected as the Chairman of the Board of
Directors.

The Board of Directors constitutes a quorum when more than half of the members
of the Board of Directors are present."

8. Resolution on the number of members of the Board of Directors

The Company has been notified that subject to the Extraordinary General Meeting
resolving on the issuance of shares as set forth in sub-sections (a) and (b) of
section 6 and the amendment of the Articles of Association in accordance with
section 7, the shareholders representing more than 10 per cent of the Company's
shares and voting rights will propose that the Extraordinary General Meeting
would resolve that the number of members of the Board of Directors would be
increased to ten upon the entry into force of the amendment of the Article 5 of
the Company's Articles of Association.

9. Election of new members to the Board of Directors

The Company has been notified that subject to the Extraordinary General Meeting
resolving on the issuance of shares as set forth in sub-sections (a) and (b) of
section 6, the amendment of the Articles of Association as set forth in section
7 and the increase of number of the members of the Board of Directors as set
forth in section 8, the shareholders representing more than 10 per cent of the
Company's shares and voting rights will propose that the Extraordinary General
Meeting would resolve:

(i) to elect Brad Bolzon and Andy Schwab as new members of the Board of
Directors replacing the resigning Board members Pauli Marttila and Riku Rautsola
and in addition to elect Guido Magni, Ismail Kola and Bill Burns as new members
of the Board of Directors, in each case upon the entry into force of the
amendment of the Article 5 of the Company's Articles of Association, and

(ii) that the remuneration payable to the members of the Board of Directors
would remain as decided by the Annual General Meeting of Shareholders in 2010,
as follows: EUR 4,000 per month for the Chairman and EUR 3,000 per month for
other Board members. In addition, it is proposed that reasonable travelling
expenses for the meetings would be compensated.

Presentations of the proposed new members of the Board of Directors will be
available on the Company's website at www.biotie.com at the latest on 25 January
2011.

10. Closing of the meeting



B. DOCUMENTS OF THE EXTRAORDINARY GENERAL MEETING

The proposals of the Board of Directors and shareholders relating to the agenda
of the Extraordinary General Meeting as well as this notice are available on the
Company's website at www.biotie.com. In addition, the annual report of the
company for the financial year ended on 31 December 2009 (including the
Company's financial statements, the report of the Board of Directors and the
auditor's report), the interim reports prepared after the expiry of the
financial year ended on 31 December 2009 and a statement by the Board of
Directors on the events occurred after 30 September 2010 having an material
effect on the state of the Company are available on the above-mentioned website.
The documents mentioned above 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
15 February 2011.



C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE EXTRAORDINARY GENERAL MEETING

1. The right to participate and registration

Each shareholder, who is registered on 20 January 2011 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 Finnish book-entry account, is registered in
the shareholders' register of the Company.

A shareholder registered in the Company's share register, who wants to
participate in the Extraordinary General Meeting, shall register for the meeting
no later than 27 January 2011 at 10:00 a.m. Finnish time by giving a prior
notice of participation. Such notice can be given:

a) by e-mail to 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 or proxy representative and the personal identification
number of a proxy representative. The personal data given to the Company 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. When a shareholder participates in the
Extraordinary 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 Extraordinary General
Meeting.

Possible proxy documents should be delivered in original to the Company 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
Extraordinary General Meeting by virtue of such shares, based on which he/she on
the record date of the Extraordinary General Meeting, on 20 January 2011 would
be entitled to be registered in the shareholders' register of the Company held
by Euroclear Finland Ltd. The right to participate in the general meeting
requires, in addition, that the shareholder on the basis of such shares has been
temporarily registered into the shareholders' register held by Euroclear Finland
Ltd. at the latest by 27 January 2011 by 10:00 a.m. Such temporary registration
constitutes due registration for the Extraordinary General Meeting.

A holder of nominee registered shares is advised to request without delay from
his/her custodian bank 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. The account management
organization of the custodian bank shall register a holder of nominee registered
shares, who wants to participate in the Extraordinary General Meeting, to be
temporarily entered into the shareholders' register of the Company at the latest
by the time stated above.

4. Other information

On the date of this notice to the Extraordinary General Meeting, 10 January
2011, the total number of shares in Biotie Therapies Corp. is 176,003,931. Of
these shares, 14,747,084 are held by the Company as treasury shares. Thus, the
total number of votes in Biotie Therapies Corp. is 161,256,847.

In Turku, 10 January 2011

Biotie Therapies Corp.

Board of Directors

For further information, please contact:

Virve Nurmi, Investor Relations Manager
tel. +358 2 274 8911, e-mail: virve.nurmi@biotie.com
www.biotie.com

Distribution:
NASDAQ OMX Helsinki Ltd
Main Media

About Biotie Therapies

Biotie is a specialized drug development company focused on central nervous
system and inflammatory diseases. It has several innovative small molecule and
biological drug candidates at different stages of clinical development. Biotie's
products address diseases with high unmet medical need and significant market
potential, including addiction and a broad range of inflammatory conditions such
as rheumatoid arthritis or chronic obstructive pulmonary disease (COPD). The
most advanced product, nalmefene for alcohol dependence, is currently in phase
III clinical development by licensing partner H. Lundbeck A/S.

Biotie is based in Turku, Finland and its shares are listed on NASDAQ OMX
Helsinki Ltd.

For more information, please refer to www.biotie.com


SCHEDULE

BOARD OF DIRECTORS' PROPOSALS TO THE EXTRAORDINARY GENERAL MEETING OF
SHAREHOLDERS TO BE HELD ON 1 FEBRUARY 2011

Biotie Therapies Corp. (the "Company") has on 10 January 2011 entered into a
Combination Agreement, according to which agreement the Company would acquire
Synosia Therapeutics Holding AG ("Synosia") by paying the purchase price for the
shares of Synosia and the warrants issued by Synosia through the issuance of new
shares of the Company, so that upon closing of the transaction Synosia would
become a fully owned subsidiary of the Company (the "Transaction"). In addition,
upon completion of the acquisition the Company would issue shares to Synosia for
the purposes of conveying such shares further to holders of option rights issued
by Synosia to its employees, members of its board and certain external experts
upon the exercise of the option rights.

For implementing the measures required for the completion of the contemplated
Transaction, the Board of Directors of the Company proposes that the
Extraordinary General Meeting would resolve on the issues of shares in
accordance with sections 1 and 2 below.

1. Board of Directors' proposal to resolve on a directed issue of shares against
payment

The Board of Directors proposes that the Extraordinary General Meeting of
Shareholders resolves to issue shares on the following terms and conditions:

a) The Company issues 161,448,371 new shares for subscription.

b) In deviation from the shareholders' pre-emptive subscription right referred
to in chapter 9, section 3 of the Companies Act, the new shares shall be offered
for subscription to shareholders of Synosia Therapeutics Holding AG ("Synosia")
as well as holders of in total 46,154 warrants issued by Synosia entitling to
subscribe shares in Synosia, as detailed in the subscription list.

On 10 January 2011, the Company has signed an agreement regarding the
acquisition of Synosia (the "Combination Agreement"), in accordance with which
agreement the purchase price for the shares and the warrants issued by Synosia
shall be paid through the issuance of new shares of the Company. The issuance of
the new shares to shareholders and warrant holders of Synosia will enable the
completion of the acquisition through equity financing. Thus, from the Company's
point of view, there is a weighty financial reason for the deviation from the
shareholders' pre-emptive right referred to in chapter 9, section 4, subsection
1 of the Companies Act.

c) The subscription price for the shares is EUR 0.535 per share. The
subscription price has been determined by taking into consideration the volume
weighted average share price of the Company in ten (10) trading days prior to
and including the date of signing the Combination Agreement.

Instead of a cash payment, the subscription price for the shares shall be paid
by each subscriber as contribution in kind by conveying all shares of Synosia
and warrants issued by Synosia held by the subscriber. As consideration for all
issued shares, all outstanding shares of Synosia and all outstanding warrants
issued by Synosia shall be conveyed as contribution in kind. The account
specifying the contribution in kind referred to in chapter 9, section 12,
subsection 2 of the Companies Act is attached hereto as Appendix 1.

d) The subscription price of the new shares shall be paid upon the subscription,
unless the Board of Directors of the Company prolongs the payment term.

e) The subscription period begins on 1 February 2011 immediately following the
Extraordinary General Meeting and ends at the latest on 8 February 2011. The
Board of Directors of the Company may prolong the subscription period. The
subscription shall be made to the subscription list provided by the Company.

f) The parties entitled to subscribe for the shares have the right and
obligation to convey the contribution in kind, as described in item (c), as
payment of the shares.

g) The subscription price shall be recorded in the Company's share capital.

h) The Chairman of the Board of Directors and the CEO each alone as well as two
members of the Company's Board of Directors jointly are authorised to accept the
subscriptions made in accordance with the issue terms.

i) The subscriber is entitled to exercise the rights belonging to a shareholder
in the Company once the new shares have been registered with the Finnish Trade
Register. Upon the registration with the Trade Register and the approval of the
prospectus to be issued by the Company for the listing of the shares, the
Company will apply for the shares to be listed for public trading on NASDAQ OMX
Helsinki Ltd and traded equal to the other shares of the Company.

j) The Board of Directors shall resolve on other matters relating to the
subscription of shares.

2. Board of Directors' proposal to resolve on a directed issue of shares without
payment

The Board of Directors proposes that the Extraordinary General Meeting of
Shareholders resolves to issue shares on the following terms and conditions:

a) The Company issues 14,912,155 new shares for subscription.

b) In deviation from the shareholders' pre-emptive subscription right referred
to in chapter 9, section 3 of the Companies Act, the shares shall be offered for
subscription to Synosia Therapeutics Holding AG ("Synosia").

On 10 January 2011, the Company has signed an agreement regarding the
acquisition of Synosia ("Combination Agreement"), in accordance with which
agreement upon completion of the acquisition the Company shall issue shares to
Synosia for the purposes of conveying such shares further to holders of option
rights issued by Synosia to its employees, members of the board and certain
external experts upon the exercise of the option rights against payment in
accordance with the option terms. The issuance of the shares to Synosia will
enable the completion of the Transaction as well as the rewarding and incentive
schemes of the employees, members of the board and external experts of the
Company's future subsidiary. Thus, there is an especially weighty reason for the
deviation from the shareholders' pre-emptive right both for the company and in
regard to the interests of all shareholders in the Company referred to in
chapter 9, section 4, subsection 1 of the Companies Act.

c) The shares are offered for subscription without payment.

d) The subscription period begins on 1 February 2011 immediately following the
Extraordinary General Meeting and ends at the latest on 8 February 2011. The
Board of Directors may prolong the subscription period. The subscription shall
be made to the subscription list provided by the Company.

e) The Chairman of the Board of Directors and the CEO each alone as well as two
members of the Company's Board of Directors jointly are authorised to accept the
subscriptions made in accordance with the issue terms.

f) The subscriber is entitled to exercise the rights belonging to a shareholder
in the Company once the new shares have been registered with the Finnish Trade
Register. Upon the registration with the Trade Register and the approval of the
prospectus to be issued by the Company for the listing of the shares, the
Company will apply for the shares to be listed for public trading on NASDAQ OMX
Helsinki Ltd and traded equal to the other shares of the Company.

g) The Board of Directors shall resolve on other matters relating to the
subscription of shares.

In Turku, 10 January 2011

Biotie Therapies Corp.

Board of Directors


APPENDIX 1

account on the contribution in kind

Biotie Therapies Corp. (the "Company") has on 10 January 2011 entered into a
Combination Agreement, according to which agreement the Company would acquire
Synosia Therapeutics Holding AG ("Synosia") by paying the purchase price for the
shares of Synosia and the warrants issued by Synosia through the issuance of new
shares of the Company, so that upon closing of the transaction Synosia would
become a fully owned subsidiary of the Company. The subscription price for the
shares of the Company offered for subscription shall be paid by conveying all
the shares in Synosia and all warrants issued by Synosia as a contribution in
kind.

As the account in accordance with chapter 9, section 12, subsection 2 of the
Companies Act specifying the contribution in kind and the price covered by it,
as well as the circumstances relevant to the valuation of the contribution and
the methods of valuation, we state the following:

Altogether 7,160,306 shares of Synosia representing the whole share capital of
Synosia, and altogether 46,154 warrants issued by Synosia entitling to subscribe
shares of Synosia shall be transferred to Biotie Therapies Corp. as contribution
in kind.

The contribution in kind shall serve as consideration for the payment of the
subscription price of altogether 161,448,371 new shares in Biotie Therapies
Corp. The subscription price of said shares is EUR 0.535 per share.

The purchase price, i.e. the aggregate subscription price to be paid as
contribution in kind, is a result of negotiations between the parties to the
transaction. The determination of the value of the contribution in kind and thus
also the exchange rate to be applied, is based on the price paid in CHF for
Synosia shares during the Series C financing round in August 2010 by certain
investors in Synosia (including a new investor).

The net present value of the discounted and risk adjusted future cash flows
relating to the different drug development projects owned by Synosia have been
determined for the support of the valuation. The calculations of risk adjusted
net present values were prepared with the assistance of external financial and
technical advisors. The calculations took into account, inter alia, the present
stage of the development projects and their probability of success, the future
development costs of the projects, corresponding competing products that are on
the market or under development, commercial circumstances as well as present
licence agreements and other commercial agreements and possibilities to enter
into new licence agreements and other commercial agreements. Valuation of
current assets was based on a financial due diligence performed with the
assistance of external financial advisors.

Simultaneously, Biotie Therapies Corp.'s drug development projects and current
assets were internally assessed with the similar methodology to ensure the
accuracy of the evaluation of the Synosia projects.

The above valuation of the contribution in kind is made based on the aggregate
contribution in kind. As the aggregate contribution in kind is composed of the
entire share capital of Synosia as well as the warrants issued be Synosia
entitling to shares in Synosia, separate exchange ratios have been determined to
the shares of Synosia and the warrants of Synosia. For each share of Synosia
conveyed as contribution in kind the subscriber can subscribe approximately
22.43 shares of Biotie Therapies Corp. and for each warrant of Synosia
approximately 17.95 shares of Biotie Therapies Corp., in both cases rounded
downwards to the nearest whole figure. The above allocation of Biotie Therapies
Corp.'s shares among the subscribers is based on the allocation agreed upon
among the parties in the Combination Agreement.

Nomura Code Securities Limited has assisted the Company in the value assessment
and issued a fairness opinion on the financial grounds of the transaction to the
Company. Bridgehead International has assisted the Company as technical advisors
in the assessment in the technical due diligence of selected key development
programs.

Biotie Therapies Corp. has carried out a financial, technical and legal due
diligence review in Synosia.

In Turku, 10 January 2011

Biotie Therapies Corp.
Board of Directors


[HUG#1478646]