News Column

INVITATION TO THE ANNUAL GENERAL MEETING OF BIOTIE THERAPIES CORP.

February 27, 2014

BIOTIE THERAPIES CORP.       STOCK EXCHANGE RELEASE              28 February 2014 at 9.05 a.m. INVITATION TO THE ANNUAL GENERAL MEETING OF BIOTIE THERAPIES CORP. Notice is given to the shareholders of Biotie Therapies Corp. to the Annual General Meeting to be held on Thursday, 3 April 2014 at 10.00 a.m. (Finnish time) at the Alpha auditorium of ICT-building, address Joukahaisenkatu 3-5, Turku, Finland. The reception of shareholders who have registered for the meeting and the distribution of voting tickets will commence at 9.30 a.m. (Finnish time). A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING At the Annual General Meeting, the following matters will be considered: 1. Opening of the meeting 2. Calling the meeting to order 3. Election of persons to confirm the minutes and to 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. Presentation of the financial statements, the report of the Board of Directors and the auditor's report for the year 2013 - Review by the CEO - The company's equity is less than a half of the share capital, if the capital loans are not counted among the items of the company's shareholders' equity. Possible measures to remedy the financial position of the company. 7. Adoption of the financial statements 8. Booking of the result of the financial year The Board of Directors proposes that the loss of the parent company of the financial year 2013 shall be transferred to the unrestricted equity and no dividend shall be distributed. 9. Resolution on the discharge of the members of the Board of Directors and the Managing Director from liability 10. Resolution on the remuneration of the members of the Board of Directors The Board of Directors proposes on the basis of the recommendation of the Nomination and Remuneration Committee that the annual remuneration payable to the members of the Board of Directors would be as follows: EUR 52,000 for the Chairman, EUR 46,000 for the Deputy Chairman and EUR 36,000 for other Board members. In addition, it is proposed that reasonable travel expenses in connection with meetings would be compensated. Further, it is proposed that separate meeting fees are paid to the Committees of the Board of Directors: EUR 2,500 per meeting for the Chairman of the Audit Committee, EUR 2,000 per meeting for the other Audit Committee members, EUR 2,000 per meeting for the Chairman of the Nomination and Remuneration Committee and EUR 1,000 per meeting for the other Nomination and Remuneration Committee members. 11. Resolution on the number of members of the Board of Directors The Board of Directors proposes on the basis of the recommendation of the Nomination and Remuneration Committee that the number of members of the Board of Directors would be five (5). 12. Election of members of the Board of Directors The Board of Directors proposes on the basis of the recommendation of the Nomination and Remuneration Committee that the following current members of the Board would be re-elected as members of the Board of Directors for the term expiring at the end of the following Annual General Meeting: William M. Burns, Merja KarhapÄÄ, Bernd Kastler, Ismail Kola and Guido Magni. Peter Fellner, current Chairman, has informed that he is not available for re-election. 13. Resolution on the remuneration of the auditors The Board of Directors proposes on the basis of the recommendation of the Audit Committee that the auditors' fees would be paid pursuant to a reasonable invoice. 14. Election of the auditors The Board of Directors proposes on the basis of the recommendation of the Audit Committee that the number of auditors would be resolved to be two (2) and that PricewaterhouseCoopers Oy, authorised public accountants, and Samuli PerÄlÄ, Authorised Public Accountant, would be elected as the auditors of the company. 15. Authorising the Board of Directors to decide on the issuance of shares as well as the issuance of options and other rights entitling to shares The Board of Directors proposes that the Annual General Meeting would authorise the Board of Directors to resolve on one or more issuances which contains the right to issue new shares or dispose of the shares in the possession of the company and to issue options or other rights entitling to shares pursuant to chapter 10 of the Finnish Companies Act. The authorisation would consist of up to 95,000,000 shares in the aggregate. The authorisation would not exclude the Board of Directors' right to decide on a directed issue. The authorisation is proposed to be used for material arrangements from the company's point of view, such as financing or implementing business arrangements or investments or for other such purposes determined by the Board of Directors in which case a weighty financial reason for issuing shares, options or other rights and possibly directing a share issue would exist. The Board of Directors would be authorised to resolve on all other terms and conditions of the issuance of shares, options and other rights entitling to shares as referred to in chapter 10 of the Finnish Companies Act, including the payment period, grounds for the determination of the subscription price and subscription price or allocation of shares, option or other rights free of charge or that the subscription price may be paid besides in cash also by other assets either partially or entirely. The authorisation would be effective until 30 June 2015. The Board of Directors proposes that the authorisation would supersede earlier authorisations. 16. Closing of the meeting B. DOCUMENTS OF THE ANNUAL GENERAL MEETING The proposals relating to the agenda of the Annual General Meeting as well as this notice are available on Biotie Therapies Corp.'s website at www.biotie.com. In addition, Biotie Therapies Corp.'s financial statements, the report of the Board of Directors and the auditor's report are available on the above-mentioned website at the latest on 13 March 2014. The proposals of the Board of Directors and the financial statements are also available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the above-mentioned website as of 17 April 2014. C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING 1. The right to participate and registration Each shareholder, who is registered on 24 March 2014 in the shareholders' register of the company held by Euroclear Finland Ltd, has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his or her personal Finnish book-entry account, is registered in the shareholders' register of the company. A shareholder registered in the shareholders' register of the company, who wants to participate in the Annual General Meeting, shall register for the meeting by giving a prior notice of participation at the latest on 31 March 2014 by 4.00 p.m. (Finnish time) by which time the notice needs to have arrived. Such notice can be given: a) through the company's website www.biotie.com; b) by e-mail to virve.nurmi@biotie.com; c) by telephone +358 2 274 8911; or d) by regular mail to Biotie Therapies Corp. / Virve Nurmi, Joukahaisenkatu 6, FI-20520 Turku, Finland. In connection with the registration, the shareholder shall notify his or her name, personal identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Biotie Therapies Corp. is used only in connection with the Annual General Meeting and with the processing of related registrations. A shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the meeting pursuant to chapter 5, section 25 of the Finnish Companies Act. 2. Advance voting A shareholder, who has a Finnish book-entry account, may vote in advance on certain items of the agenda of the Annual General Meeting through the company's website from 3 March 2014 to 31 March 2014 at 4.00 p.m. (Finnish time). Unless a shareholder voting in advance will be present in person or by proxy in the Annual General Meeting, he or she cannot use his or her right under the Finnish Companies Act to request information or otherwise use his or her right to be heard at the meeting, or request a vote. If certain agenda items or decision proposals have changed after the beginning of the advance voting period, the possibility of a shareholder voting in advance to vote on such item may be restricted, unless he or she will be present in person or by proxy in the Annual General Meeting. The terms and conditions and other instructions relating to the electronic advance voting may be found on the company's website www.biotie.com. The Finnish book-entry account number of the shareholder is needed for voting in advance. 3. Proxy representative and powers of attorney A shareholder may participate in the Annual General Meeting and exercise his or her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his or her right to represent the shareholder at the Annual General Meeting. When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting. Possible proxy documents should be delivered in original to the company, address Biotie Therapies Corp. / Virve Nurmi, Joukahaisenkatu 6, FI-20520 Turku, Finland, before the last date for registration. 4. Holders of nominee registered shares A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he or she on the record date of the Annual General Meeting, 24 March 2014, would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Ltd. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered in the shareholders' register held by Euroclear Finland Ltd at the latest on 31 March 2014 by 10.00 a.m. (Finnish time). Such temporary registration constitutes a due registration for the Annual General Meeting. A holder of nominee registered shares is advised to request without delay from his or her custodian bank necessary instructions regarding the temporary registration in the shareholders' register of the company, the issuing of proxy documents and the registration for the Annual General Meeting. The account management organization of the custodian bank has to register the holder of nominee registered shares, who wants to participate in the Annual General Meeting, to be temporarily entered into the shareholders' register of the company at the latest on 31 March 2014 by 10.00 a.m. (Finnish time). 5. Other information On the date of this notice to the Annual General Meeting, 28 February 2014, the total number of shares and votes in Biotie Therapies Corp. is 456,032,398. Taking into account the stock exchange release published on 28 February 2014 on conveyance of own shares 9,479,700 shares are owned by Biotie Therapies Corp. and its subsidiaries. In Turku, 28 February 2014Biotie Therapies Corp. Board of Directors For further information, please contact: Virve Nurmi, Investor Relations Manager tel. +358 2 274 8900, e-mail: virve.nurmi@biotie.com DISTRIBUTION: NASDAQ OMX Helsinki Ltd Main Media This announcement is distributed by GlobeNewswire on behalf of GlobeNewswire clients. The owner of this announcement warrants that: (i) the releases contained herein are protected by copyright and other applicable laws; and (ii) they are solely responsible for the content, accuracy and originality of the information contained therein. Source: Biotie Therapies Oyj via GlobeNewswire [HUG#1765366]


For more stories on investments and markets, please see HispanicBusiness' Finance Channel



Source: Thomson Reuters ONE


Story Tools