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2008-04-01 07:00:00 CEST 2008-04-01 07:00:01 CEST REGULATED INFORMATION Biohit Oyj - Notice to general meetingSUMMONS TO THE ANNUAL GENERAL MEETING OF BIOHIT OYJBIOHIT OYJ STOCK EXCHANGE RELEASE ON 1 APRIL 2008 AT 8:00 AM SUMMONS TO THE ANNUAL GENERAL MEETING OF BIOHIT OYJ The shareholders of Biohit Oyj are invited to attend the Annual General Meeting (AGM) of Biohit Oyj to be held on Monday 21 April 2008 starting at 5:00 p.m., address: Pörssisali, Fabianinkatu 14, 00100 Helsinki. Agenda The issues to be handled are those pertaining to the AGM as stipulated by Article 11 of the Company's Articles of Association. Board Structure and the Auditor Shareholders representing over 50% of the votes associated with the Group's shares have issued notification that they are going to propose to the AGM that the number of members of the Board of Directors be five (5) and that the members to be elected until the end of the next AGM be: Peter B. Coggins, Tero J. Kauppinen, Reijo Luostarinen, Mikko Salaspuro, Mårten Wikström and Osmo Suovaniemi. In addition, the above shareholders have suggested that Ernst & Young Oy, a firm of Authorised Public Accountants, be appointed as auditor for a term expiring at the end of the next AGM. Distribution of dividends The Board of Directors proposes to the AGM that no dividends will be distributed for the financial year. Amendments to the Articles of Association The Board of Directors proposes that, in order to enhance the liquidity of the shares, a conversion clause be added to the Articles of Association, enabling the conversion of A shares into B shares, and that the following amendments accordant with the new Limited Liability Companies Act (624/06) and principally technical in nature, be made to the Articles of Association concerning the company's shares, the representation of the company, the appointment of an auditor and the AGM: Articles 3, 7, 9 and 11 of the Articles of Association shall be amended in their entirety to read as follows: Article 3 - The minimum share capital of the company is EUR 1,063,101.29 and the maximum share capital of the company is EUR 4,252,405.16. Within this limit range, the share capital can be increased or decreased without changing the Articles of Association. The shares are divided into series A containing a minimum of 0 and a maximum of 3,902,000 shares and series B containing a minimum of 6,253,537 shares and a maximum of 21,112,148 shares. In the general shareholders' meeting, one series A share entitles the holder to 20 votes, while one series B share entitles to 1 vote. In terms of dividends, series B shares receive dividends that are 2 (two) percentage points higher than series A shares in relation to the nominal values. In the case of dissolution of the company due to a merger or some other reason, holders of series A and B shares have an equal right to merger consideration or other compensation payable due to dissolution. The shares of the company are listed in a book-entry security system. A series A share can be converted, upon the request of its holder and by decision of the Board of Directors, into a series B share, entitling the holder to receive one series B share for one series A share. === Article 7 - The company shall be severally represented by the Chairman of the Board of Directors and the CEO, and jointly by two persons which should be either members of the Board of Directors and/or individuals whom the Board of Directors has authorised to represent the company. === Article 9 - The company has one auditor and, if the auditor is not a firm of accountants, one deputy auditor. The term of the auditor and the deputy auditor, who need to be approved by the Central Chamber of Commerce of Finland, shall expire at the end of the Annual General Meeting following the election. === Article 11 - The general shareholders' meeting is to be held annually on the date decided by the Board of Directors and occurring within six months from the end of the financial year. In a general shareholders' meeting, the following must be presented: 1. Financial Statements 2. Report of the Board of Directors 3. Auditors' Report the following issues must be decided: 4. confirming the Financial Statements 5. use of the profit indicated on the balance sheet 6. discharging the members of the Board of Directors and the CEO from liability 7. the number of members of the Board of Directors and their remuneration the following must be elected: 8. the members of the Board of Directors 9. an auditor and, if necessary, deputy auditor; and the following must be processed: 11. any other issues mentioned in the summons to the AGM. Documents The documents pertaining to the final accounts of the Company and the proposals by the Board of Directors to the AGM are available for review by shareholders as of 1 April 2008 at the Corporate Headquarters of Biohit, address Laippatie 1, 00880 Helsinki. Copies of the documents will be submitted to shareholders upon request. Right of participation and notification Shareholders who on 11 April 2008 have been listed on the shareholder register of the Company, maintained by the Finnish Central Securities Depository, have the right to participate in the AGM. Shareholders wishing to participate in the Annual General Meeting must notify the Company of their participation to the Corporate Headquarters no later than 17 April 2008 by 12:00 noon either in writing to: Biohit Oyj, Annual General Meeting, Laippatie 1, FI-00880, Helsinki, by email to: yhtiokokous@biohit.com, by telefax to: +358-9-7738 6292 or by telephone to: +358-9-7738 61 (switchboard). Any powers of attorney must be submitted by mail before the closing of the registration period. Helsinki, 1 April 2008 Board of Directors of Biohit Oyj Additional information: Osmo Suovaniemi, M.D., Ph.D., Professor President & CEO Tel: +358-9-773 861 GSM: +358-40-745 5605 Email: osmo.suovaniemi@biohit.com Distribution: Helsinki Exchanges Financial Supervisory Authority Press http://www.biohit.com |
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