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2007-03-08 11:00:00 CET 2007-03-08 11:00:00 CET REGULATED INFORMATION Biotie Therapies - Notice to general meetingINVITATION TO THE ANNUAL GENERAL MEETING OF BIOTIE THERAPIES CORPBIOTIE THERAPIES CORP. STOCK EXCHANGE RELEASE March 8, 2007 INVITATION TO THE ANNUAL GENERAL MEETING OF BIOTIE THERAPIES CORP. The shareholders of Biotie Therapies Corp. are invited to attend the Annual General Meeting of Shareholders (the “AGM”) convening on 28 March 2006 at 10 a.m. (Finnish time) onwards at the Mauno Koivisto-keskus, address Tykistökatu 6, Turku, Finland. The reception of those who have notified of their attendance will start at the meeting venue at 9.30 a.m. MATTERS TO BE DEALT WITH IN THE GENERAL MEETING OF SHAREHOLDERS 1. Matters that shall be dealt with in the Annual General Meeting of Shareholders pursuant to chapter 12 of the Articles of Association and chapter 5, section 3 of the Finnish Companies Act. The Board of Directors of the company proposes that the loss of the financial year shall be transferred to the company's shareholders' equity. The company has be notified that the shareholders representing more than 27.6 % of the company's shares and voting rights will propose to the General Meeting of Shareholders that the composition of the company's Board of Directors shall remain the same and that, thus, the members of the Board of Directors would be Juha Jouhki, Piet Serrure, Riku Rautsola and Pauli Marttila until the end of the Annual General Meeting of Shareholders to be held in 2008. The same shareholders will also propose that the fees of the Board of Directors shall remain the same so that the Chairman of the Board of Directors and the members residing abroad will receive EUR 3 000 and Members of the Board of Directors residing in Finland will receive EUR 1 500 per month and that costs arising from the participation in the meetings will be compensated. According to the shareholders' proposal, PricewaterhouseCoopers Oy, a firm of Authorised Public Accountants and Janne Rajalahti, Authorised Public Accountant, would be elected as the auditors of the company. 2. Amendment to the Articles of Association The Board of Directors proposes that the General Meeting of Shareholders shall amend the Articles of Association, mainly due to the new Finnish Companies Act in force as of 1 September 2006, as follows (references to the articles of the current Articles of Association): (a) Removal of regulations concerning the amount and range of the share capital (Article 4) (b) Removal of the statement concerning the Board of Directors' duty in the management of the company as unnecessary. The duties of the Board of Directors of the company will be determined pursuant to the Finnish Companies Act in force. Removal of 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 CEO's function. The tasks will be determined pursuant to the Finnish Companies Act (Article 6). (d) The right to sign for the company will be changed to the right of representation as set forth in the new Finnish Companies Act. Removal of the statement that the Board of Directors may grant rights to sign for the company and to be noted that the Chairman of the Board of Directors and the CEO shall represent the company each alone and other members of the Board of Directors, two together (Article 7). (e) Section which concerns the presentation of the financial statements at the Annual General Meeting of Shareholders will be 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 will be 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). 3. Proposal by the Board of Directors to amend the terms of the current option programs and convertible loans The Board of Directors proposes that the Annual General Meeting of Shareholders would change the current terms and conditions of the option programs 2004 and 2006 as well as the terms of the convertible loans granted by the company due to the changes proposed in item 2 above and due to the changes made to the Finnish Companies Act as of 1 September 2006. The proposed changes are technical and the changes would entail, amongst others that the subscription or conversion price of each share would be booked to the invested non-restricted equity fund of the Company. Also references to the book equivalent value would be deleted from the terms and conditions of the option programs and of the convertible loan programs. The references to the Companies Act would be updated to refer to the appropriate articles of the Finnish Companies Act currently in force. The proposed changes would not affect the rights of the holders of the options or the convertible loans. 4. Authorisation of the Board of Directors to resolve on a share issue The Board of Directors proposes that the General Meeting of Shareholders shall authorise the Board of Directors to resolve on one or more share issues, which contain the right to give or dispose of shares in the possession of the company and to issue options or other special rights to the shares pursuant to chapter 10 of the Finnish Companies Act. The authorisation would consist of up to 18,000,000 shares in the aggregate. The Board of Directors of the company would be authorised to decide on the determination grounds for the subscription price of the new shares or the subscription price. The authorisation would not exclude the Board of Directors' right to decide on a directed share issue. The authorisation would be effective until 30 June 2008. Documents for the General Meeting of Shareholders and participation: The financial statements data for 2006, the proposals of the Board of Directors and other documents required by the Finnish Companies Act will be available for inspection of the shareholders at the company's head office, address Tykistökatu 6, FI-20520 Turku, Finland, and on the Company's website at www.biotie.com for one week prior to the General Meeting. Copies of the documents will be sent to shareholders on request. Right to participate and notice of participation Shareholders who have been entered on 16 March 2007 as shareholders in the company's shareholders' register kept by the Finnish Central Securities Depository Ltd have the right to attend the General Meeting of Shareholders. Shareholders registered in the name of a nominee shall contact their account operators in order to be temporarily registered in the company's shareholders' register on 16 March 2007 for the participation in the General Meeting of Shareholders. Shareholders who wish to attend the General Meeting of Shareholders are requested to notify the company of their attendance no later than on 26 March 2007 at 4 p.m. (Finnish time). The notification can be made by telephone +358 2 274 8911, by telefax +358 2 274 8910, by e-mail to virve.nurmi@biotie.com or by mail to Biotie Therapies Corp./Virve Nurmi, Tykistökatu 6, FI- 20520 Turku, Finland. In case of a proxy, this should be mentioned when notifying the company of the attendance and the proxy is requested to be submitted prior to the end of the notification period to the aforementioned address. Turku, 7 March 2007 Biotie Therapies Corp. Board of Directors 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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