Biotie Therapies Oyj : RESOLUTIONS OF THE ANNUAL GENERAL MEETING OF BIOTIE
THERAPIES CORP. AND ORGANIZATION OF THE BOARD
BIOTIE THERAPIES CORP. STOCK EXCHANGE RELEASE 4 April 2013
at 11.45 a.m.
RESOLUTIONS OF THE ANNUAL GENERAL MEETING OF BIOTIE THERAPIES CORP. AND
ORGANIZATION OF THE BOARD
The Annual General Meeting of Biotie Therapies Corp. was held on 4 April 2013.
Adoption of financial statements for the financial year 1 January - 31
December 2012 and booking of the loss of the financial year
The General Meeting of Shareholders adopted the financial statements for the
financial year 1 January - 31 December 2012. The General Meeting resolved in
accordance with the proposal of the Board of Directors that the loss of the
financial year shall be transferred to the unrestricted equity of the company
and no dividend shall be distributed.
The General Meeting discharged the members of the Board of Directors and the
President and CEO from liability concerning the financial year 1 January - 31
The Board of Directors and auditors
The number of the members of the Board of Directors was resolved to be six.
The following current members of the Board of Directors Peter Fellner, William
M. Burns, Merja Karhapää, Bernd Kastler, Ismail Kola and Guido Magni were
elected as the members of the Board of Directors for a new term.
The General Meeting resolved that the remuneration payable to the Chairman of
the Board of Directors shall be EUR 4,000 per month and to other Board members
EUR 3,000 per month. In addition, reasonable travelling expenses for the
meetings shall be compensated.
PricewaterhouseCoopers Oy, a firm of Authorised Public Accountants, and Janne
Rajalahti, Authorised Public Accountant, were re-elected as auditors of the
At the organization meeting of the new Board of Directors, which convened
immediately after the Annual General Meeting, Peter Fellner was elected as the
Chairman of the Board of Directors and William M. Burns as the deputy
chairman. Bernd Kastler was elected as the Chairman and Merja Karhapää and
Guido Magni as the members of the Board's Audit Committee and, in addition,
Peter Fellner as the Chairman and William M. Burns and Ismail Kola as the
members of the Nomination and Remuneration Committee. Based on the evaluation
of independence, the Board of Directors concluded that all members of the
Board of Directors are independent of the company and of its significant
Authorisation of the Board of Directors to decide on the issuance of shares as
well as the issuance of options and other special rights entitling to shares
The General Meeting authorised the Board of Directors to resolve on one or
more issues, 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 special
rights entitling to shares pursuant to Chapter 10 of the Companies Act. The
authorisation consists of up to 95,000,000 shares in aggregate.
The authorisation does not exclude the Board of Directors' right to decide on
a directed issue. The authorisation may 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 special rights entitling to shares and possibly directing a
share issue would exist.
The Board of Directors was authorised to resolve on all other conditions of a
share issue, options as well as other special right entitlements as referred
to in Chapter 10 of the Companies Act, including the payment period,
determination grounds for the subscription price and subscription price or
issuance of shares, option rights or special 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 is effective until 30 June 2014 and it supersedes earlier
President and CEO's review
Timo Veromaa, President and CEO, discussed the company's operations, results
and future in his review. The presentation in the Finnish language is
available on the company's website at www.biotie.com.
The minutes of the meeting will be available on the company's website on 18
April 2013 at the latest.
Turku, 4 April 2013
Biotie Therapies Corp.
President and CEO
For further information, please contact:
Timo Veromaa, President and CEO, Biotie Therapies Corp.
tel. +358 2 274 8901, e-mail: firstname.lastname@example.org
NASDAQ OMX Helsinki Ltd
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Source: Biotie Therapies Oyj via Thomson Reuters ONE
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