Invitation to the Extraordinary General Meeting of Biotie Therapies
Corp.
(Thomson Reuters ONE) - BIOTIE THERAPIES CORP. STOCK EXCHANGE RELEASE 28 September 2009 at9.00 a.m.Invitation to the Extraordinary General Meeting of Biotie TherapiesCorp.The Board of Directors of Biotie Therapies Corp. has resolved to callfor an Extraordinary General Meeting of shareholders to elect a newmember, Dr Peter Fellner, to the Board of Directors, and, due to therecent amendment to the Finnish Companies Act, to amend the articlesof association accordingly. Furthermore, the General Meeting shalldecide on a proposed amendment of the current Board authorisation toissue new shares to provide the Company with means to act swiftly inthe current volatile market conditions, although there are noimmediate plans to use the increased authorisation.Notice is given to the shareholders of Biotie Therapies Corp. to theExtraordinary General Meeting to be held on 29 October 2009 at 9 a.m.in an auditorium at the premises of PharmaCity, address ItäinenPitkäkatu 4 B, Turku, Finland. The reception of shareholders who haveregistered for the meeting and the distribution of voting ticketswill commence at 8.30 a.m.A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETINGAt the Extraordinary General Meeting, the following matters will beconsidered:1. Opening of the meeting2. Calling the meeting to order3. Election of persons to confirm the minutes and to supervise thecounting of votes4. Recording the legality of the meeting5. Recording the attendance at the meeting and adoption of the listof votes6. Resolution on the number of members of the Board of DirectorsThe Board of Directors proposes on the basis of the recommendation ofthe Nomination and Remuneration Committee that the number of membersof the Board of Directors would be eight (8).7. Election of members of the Board of DirectorsThe Board of Directors proposes on the basis of the recommendation ofthe Nomination and Remuneration Committee that Dr. Peter Fellnerwould be elected as a new member of the Board of Directors for theterm expiring at the end of the following Annual General Meeting.Peter Fellner, 65, currently serves as Chairman of Consort MedicalPlc, Chairman of Vernalis Plc and Chairman of Astex Therapeutics Ltd.Previously he served as CEO of Celltech Group plc from 1990 to 2003,and then as its Chairman until 2004. Prior to this he was CEO ofRoche UK from 1986 to 1990. He has also served as a director ofseveral other public companies.8. The Board of Directors' proposal on amendment to the Articles ofAssociationThe Board of Directors proposes to the Extraordinary General Meetingthat due to the amendment to the Finnish Companies Act theExtraordinary General Meeting shall amend the method and minimumperiod for publishing the summons to the meetings in the Article 10of the company's Articles of Association. After the amendment theArticle 10 shall be as follows:"10 § Summons to the meetingsThe shareholders of the company are summoned to the shareholders'meeting by publishing the summons on the company's website. Thesummons shall be published not earlier than two (2) months before thelast registration date mentioned in the summons and not later thanthree (3) weeks prior to the date of the meeting. In addition, theBoard of Directors shall publish a summary notice of theshareholders' meeting in one or more national daily newspaper, or bysending the notice of the shareholders' meeting as a registeredletter or other verifiable way to the shareholders' address, which isregistered in the share register."9. Authorizing the Board of Directors to decide on the issuance ofshares as well as the issuance of options and other special rightsentitling to sharesThe Board of Directors proposes that the Extraordinary GeneralMeeting would authorise the Board of Directors to resolve on one ormore issues which contains the right to issue new shares or disposeof the shares in the possession of the company and to issue optionsor other specific rights to the shares pursuant to chapter 10 of theCompanies Act. The authorisation would consist of up to 72,000,000shares in the aggregate.The authorisation would not exclude the Board of Directors' right todecide on a directed issue. The authorisation is proposed to be usedfor material arrangements from the company's point of view, such asfinancing or implementing business arrangements or investments or forother such purposes determined by the Board of Directors in whichcase a weighty financial reason for issuing shares, options or otherspecific rights and possibly directing a share issue would exist. Theauthorisation could not, however, be used to create new share-basedincentive schemes.The Board of Directors would be authorised to resolve on all otherterms and conditions of a share issue, options and other specificshare entitlements as referred to in chapter 10 of the Companies Act,including the payment period, determination grounds for thesubscription price and subscription price or allocation of shares,option rights or specific rights free of charge or that thesubscription price may be paid besides in cash also by other assetseither partially or entirely.The authorisation would be effective until 30 June 2010. The Board ofDirectors proposes that the authorisation shall supersede earlierauthorisations.10. Closing of the meetingB. DOCUMENTS OF THE EXTRAORDINARY GENERAL MEETINGThe proposals of the Board of Directors relating to the agenda of theExtraordinary General Meeting as well as this notice are available onBiotie Therapies Corp.'s website at www.biotie.com no later than 8October 2009. The proposals of the Board of Directors are alsoavailable at the meeting. Copies of these documents and of thisnotice will be sent to shareholders upon request. The minutes of themeeting will be available on the above-mentioned website as from 12November 2009.C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE EXTRAORDINARY GENERALMEETING1. The right to participate and registrationEach shareholder, who is registered on the record date of themeeting, 19 October 2009, in the shareholders' register of thecompany held by Euroclear Finland Ltd, has the right to participatein the Extraordinary General Meeting. A shareholder, whose shares areregistered on his/her personal book-entry account, is registered inthe shareholders' register of the company.A shareholder, who wants to participate in the Extraordinary GeneralMeeting, shall register for the meeting no later than 26 October 2009at 4 p.m. Finnish time by giving a prior notice of participation.Such notice can be given:a) by e-mail virve.nurmi(at)biotie.com;b) by telephone +358 2 274 8911; orc) by regular mail to Biotie Therapies Corp. / Virve Nurmi,Tykistökatu 6, FI-20520 Turku, Finland.In connection with the registration, a shareholder shall notifyhis/her name, personal identification number, address, telephonenumber and the name of a possible assistant. The personal data givento Biotie Therapies Corp. is used only in connection with theExtraordinary General Meeting and with the processing of relatedregistrations.Pursuant to chapter 5, section 25 of the Companies Act, a shareholderwho is present at the Extraordinary General Meeting has the right torequest information with respect to the matters to be considered atthe meeting.2. Proxy representative and powers of attorneyA shareholder may participate in the Extraordinary General Meetingand exercise his/her rights at the meeting by way of proxyrepresentation. A proxy representative shall produce a dated proxydocument or otherwise in a reliable manner demonstrate his/her rightto represent the shareholder at the Extraordinary General Meeting.A shareholder may also exercise his/her rights at the meeting by wayof several proxies, representing the shareholder with shares ondifferent book-entry accounts. If the shareholder participates in themeeting by several proxies, the shares with which each proxyrepresentative represents the shareholder shall be notified inconnection with the registration.Possible proxy documents should be delivered in originals to thecompany before the last date for registration.3. Holders of nominee registered sharesA holder of nominee registered shares may be temporarily entered intothe shareholders' register of the company for the purposes ofparticipating in the Extraordinary General Meeting, if theshareholder is, based on his/her shareholding, entitled to beregistered in the shareholders' register on the record date of themeeting, 19 October 2009. The notice regarding the temporary entryshall be given at latest on 23 October 2009. If a holder of nomineeregistered shares is temporarily entered into the shareholders'register of the company, the entry is taken also as a registrationfor participating in the meeting. A holder of nominee registeredshares is advised to request necessary instructions regarding theregistration in the shareholder's register of the company, theissuing of proxy documents and registration for the ExtraordinaryGeneral Meeting from his/her custodian bank.4. Other informationOn the date of this notice to the Extraordinary General Meeting, 28September 2009, the total number of shares and votes in BiotieTherapies Corp. is 144,320,560.In Turku, 28 September 2009Biotie Therapies Corp.Board of DirectorsFor further information, please contact:Timo Veromaa, President and CEO, Biotie Therapies Corp.tel. +358 2 274 8901, e-mail: timo.veromaa(at)biotie.comwww.biotie.comDISTRIBUTION:NASDAQ OMX Helsinki LtdMain MediaThis announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
Datum: 28.09.2009 - 08:01 Uhr
Sprache: Deutsch
News-ID 6273
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