The Annual General Meeting of Biotie Therapies Corp. was held on 29 May 2009. Adoption of financial statements for the financial year 1 January - 31 December 2008 and booking of the loss of the financial year.
The Annual General Meeting of Shareholders adopted the financial statements for the financial year 1 January - 31 December 2008. The Annual 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 and no dividend shall be paid.
The Annual General Meeting discharged the members of the Board of Directors and the President and CEO from liability concerning the financial year from 1 January - 31 December 2008.
The Board of Directors and auditors
The number of the members of the Board of Directors was resolved to be seven. Juha Jouhki, Ann Hanham, Bernd Kastler, Pauli Marttila, Riku Rautsola, Christoph Schröder and Pierre Serrure were re-elected as the members of the Board of Directors.
The Annual General Meeting resolved that the remuneration payable to the members of the Board of Directors be EUR 3,000 per month for the Chairman and each member residing abroad and EUR 1,500 per month for each member residing in Finland. In addition, reasonable travelling expenses for the meetings shall be compensated.
PricewaterhouseCoopers Oy, a firm of auditors approved by the Central Chamber of Commerce, and Janne Rajalahti, Authorized Public Accountant, were re-elected as auditors of the company.
At the organization meeting of the new Board of Directors, which convened immediately after the Annual General Meeting, Juha Jouhki was elected as the Chairman of the Board of Directors and Pauli Marttila as the deputy chairman.
Authorisation of the Board of Directors to decide on an issuance of shares as well as the issuance options and other special rights entitling to shares
The Annual General Meeting authorised the Board of Directors to resolve on one 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 specific rights to the shares pursuant to chapter 10 of the Finnish Companies Act. The authorisation consists of up to 25,000,000 shares in the aggregate. A maximum of 819,000 own shares in the possession of the company may be conveyed.
The authorisation does not exclude the Board of Directors’ right to decide on a directed share 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 in which case a weighty financial reason for issuing shares, options or other specific rights and possibly directing a share issue exists. Further, the authorisation may be used to create new share-based incentive schemes.
The Board of Directors was authorised to decide on all other terms and conditions of a share issue, options and other specific share entitlements as referred to in chapter 10 of the Finnish Companies Act, including the payment period, determination grounds for the subscription price and subscription price or allocation of shares, option rights or specific 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 2010 and it does not supersede earlier authorisations.
President and CEO’s review
Timo Veromaa, President and CEO, discussed the company’s operations, results and future in his review. The presentation is available on the Company’s website at www.biotie.com.
The minutes of the meeting will be available on the Company’s website as from 12 June 2009.
