BIOTIE THERAPIES CORP. STOCK EXCHANGE RELEASE 26 May 2015 at 3.15 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 26 May 2015.
Adoption of financial statements for the financial year 1 January - 31 December 2014 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 2014. The General Meeting resolved in accordance with the proposal of the Board of Directors that no dividend for the financial year 2014 will be paid and that the net income of the parent company for the financial year of EUR 5.1 million (FAS) will be carried forward to shareholders' equity.
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 2014.
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. Further, annual remuneration shall be paid to the Committees of the Board of Directors: EUR 10,000 for the Chairman of the Audit Committee, EUR 8,000 for the other Audit Committee members, EUR 8,000 for the Chairman of the Nomination and Remuneration Committee and EUR 4,000 for other Nomination and Remuneration Committee members. In addition, reasonable travelling expenses in connection with the meetings shall be compensated.
The number of auditors was resolved to be one, being PricewaterhouseCoopers Oy, a firm of Authorised Public Accountants, Mr. Samuli Perälä, Authorised Public Accountant, acting as the auditor in charge. 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. The Board's committees and the members thereof will be determined at a subsequent meeting.
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 by one or several decisions on 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 exist.
The Board of Directors was authorised to resolve on all other terms and conditions of a share issue, issue of options as well as issue of 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 in addition to cash also by other assets, either partially or entirely.
The authorisation is effective until 30 June 2016 and it supersedes earlier authorisations.
Resolutions relating to the Transaction (as defined below) on authorizing the Board of Directors to decide on issuances of shares and special rights entitling to shares as well as election of the members of the Board of Directors
In order to implement the transaction described in the company's stock exchange release published on 23 April 2015, the Annual General Meeting resolved, as proposed by the Board of Directors, to authorize the Board of Directors to resolve on the directed issue of convertible promissory notes (the "Convertible Notes") and other equity-based instruments (the "Warrants") to certain US investors and certain existing shareholders (the "Investors") as well as a US public offering of American Depositary Receipts representing the company's shares (the "US IPO") and potential other offerings in connection with the US IPO (the "Transaction") and, as proposed by the Board of Directors, to elect two new members of the Board of Directors conditional upon the subscription of the Convertible Notes by the Investors, all as further set out below.
The company announced on 7 May 2015 that it had, from certain of its existing shareholders, received irrevocable subscription undertakings for Convertible Notes in the amount of EUR 5.56 million, bringing the total principal amount to be raised from the issuance of the Convertible Notes to EUR 33.06 million. The company aims to meet the balance of its approximately EUR 95 million funding plan through the planned US IPO and potential other offerings in connection with the US IPO.
Authorizing the Board of Directors to decide on the issuance of Convertible Notes and Warrants
It was resolved, in accordance with the proposal of the Board of Directors, that the Board of Directors be authorized to resolve on the issuance of Convertible Notes and Warrants.
The Convertible Notes and Warrants will be directed to the Investors by way of a directed issue and the combined aggregate number of new shares and/or treasury shares to be potentially issued by virtue of the special rights entitling to shares under the Convertible Notes and Warrants shall not exceed 442,000,000 which corresponds to approximately 97 per cent of the existing shares and votes in the company.
The Board of Directors was authorized to resolve on all other terms and conditions of the issuance of Convertible Notes and Warrants. The issuance of Convertible Notes and Warrants may be carried out in deviation from the shareholders' pre-emptive rights by way of a directed issue.
The authorization is effective until 31 December 2015 and does not replace previous authorizations granted to the Board of Directors.
Authorizing the Board of Directors to decide on the issuance of shares to the company free of charge
It was resolved, in accordance with the proposal of the Board of Directors, that the Board of Directors be authorized to resolve on the directed issuances of new shares to the company itself.
The number of shares to be issued consists of up to 221,000,000 shares in the aggregate.
The Board of Directors was authorized to resolve on all other terms and conditions of the issuance of shares hereunder.
The authorization is effective for five (5) years from the date of decision of the Annual General Meeting.
Authorizing the Board of Directors to decide on US IPO
It was resolved, in accordance with the proposal of the Board of Directors, that the Board of Directors be authorized to decide on the issuance of new shares for the purpose of the US IPO and potential other offerings in connection with the US IPO.
The aggregate number of new shares to be issued in the US IPO and potential other offerings in connection with the US IPO would not exceed 530,000,000 shares, which corresponds to approximately 116 per cent of the existing shares and votes in the company and approximately 44 per cent of the shares and votes in the company after such US IPO and potential other offerings in connection with the US IPO (including the dilution resulting from the automatic conversion of the Convertible Notes at the US IPO, but excluding the dilution resulting from the potential exercise of the Warrants).
The Board of Directors was authorized to resolve on all other terms and conditions of the US IPO and potential other offerings as a result of or in connection with the US IPO. The issuance of new shares may be carried out in deviation from the shareholders' pre-emptive rights by way of a directed issue.
The authorization is effective until 31 December 2015 and does not replace previous authorizations granted to the Board of Directors.
Election of Members of the Board of Directors
It was resolved, in accordance with the proposal of the Board of Directors, that, conditional upon the subscription of the Convertible Notes by the Investors, the number of members of the Board of Directors will be increased to seven (7) and two (2) new members of the Board of Directors will be elected as follows:
Mr. Don M. Bailey and Mr. Mahendra G. Shah are elected new members of the Board of Directors, both of them for the term starting on the date on which the resolution on the issuance of Convertible Notes is registered with the Finnish Trade Register, and expiring at the end of the following Annual General Meeting.
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 English 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 9 June 2015 at the latest.
Turku, 26 May 2015
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@biotie.com
www.biotie.com
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