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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 December 2013. 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 significant shareholders. 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 exist. 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 authorisations. 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. 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: [email protected] www.biotie.com DISTRIBUTION: NASDAQ OMX Helsinki Ltd Main Media This announcement is distributed by GlobeNewswire on behalf of GlobeNewswire clients. The owner of this announcement warrants that: (i) the releases contained herein are protected by copyright and other applicable laws; and (ii) they are solely responsible for the content, accuracy and originality of the information contained therein. Source: Biotie Therapies Oyj via GlobeNewswire [HUG#1774139] |