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2007-03-28 12:00:00 CEST 2007-03-28 12:00:00 CEST REGULATED INFORMATION Biotie Therapies - Decisions of general meetingResolutions of the Annual General Meeting of Biotie Therapies Corp. held on 28 March 2007BIOTIE THERAPIES CORP. STOCK EXCHANGE RELEASE 28 March, 2007 Resolutions of the Annual General Meeting of Biotie Therapies Corp. held on 28 March 2007 The Annual General Meeting of Biotie Therapies Corp. was held on 28 March 2007. The General Meeting of Shareholders adopted the income statement and balance sheet including the consolidated income statement and balance sheet for the financial year 1 January 2006-31 December 2006. The General Meeting of Shareholders resolved pursuant to the proposal of the Board of Directors that the loss of the financial year, EUR 8,021,000, shall be transferred to the company's equity. The General Meeting of Shareholders discharged the members of the Board of Directors and the President and CEO from liability concerning the financial year from 1 January-31 December 2006. The number of the members of the Board of Directors was resolved to be four. Juha Jouhki, Pauli Marttila, Riku Rautsola and Piet Serrure were re-elected as the members of the Board of Directors. Janne Rajalahti, Authorized Public Accountant, and PricewaterhouseCoopers Oy, Authorized Public Accountants, were elected as auditors of Biotie Therapies Corp. At the organization meeting of the Board of Directors, convened immediately after the Annual General Meeting, Juha Jouhki was elected as the Chairman of the Board of Directors and Pauli Marttila as the deputy chairman. The General Meeting resolved pursuant to the proposal of the Board of Directors to amend the Articles of Association to better correspond to the Finnish Companies Act entered into force on 1 September 2006. The Meeting resolved on the following amendments: a) Removal of regulations concerning the amount and range of the share capital (Article 4). b) Removal of the statement regarding the tasks of the Board of Directors in the management of the company and the statement that a quorum requires the attendance of either the Chairman or the Vice Chairman (Article 5). c) Removal of the description of the President and CEO's function (Article 6). d) The right to sign for the company was changed to the right of representation as set forth in the Finnish Companies Act currently in force and removal of the statement how the Board of Directors may grant rights to sign for the company. It is noted that the Company is represented by the Chairman of the Board of Directors and the Managing Director, each alone, and two members of the Board of Directors together (Article 7). e) Section which concerns the presentation of the financial statements at the Annual General Meeting of Shareholders was amended so that the financial statements containing the consolidated financial statements and the annual report, which no longer is a part of the financial statements, will be presented at the meeting (Article 12). f) The wording of the section concerning the adoption of the financial statements was amended so that according to it the General Meeting of Shareholders shall adopt the financial statements and the consolidated financial statements instead of the previous income statement and balance sheet and the consolidated income statement and balance sheet (Article 12). The General Meeting resolved pursuant to the proposal of the Board of Directors to amend the terms and conditions of the company's convertible capital loan of 2004. Further, the General Meeting resolved to amend the terms and conditions of the 2004 and 2006 option programmes. The references in terms of both the convertible capital loan and option programmes to terms and practices under the former Finnish Companies Act, which after the amendment of the Act and the Company's Articles of Association no longer are necessary, will be removed. Further, the reference to measures to be taken pursuant to option rights in the reduction of the share capital was amended to correspond to the Finnish Companies Act in force. Furthermore, the terms and conditions were amended so that the subscription price of the shares both according to the terms and conditions of the convertible capital loan and the options may be recognised in the invested free equity fund in its entirety. The General Meeting authorised the Board of Directors to make other corresponding amendments to the terms and conditions of the convertible capital loan and option programmes without changing the number of shares to be subscribed for pursuant to the convertible capital loans or option rights or any other material terms and conditions. The General Meeting authorised the Board of Directors to resolve on the issuance of the maximum of 18,000,000 new shares in one or several instalments in a share issue or on the issuance of options or other special rights to the shares. The authorisation entitles the Board of Directors to deviate from the shareholders' pre-emptive subscription right. The authorisation is effective until 30 June 2008. PRESIDENT AND CEO'S REVIEW Timo Veromaa, President and CEO, discussed the company's operations, results and future in his review. The presentation is available on the Company's homepage at www.biotie.com. Turku, 28 March 2007 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: Helsinki Stock Exchange Main Media |
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