Biohit Oyj Stock Exchange Release 9 February 2022 at 2 pm local time (EEST)
Biohit Oyj shareholders are invited to attend the company’s Extraordinary
General Meeting to be held on Wednesday, 9 March 2022, starting at 11.00 am at
the Company’s headquarters, at Laippatie 1, 00880 Helsinki. Participation and
exercise of shareholder rights in the Meeting by shareholders or their proxy
representatives is possible only by voting in advance and by submitting
counterproposals and asking questions in advance in accordance with the
instructions given in this notice and otherwise by the Company. Instructions for
the shareholders can be found in this notice in section “C. Instructions for the
participants of the Extraordinary General Meeting”. It is not possible the
participate in the Meeting at the Meeting venue.
The Board of Directors of the Company has resolved on extraordinary measures
based on the 7[th] of May 2021 given temporary legislation on deviating from the
Finnish Limited Liability Companies Act (375/2021). In order to limit the spread
of the COVID-19 pandemic, the Extraordinary General Meeting will be held without
the presence of shareholders or their proxy representatives at the Meeting
venue, so that the Extraordinary General Meeting can be held in a predictable
manner, taking into account the health and safety of shareholders, Company
personnel and other stakeholders.
The management of the Company will not attend the Meeting at the Meeting venue.
There will be no addresses by the Board of Directors or the management at the
Meeting and no webcast will be provided.
A. Matters of the agenda of the Extraordinary General Meeting
1. Opening of the Meeting
2. Calling the Meeting to order
The Chair of the General Meeting will be Mr Markku Korvenmaa, Attorney-at-law.
In case Markku Korvenmaa would not be able to act as the Chair of the Meeting
for a weighty reason, the Board of Directors will name another person it deems
most suitable to act as the Chair.
3. Election of persons to inspect the minutes and supervise the counting of
votes
The person to confirm the minutes and to verify the counting of votes will be
the Company’s Chief Financial Officer Jussi Hahtela. In case Jussi Hahtela would
not be able to act as the person to confirm the minutes and to verify the
counting of votes for a weighty reason, the Board of Directors will name another
person it deems most suitable to act in that role.
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and the list of votes
The shareholders who have voted in advance and who have the right to participate
in the meeting pursuant to Chapter 5 Sections 6 and 6a of the Finnish Limited
Liability Companies Act will be recorded to have been represented at the
meeting. The list of votes will be adopted according to the information provided
by Euroclear Finland Oy.
6. Authorising the Board of Directors to decide on the acceptance of own shares
as pledge
The Board of Directors proposes to the General Meeting that the General Meeting
authorises the Board of Directors to decide on the acceptance of a maximum total
amount of 3,000,000 class B shares in the company as pledge, from a shareholder
or shareholders decided by the Board of Directors and in one or more
instalments. The maximum number of class B shares to be accepted as pledge
corresponds to approximately 24.85 per cent of all the class B shares in the
company on the date of notice to the General Meeting. However, a decision to
accept a pledge may not be made in such a way that the aggregate number of own
shares held by or pledged to the company and its subsidiaries would exceed one
-tenth of all the shares in the company.
Shares may be accepted as pledge for the purposes decided by the Board of
Directors. The authorisation entitles the Board of Directors to decide on all
the terms and conditions of accepting a pledge.
The authorisation is valid for 18 months from the decision thereon.
7. Authorising the Board of Directors to decide on the issue of shares for the
realisation of the own shares pledged to the company
The Board of Directors proposes to the General Meeting that the General Meeting
authorises the Board of Directors to decide on the issue of a maximum total
amount of 3,000,000 class B shares in the company by way of derogation from the
shareholders' pre-emptive subscription rights, either against payment or free of
charge and in one or more instalments. The maximum number of class B shares to
be issued corresponds to approximately 24.85 per cent of all the class B shares
in the company on the date of notice to the General Meeting. The class B shares
to be issued must consist of the own shares pledged to the company.
Shares may be issued for the purposes decided by the Board of Directors. The
authorisation entitles the Board of Directors to decide on all the terms and
conditions of the issue of shares.
The authorisation does not revoke any previous authorisations on making a
decision on the issue of shares.
The authorisation is valid for five years from the decision thereon.
8. Closing of the Meeting
B. Documents for the General Meeting
The above-mentioned proposals for the decisions on the matters of the agenda of
the General Meeting as well as this notice are available on Biohit Oyj’s website
at https://www.biohithealthcare.com/en/investors/shareholder
-meetings/extraordinary-general-meeting
-2022/ (https://www.biohithealthcare.com/en/general-meeting-2022/).
The financial statements, consolidated financial statements, annual report and
the auditor’s report of Biohit Oyj for the fiscal year 2020 and the half-year
report of Biohit Oyj for the period of January 2021 to June 2021 are available
for the shareholders on the Company’s website at
https://www.biohithealthcare.com/en/investors/shareholder-meetings/extraordinary
-general-meeting-2022/ (https://www.biohithealthcare.com/en/general-meeting
-2022/). Biohit Oyj’s Board of Director’s report on events with substantive
effect on the position of the Company after the drafting of the above-mentioned
half-year report (1-6/2021) will be included in Biohit Oyj’s financial statement
release for year 2021, which will be released on 16 February 2022 at 9.30 am
EEST.
Copies of these documents and of this notice will be sent to shareholders upon
request.
The minutes of the meeting will be available on
https://www.biohithealthcare.com/en/investors/shareholder-meetings/extraordinary
-general-meeting-2022/ (https://www.biohithealthcare.com/en/general-meeting
-2022/) as from 14 March 2022 at the latest.
C. Instructions for the participants of the Extraordinary General Meeting
In order to prevent the spread of the Covid-19 pandemic, the Extraordinary
General Meeting will be arranged so that shareholders or their proxy
representatives may not be present at the Meeting venue. It is also not possible
for a shareholder or his/her proxy representative to participate in the
Extraordinary General Meeting by means of real-time telecommunications.
Shareholders and their proxy representatives are allowed to participate in the
meeting and use their shareholder rights only by voting in advance and by making
counterproposals and presenting questions in advance according to the
instructions below.
1. The right to participate and registration
Shareholders who on the Extraordinary General Meeting record date of Friday 25
February 2022 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.
A shareholder can participate in the meeting only by voting in advance as well
as by making counterproposals and presenting questions as described below.
Registration for the meeting and advance voting will begin on 21 February 2022
at 12.00 noon EEST following the deadline for submitting counterproposals. A
shareholder entered in the Company's shareholder register, who wishes to
participate in the Extraordinary General Meeting by voting in advance, must
register and vote in advance latest on 2 March 2022 at 4.00 pm EEST, by which
time the registration and votes need to be received.
A shareholder, whose shares are registered on his/her Finnish book-entry account
can register and vote in advance on certain items on the agenda of the
Extraordinary General Meeting from 12.00 noon EEST on 21 February 2022 until
4.00 p.m. EEST on 2 March 2022 by the following means:
· through the Company’s website at
https://www.biohithealthcare.com/en/investors/shareholder-meetings/extraordinary
-general-meeting-2022/ (https://www.biohithealthcare.com/fi/ylimaarainen
-yhtiokokous-2022/)
If the shareholder is an individual, electronic registration and voting in
advance requires strong electronic authentication, which takes place either with
a Finnish bank ID or a Finnish mobile certificate. If the shareholder is a legal
person, electronic registration and voting in advance requires the book-entry
account number of the shareholder. Strong electronic authentication is not used
for shareholders who are legal persons. The terms and other instructions
concerning the electronic voting are available on the Company’s website at
https://www.biohithealthcare.com/en/investors/shareholder-meetings/extraordinary
-general-meeting-2022/ (https://www.biohithealthcare.com/en/general-meeting
-2022/)
· by mail or email
A shareholder may send the advance voting form available on the Company’s
website or corresponding information by regular mail to Euroclear Finland Oy,
Yhtiökokous Biohit Oyj, PL 1110, 00101 Helsinki, Finland or by email
to yhtiokokous@euroclear.eu. The advance voting form will be available on the
Company’s website no later than on 18 February 2022.
If the shareholder participates in the meeting by sending the votes in advance
by mail or email to Euroclear Finland Oy, this constitutes registration for the
Extraordinary General Meeting, provided that the above-mentioned information
required for registration is provided.
Instructions relating to the advance voting may also be found on the Company’s
website at https://www.biohithealthcare.com/en/investors/shareholder
-meetings/extraordinary-general-meeting
-2022/ (https://www.biohithealthcare.com/en/general-meeting-2022/).
When registering for the meeting, the following details shall be provided: the
shareholder’s name, personal identity number or business ID, address, telephone
number as well as the name of any proxy representative or assistant to be used,
and the personal identity number of the proxy representative. 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.
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 Friday 25 February
2022, 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 by Friday 4 March 2022 by
10.00 a.m. EEST. As regards nominee registered shares this constitutes due
registration for the Extraordinary General Meeting.
A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the temporary shareholders’
register of the Company, the issuing of proxy documents and registration for the
Extraordinary General Meeting from his/her custodian bank. The account
management organization of the custodian bank shall register a holder of nominee
registered shares, who wants to participate in the Extraordinary General
Meeting, into the temporary shareholders’ register of the Company at the latest
by the time stated above. The account management organization of the custodian
bank shall also arrange voting in advance on behalf of the holder of nominee
registered shares within the registration period applicable to nominee
-registered shares. Further information on these matters can also be found on
the Company’s website https://www.biohithealthcare.com/en/investors/shareholder
-meetings/extraordinary-general-meeting
-2022/ (https://www.biohithealthcare.com/en/general-meeting-2022/).
3. Proxy representatives and powers of attorney
A shareholder may participate in the Extraordinary General Meeting by way of
proxy representation. The proxy representative of a shareholder is also required
to vote in advance in the manner instructed in this notice.
A proxy representative shall produce a dated proxy document or otherwise in a
reliable manner demonstrate his/her right to represent the shareholder at the
Extraordinary General Meeting. When a shareholder participates in the
Extraordinary General Meeting by means of several proxy representatives,
representing the shareholder with shares in different book-entry accounts, the
shares by which each proxy representative represents the shareholder shall be
identified in connection with the registration for the Extraordinary General
Meeting.
A power of attorney template and voting instructions will be available on the
Company's website at https://www.biohithealthcare.com/en/investors/shareholder
-meetings/extraordinary-general-meeting
-2022/ (https://www.biohithealthcare.com/en/general-meeting-2022/) at the latest
on 15 February 2022 once the deadline for delivering counterproposals to be put
to a vote has expired. Possible proxy documents should be delivered by regular
mail to Euroclear Finland Oy, Yhtiökokous, PL 1110, FI-00101 Helsinki, Finland
or by e-mail to yhtiokokous@euroclear.eu at the latest by 2 March 2022 at 10.00
am. (EEST), by which time the proxy documents must be received.
Delivery of a power of attorney to Euroclear Finland Oy by the aforementioned
deadline constitutes due registration for the Extraordinary General Meeting, if
the information required for registering for the meeting set out in Section C.1.
above is included in the documents.
4. Other information
Shareholders who hold at least one hundredth of all the shares in the Company
have a right to make a counterproposal on the agenda items, to be put to a vote.
Such counterproposals are required to be sent to the Company by email
to yhtiokokous@biohit.fi no later than by 14 February 2022 at 10.00 am EEST, by
which time the counterproposals must have been received. In connection with
making a counterproposal, shareholders are required to provide adequate evidence
of shareholding. The counterproposal will be put to a vote, provided that the
shareholder has the right to participate in the Extraordinary General Meeting
and that the shareholder holds at least one hundredth of all shares in the
Company on the record date of the Extraordinary General Meeting. Should the
counterproposal not be put to a vote at the Meeting, advance votes in favour of
the proposal will not be taken into account. The Company will on 15 February
2022 at 12.00 noon EEST publish on its
website https://www.biohithealthcare.com/en/investors/shareholder
-meetings/extraordinary-general-meeting
-2022/ (https://www.biohithealthcare.com/en/general-meeting-2022/) the
counterproposals, if any, that may be voted on.
A shareholder has the right to ask questions referred to in Chapter 5, Section
25 of the Finnish Limited Liability Companies Act with respect to the matters to
be considered at the Meeting. Such questions may be delivered by email
to yhtiokokous@biohit.fi by no later than 23 February 2022, by which time the
questions must have been received. Such questions from shareholders, the
Company’s management’s answers to them, and any counterproposals that will not
be put to a vote will be available on the Company’s
website https://www.biohithealthcare.com/en/investors/shareholder
-meetings/extraordinary-general-meeting
-2022/ (https://www.biohithealthcare.com/en/general-meeting-2022/) on 1 March
2022 at the latest. In connection with asking questions and making
counterproposals, shareholders are required to provide adequate evidence of
shareholding.
The information on the Extraordinary General Meeting required by the Finnish
Limited Liability Companies Act and the Securities Market Act is available on
the Company’s website
at https://www.biohithealthcare.com/en/investors/shareholder
-meetings/extraordinary-general-meeting
-2022/ (https://www.biohithealthcare.com/en/general-meeting-2022/)
On 9 February 2022, the date of the notice of the Extraordinary General Meeting,
the share capital of Biohit Oyj consists of a total of 15,045,593 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 12,070,093 producing a total of 12,070,093 votes.
Helsinki, 9 February 2022
Biohit Oyj
Board of Directors
Additional information:
Chairman of the Board Eero Lehti Biohit Oyj
puh. +358 9 773 861
investor.relations@biohit.fi (https://www.globenewswire.com/Tracker?data=PwLdjOY0
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-T2KR80k2vhsJRrNh8QYbGyzEMovjieSxhRK_IlxSQtgzqqqLIMv)
www.biohit.fi (https://www.globenewswire.com/Tracker?data=c5rWyQltbzVNETEAzPUZ5V5
P28BlbjsqHU8yYzA4G7utxndHN0uhz7--QXorafAcibRMjzoynLtac5BbE-kt-Q==)
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.biohit.fi