RESOLUTIONS OF THE ANNUAL GENERAL MEETING OF BIOTIE THERAPIES CORP. AND ORGANIZATION OF THE BOARD
(Thomson Reuters ONE Via Acquire Media NewsEdge)
BIOTIE THERAPIES CORP. STOCK EXCHANGE RELEASE 3 April 2014 at 12.30 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 3 April 2014.
Adoption of financial statements for the financial year 1 January - 31 December
2013 and booking of the result of the financial year
The General Meeting of Shareholders adopted the financial statements for the
financial year 1 January - 31 December 2013. The General Meeting resolved in
accordance with the proposal of the Board of Directors that the loss of the
parent company 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
The Board of Directors and auditors
The number of the members of the Board of Directors was resolved to be five. The
following current members of the Board of Directors William M. Burns, Merja
Karhapää, Bernd Kastler, Ismail Kola and Guido Magni 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 52,000 per year, to the Deputy Chairman of
the Board of Directors EUR 46,000 per year and to other Board members EUR
36,000 per year. In addition, reasonable travelling expenses in connection with
the meetings shall be compensated. Further, separate meeting fees shall be paid
to the Committees of the Board of Directors: EUR 2,500 per meeting for the
Chairman of the Audit Committee, EUR 2,000 per meeting for the other Audit
Committee members, EUR 2,000 per meeting for the Chairman of the Nomination and
Remuneration Committee and EUR 1,000 per meeting for other Nomination and
Remuneration Committee members.
The number of auditors was resolved to be two. PricewaterhouseCoopers Oy, a firm
of Authorised Public Accountants, and Samuli Perälä Authorised Public
Accountant, were elected as auditors of the company. It was further resolved
that the auditors' fees shall be paid pursuant to a reasonable invoice.
At the organization meeting of the new Board of Directors, which convened
immediately after the Annual General Meeting, William M. Burns was elected as
the Chairman of the Board of Directors. Bernd Kastler was elected as the
Chairman and Merja Karhapää and Guido Magni as the members of the Board's Audit
Committee and, in addition, William M. Burns as the Chairman and Ismail Kola and
Guido Magni as the members of the Nomination and Remuneration Committee. Based
on the evaluation of independence, the Board of Directors concluded that all
members of the Board of Directors are independent of the company and of its
Authorisation of the Board of Directors to decide on the issuance of shares as
well as the issuance of options and other rights entitling to shares
The General Meeting authorised the Board of Directors to resolve on one or more
issuances, 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 95,000,000 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
The Board of Directors was authorised to resolve on all other terms and
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
allocation of shares, option or other 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 2015 and it supersedes earlier
President and CEO's review
Timo Veromaa, President and CEO, discussed the company's operations, results and
future in his review. The presentation in the Finnish language is available on
the company's website at www.biotie.com.
The minutes of the meeting will be available on the company's website on 17
April 2014 at the latest.
Turku, 3 April 2014
Biotie Therapies Corp.
President and CEO
For further information, please contact:
Timo Veromaa, President and CEO, Biotie Therapies Corp.
tel. +358 2 274 8901, e-mail: email@example.com
NASDAQ OMX Helsinki Ltd
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Source: Biotie Therapies Oyj via GlobeNewswire
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