RESOLUTIONS OF THE ANNUAL GENERAL MEETING OF BIOTIE THERAPIES CORP. AND ORGANIZATION OF THE BOARD
(Thomson Reuters ONE) -
BIOTIE THERAPIES CORP. STOCK EXCHANGE RELEASE 29 March
2012 at 12.45 p.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 29 March 2012.
Adoption of financial statements for the financial year 1 January - 31 December
2011 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 2011. 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
December 2011.
The Board of Directors and auditors
The number of the members of the Board of Directors was resolved to be seven.
The following current members of the Board of Directors Peter Fellner, William
M. Burns, Merja Karhapää, Bernd Kastler, Ismail Kola, Guido Magni and James S.
Shannon 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
company.
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 James S.
Shannon as the members of the Board's Audit Committee and, in addition, Peter
Fellner as the Chairman and William M. Burns and James S. Shannon as the members
of the Nomination and Remuneration Committee. Based on the evaluation of
independence, the Board concluded that all Board members are independent of the
company and of its significant shareholders.
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 115,000,000 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 2013 and it supersedes 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 April 2012.
Turku, 29 March 2012
Biotie Therapies Corp.
Timo Veromaa
President and CEO
For further information, please contact:
Timo Veromaa, President and CEO, Biotie Therapies Corp.
tel. +358 2 274 8901, e-mail: timo.veromaa(at)biotie.com
www.biotie.com
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originality of the information contained therein.
Source: Biotie Therapies Oyj via Thomson Reuters ONE
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