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NOTICE OF BIOHIT OYJ’S EXTRAORDINARY GENERAL MEETING
Biohit Oyj Stock Exchange Release July 2, 2018 at 9:30 am local time (EEST)
Biohit Oyj shareholders are invited to attend the Extraordinary General Meeting of Biohit Oyj to be held on Thursday, August 16, 2018 starting at 4:00 pm at Vanha Ylioppilastalo. The address is Mannerheimintie 3, 00100 Helsinki. The reception of shareholders registered for the meeting and the distribution of voting slips will commence at 3:00 pm. Coffee will be served.
A. Matters on the agenda of the Extraordinary General Meeting
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to inspect the minutes and 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. Resolution on the number of the Board of Directors
Shareholders representing more than 50% of the voting rights conferred by all the Company’s shares, have announced their intention to propose to the Extraordinary General Meeting that the number of the Board members be confirmed at six (6).
7. Election of the new member to the Board of Directors
Shareholders representing more than 50% of the voting rights conferred by all the Company’s shares, have announced their intention to propose to the Extraordinary General Meeting that in addition to the members of the Board of Directors elected in the Annual General Meeting of the Company the Managing Director of Biohit HealthCare (Hefei) Co., Ltd Mr. Liu Feng be elected as the new member of the Board of Directors until the end of the next Annual General Meeting. More information on member candidate is available on the Company website at: www.biohit.fi/sijoittajat.
8. Closing of the meeting
B. Documents for the Extraordinary General Meeting
The above proposals of the shareholders, included in the agenda of the Extraordinary General Meeting, as well as this notice to the Extraordinary General Meeting are available on Biohit Oyj’s website at www.biohithealthcare.com/investors on Monday 2 July 2018 at 10:30 am. The shareholders’ proposals will also be available at the Extraordinary General Meeting, and copies of them and of this notice will be sent to shareholders by request.
C. Instructions for the participants at the Extraordinary General Meeting
1. The right to participate and registration
Shareholders who on the Extraordinary General Meeting record date of Monday 6 August 2018 are registered in the shareholder register maintained by Euroclear Finland Oy have the right to participate in the Extraordinary General Meeting. Any shareholder whose shares are registered on his/her personal Finnish book-entry account is registered in the Company’s shareholder register.
Shareholder entered into the Company’s list of shareholders wishing to attend the Extraordinary General Meeting, shall notify the Company no later than 10:00 am on Monday 13 August 2018 at which point the corresponding notification must have reached the Company.
Registration may be submitted:
• Online at www.biohithealthcare.com/investors
• By telephone: +358 (0) 20 770 6889 on weekdays between 9 am and 4 pm
• By letter: Biohit Oyj, Yhtiökokous, Laippatie 1, 00880 Helsinki
When registering for the meeting, the following details shall be provided: the shareholder’s name, personal identity number, address, telephone number as well as the name of any proxy representative or assistant to be used, and the personal identity number of the assistant. The personal data given by shareholders to Biohit Oyj will only be used in connection with the General Meeting and for processing the necessary registrations.
Pursuant to Chapter 5, section 25 of the Limited Liabilities 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. 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, i.e. on Monday 6 August 2018, would be entitled to be registered in the shareholders' register of the Company held by Euroclear Finland Ltd. The right to participate in the Extraordinary General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders' register held by Euroclear Finland Ltd. at the latest on Monday 13 August, 2018 at 10:00 am (Finnish time). As regards nominee registered shares this constitutes due registration for the Extraordinary General Meeting.
A holder of nominee registered shares is advised to request from his/her asset manager to provide the necessary instructions for temporary registration in the Company's shareholder register, the issuing of proxy documents and registration for the Extraordinary General Meeting. The account management organization of the custodian bank has to temporarily register a holder of nominee registered shares, who wants to participate in the Extraordinary General Meeting, into the shareholders’ register of the Company no later than the time stated above.
3. Proxy representatives and powers of attorney
A shareholder may participate in the Extraordinary General Meeting and exercise his/her rights at the meeting through proxy representation. A shareholder may have several proxy representatives representing the shareholder with shares in different securities accounts. In such a case, the shares with which each proxy representative represents the shareholder shall be specified at the time of registration.
A proxy representative shall produce a dated proxy document and an extract from the trade register. Proxy documents and extracts from the trade register should be delivered as originals no later than 10:00 am on 13 August 2018 to Biohit Oyj, Yhtiökokous, Laippatie 1, 00880 Helsinki.
4. Other information
On 2 July 2018, the date of the notice of the Extraordinary General Meeting, the share capital of Biohit Oyj consists of a total of 14,889,278 shares. The shares are divided into Series A and Series B. The total number of Series A shares is 2,975,500 producing a total of 59,510,000 votes, while the total number of Series B is 11,913,778 producing a total of 11,913,778 votes.
Helsinki, 2 July 2018
Board of Directors
CEO Semi Korpela, Biohit Oyj
tel. +358 9 773 861
Biohit in brief
Biohit Oyj is a globally operating Finnish biotechnology company. Biohit’s mission is “Innovating for Health” – we produce innovative products and services to promote research and early diagnosis. Biohit is headquartered in Helsinki, Finland, and has subsidiaries in Italy and the UK. Biohit's Series B share (BIOBV) is quoted on Nasdaq Helsinki in the Small cap/Healthcare group. www.biohithealthcare.com