Notice of Biohit Oyj’s Annual General Meeting
Notice of Biohit Oyj’s Annual General Meeting
Biohit Oyj Stock Exchange Release May 8, 2024 at 2:00 pm local time (EEST)
Biohit Oyj shareholders are invited to attend the company’s Annual General Meeting to be held on Wednesday, June 5, 2024 starting at 2:00 pm at the Helsinki Stock Exchange Building, for which the address is Fabianinkatu 14, 00100 Helsinki. The reception of registered participants and the distribution of voting papers at the meeting venue will start at 1:00 pm.
A. Matters on the agenda of the Annual General Meeting
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to inspect the Minutes and supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and the list of votes
6. Presentation of the Financial Statements, the Report of the Board of Directors and the Auditor’s Report for 2023
7. Adoption of the Financial Statements
The Board of Directors proposes that the Annual General Meeting adopts the annual accounts. The Auditor of the Company has supported the adoption of the annual accounts.
8. Resolution on the use of the profit shown on the Balance Sheet and on dividend payment / Board’s proposal for distributions of profit
The Board of Directors proposes to the Annual General Meeting that the result for the financial period ended on 31st of December 2023 be recorded in the profit and loss account.
The parent company’s distributable funds (unrestricted equity) on 31 December 2023 are EUR 6 107 520,93, of which the period net profit is EUR 1 666 264,33. The Board of Directors proposes to the Annual General Meeting that no dividend be paid for the financial year.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Resolution on the number and remuneration of the members of the Board of Directors
Shareholders representing more than 50% of the voting rights conferred by all company’s shares have announced their intention to propose to the Annual General Meeting that the number of Board members be confirmed at five (5). These shareholders have announced their intention to propose to the Annual General Meeting that meeting remuneration is paid to the Board members and the Chairman as follows: EUR 2,500 (previously EUR 1,500) to the Chairman and EUR 2,000 (previously EUR 1,500) to other Board members.
11. Election of Board Members
Shareholders representing more than 50% of the voting rights conferred by all company’s shares have announced their intention to propose to the Annual General Meeting that the following persons be elected to the Company’s Board of Directors until the end of the next Annual General Meeting: Liu Feng, Kalle Härkönen, Lea Paloheimo, Vesa Silaskivi and Osmo Suovaniemi. All candidates have given their consent to the election. More information on member candidates is available on May 8 2024 on the company website at https://sijoittajat.biohithealthcare.com/en/investors/shareholder-meetings/annual-general-meeting-2024.
12. Addressing the Remuneration Report of the Company’s governing bodies
The Board of Directors proposes that the Remuneration Report of the Company’s governing bodies for 2023 be approved. The resolution is advisory in accordance with the Finnish Limited Liability Companies Act.
The Remuneration Report is available on the Company’s website at https://sijoittajat.biohithealthcare.com/en/investors/corporate_governance/remuneration.
13. Addressing the Remuneration Policy of the Company’s governing bodies
The Remuneration Policy for the Company’s governing bodies was last presented to the Annual General Meeting of 2020. The remuneration policy shall be presented to the general meeting at least every four years or whenever material changes are made to it.
The Board of Directors proposes that the Remuneration Policy be approved. The resolution is advisory in accordance with the Finnish Limited Liability Companies Act.
The Remuneration Policy is available on the Company’s website at https://sijoittajat.biohithealthcare.com/en/investors/corporate_governance/remuneration.
14. Resolution on the remuneration of the Auditor
The Board of Directors proposes to the Annual General Meeting that the Auditor to be elected be remunerated according to an invoice approved by the Company.
15. Election of the Auditor
Shareholders representing more than 50% of the voting rights conferred by all company’s shares have announced that Authorized Public Accountants PricewaterhouseCoopers Oy be elected as Auditors until the end of the next Annual General Meeting. PricewaterhouseCoopers Oy has informed the Company that Authorized Public Accountant Tiina Puukkoniemi is going to act as the auditor with the principal responsibility.
16. Closing of the meeting
B. Documents for the General Meeting
The proposals for the decisions on the matters on the agenda of the Annual General Meeting as well as this notice are available on Biohit Oyj’s website at https://sijoittajat.biohithealthcare.com/en/investors/shareholder-meetings/annual-general-meeting-2024 The annual report, the group’s annual report, the report of the Board of Directors, and the Auditor’s report as well as the remuneration report and policy of Biohit Oyj are available on the aforementioned website as from 8 May 2024 at the latest. The proposals for decisions and other documents mentioned above will also be available for inspection at the General Meeting.
The minutes of the meeting will be available on the aforementioned website as from 10 June 2024 at the latest.
C. Instructions for the participants at the Annual General Meeting
1. The right to participate and registration
Shareholders who on the Annual General Meeting record date of Friday 24 May 2024 are registered in the Company’s shareholder register maintained by Euroclear Finland Oy have the right to participate in the Annual General Meeting. Any shareholder whose shares are registered on his/her personal Finnish book-entry account is registered in the company’s shareholder register.
Registration for the meeting will begin on 13 May 2024 at 10.00 am EEST. A shareholder entered in the Company's shareholder register, who wishes to participate in the Annual General Meeting, must register latest on Friday 31 May 2024 at 4.00 pm EEST, by which time the registration needs to be received. It is possible to register for the General Meeting:
a) through the Company’s website https://sijoittajat.biohithealthcare.com/en/investors/shareholder-meetings/annual-general-meeting-2024. If the shareholder is an individual, electronic registration 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 requires either strong electronic authentication, or the book-entry account number and Business ID of the shareholder; or
b) by email to yhtiokokous@biohit.fi or by calling +358 20 770 6889.
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.
The shareholder, their representative or proxy must be able to prove their identity and/or right of representation at the meeting, where necessary.
2. Shareowners with nominee-registered shares
Shareowners with nominee-registered shares have the right to participate in the Annual General Meeting on the basis of the shares held on the record date of the Annual General Meeting, i.e. 24 May 2024, that would give them the right to be included in the Company's shareholder register maintained by Euroclear Finland Oy. Attendance also requires that the shareholder is temporarily entered in the Company’s shareholder register maintained by Euroclear Finland Oy by 10:00 am EEST on Friday 31 May 2024 at the latest. For shareholders with nominee-registered shares, this is considered registration for the Annual General Meeting. Any changes in the ownership of shares that occur after the record date of the General Meeting do not affect the right to participate in the General Meeting or the number of votes a shareholder may cast.
Shareholders with nominee-registered shares are encouraged to request without delay the necessary instructions concerning temporary registration with the Company’s shareholder register, issuing proxy documents, and registration for the Annual General Meeting from their custodian bank. The account management organization of the custodian bank must register a shareholder with nominee-registered holdings, who wants to participate in the Annual General Meeting, temporarily into the Company’s Shareholder Register at the latest by the time stated above. Further information is also available on the Company's website at https://sijoittajat.biohithealthcare.com/en/investors/shareholder-meetings/annual-general-meeting-2024.
3. Proxy representatives and powers of attorney
A shareholder may participate in the Annual General Meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the Annual General Meeting. When a shareholder participates in the Annual 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 Annual General Meeting.
Possible proxy documents should be delivered by regular mail to Yhtiökokous, Laippatie 1, 00880 Helsinki tai or by e-mail to yhtiokokous@biohit.fi before the end of the registration period. In addition to delivering the documents of proxy, the shareholder or his/her proxy shall ensure that they are registered for the General Meeting in the manner described above in this notice.
4. Other information
The language used in the meeting shall be Finnish.
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.
Any changes in the ownership of shares that occur after the record date of the General Meeting do not affect the right to participate in the General Meeting or the number of votes a shareholder may cast.
The information on the Annual General Meeting required by the Finnish Limited Liability Companies Act and the Securities Market Act is available on the Company’s website at https://sijoittajat.biohithealthcare.com/en/investors/shareholder-meetings/annual-general-meeting-2024.
On 8 May 2024, the date of the notice of the Annual General Meeting, the share capital of Biohit Oyj consists of a total of 15 173 593 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 12 198 093 producing a total of 12 198 093 votes.
Helsinki, 8 May 2024
Biohit Oyj
The Board of Directors
Additional information:
Chairperson of the Board Vesa Silaskivi, Biohit Oyj
puh. +358 9 773 861
investor.relations@biohit.fi
www.biohit.fi
Biohit Oyj 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