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2011-02-01 10:30:00 CET 2011-02-01 10:30:16 CET REGULATED INFORMATION Biotie Therapies - Decisions of extraordinary general meetingResolutions of the Extraordinary General Meeting of Biotie Therapies Corp. held on 1 February 2011BIOTIE THERAPIES CORP. STOCK EXCHANGE RELEASE 1 February, 2011, at 11.30 a.m. Resolutions of the Extraordinary General Meeting of Biotie Therapies Corp. held on 1 February 2011 The Extraordinary General Meeting ("EGM") of Biotie Therapies Corp. ("Biotie" or the "Company") was held on 1 February 2011. The meeting unanimously resolved to approve all proposals as set forth in the invitation to the EGM. Issue of new shares Biotie, Synosia Therapeutics Holding AG ("Synosia") and Synosia's shareholders and warrant holders have on 10 January 2011 entered into a combination agreement ("Combination Agreement") according to which agreement Biotie 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, so that upon closing of the transaction Synosia would become a fully owned subsidiary of Biotie (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. For implementing the measures required for the completion of the contemplated Transaction, the Board of Directors of Biotie has proposed to the EGM that the EGM would resolve (i) to issue 161,448,371 new shares to be subscribed by shareholders of Synosia as well as holders of certain warrants issued by Synosia against payment in deviation from the shareholders' pre-emptive subscription right and (ii) to issue 14,912,155 new shares for subscription to Synosia without payment in deviation from the shareholders' pre- emptive subscription right. (A) Directed issue of shares against payment The EGM resolved 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 on the terms and conditions set forth in the Board's proposal to the EGM. The subscription period begins on 1 February 2011 immediately following the EGM 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) Directed issue of shares without payment The EGM resolved 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 on the terms and conditions set forth in the Board's proposal to the EGM. 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 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. Amendment of the Articles of Association The EGM resolved, as proposed by the shareholders representing more than 10 per cent of the Company's shares and voting rights, to amend the Article 5 of the Articles of Association so that the maximum number of Directors is ten (10). Resolution on the number of members of the Board of Directors The EGM resolved, as proposed by the shareholders representing more than 10 per cent of the Company's shares and voting rights, that the number of members of the Board of Directors shall be increased to ten upon the entry into force of the amendment of the Article 5 of the Company's Articles of Association. Election of new members to the Board of Directors The EGM resolved to elect Bradley J. Bolzon and Andrew J. 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 William M. 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. After the registration of the amendment to the Articles of Association, the Board would thus comprise of Peter Fellner (chairman), Merja Karhapää, Bernd Kastler, Piet Serrure, James S. Shannon, Bradley J. Bolzon, Andrew J. Schwab, Guido Magni, Ismail Kola and William M. Burns. The EGM further resolved 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 and that reasonable travelling expenses for the meetings shall be compensated. In Turku, 1 February 2011 Biotie Therapies Corp. Timo Veromaa President and CEO 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 [HUG#1484176] |
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