FIT Biotech Oy
Company release
March 17, 2017 at 09:30 EET
Notice Convening the 2017 Annual General Meeting of FIT Biotech Oy
The shareholders of FIT Biotech Oy are invited to the annual general meeting, which is to be held on Friday April 7, 2017 starting at 10:00 am (Finnish time) at an address Itämerentori 2, 00100 Helsinki, Finland. The reception of persons who have registered for the meeting will begin at 09:30 am.
A. Matters on the Agenda of the General Meeting
At the general meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of the persons to scrutinise the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the annual accounts, the report of the board of directors and the auditor's report for the year 2016
- Review by the CEO
7. Adoption of the 2016 financial statements
8. Use of the financial result shown on the balance sheet
The board of directors proposes that no dividends be distributed for the 2016 financial period and that the financial result of EUR -3,651,186.26 for the financial period be transferred to the profit/loss account.
9. Resolution on the discharge of the members of the board of directors and the CEO from liability
10. Resolution on the remuneration of the members of the board of directors
The board of directors proposes that align with previous practices members of the board be paid the following remuneration for the term ending at the end of the 2018 annual general meeting:
- Chairperson of the board EUR 2,000 per month
- Other members of the board (including deputy chairperson) will be paid a meeting compensation of EUR 800 for each physical meeting in which the board member is personally in attendance throughout the duration of the board meeting.
- The members of the board who reside abroad would be paid a meeting compensation of EUR 500 also for meetings which they attend by telephone, provided that the member is in attendance via telephone throughout the duration of the board meeting and that the board meeting would otherwise be considered a physical meeting.
- In addition, the chairperson of the board and other board members will be paid for their reasonable travelling expenses to board meetings.
Resolution on the number of the members of the board of directors
The board of directors proposes that the number of members of the board of directors be confirmed as five (5).
12. Election of members of the board of directors
The board of directors proposes that Chitra Bharutsha, Erkki Pekkarinen, Eero Rautalahti and Rabbe Slätis be re-elected to the board and Anne-Maria Salonius be elected as a new member. All the candidates have consented to being elected.
13. Resolution on the remuneration of the auditor
The board of directors proposes that the auditors be reimbursed in accordance with the auditors' reasonable invoice approved by the company.
14. Election of the auditor
The board of directors proposes that audit firm PricewaterhouseCoopers Oy, which is currently the company's auditor, be re-elected as the auditor. PricewaterhouseCoopers Oy has stated that the responsible auditor is Janne Rajalahti, APA.
15. Closing of the meeting
B. Documents of the General Meeting
The proposed resolutions and the financial statements, report of the board of directors and auditor's report of the company will be available on FIT Biotech Oy's website at http://www.fitbiotech.com/investors/shareholder-meetings/ on March 17, 2017. The proposed resolutions and the other documents mentioned above will also be available at the meeting, and copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the general meeting will be available on the above website as of April 21, 2017 at the latest.
C. Instructions for the Participants in the General Meeting
1. Shareholders registered in the shareholders' register
Each shareholder, who is registered on March 28, 2017, the record date of the meeting, in the company's shareholders' register maintained by Euroclear Finland Ltd, has the right to participate in the annual general meeting. A shareholder whose shares are registered on his/her personal Finnish book-entry account is registered in the shareholders' register of the company.
A shareholder, who wants to participate in the Extraordinary General Meeting of Shareholders, shall register for the meeting no later than April 4, 2017 at 10.00 am by giving a prior notice of participation at FIT Biotech Ltd's website http://www.fitbiotech.fi/sijoittajille/yhtiok...kokoukseen or by mail to address FIT Biotech Oy /co Ari Tamminen, Aalto Capital, Keskuskatu 8, 00100 Helsinki, Finland. When giving a prior notice by mail that should arrive before abovementioned deadline.
In connection with the registration, a shareholder shall state his/her name, personal identification number or business identity code, address, telephone number, as well as the names and personal identification numbers of assistants or proxy representatives, if any. The personal data given to FIT Biotech Oy will be used only in connection with the annual general meeting and with the processing of necessary registrations.
Upon request, a shareholder, his/her representative or proxy representative must be able to prove his/her identity and/or representation right at the meeting venue.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the general meeting based on the shares that would entitle him/her to be registered on March 28, 2017 in the shareholders' register maintained by Euroclear Finland Ltd. The right to participate in the general meeting also requires that the shareholder has on the basis of such shares been temporarily registered into the shareholders' register held by Euroclear Finland Ltd at the latest by April 4, 2017 at 10 am (Finnish time). As regards nominee registered shares, this constitutes due registration for the general meeting.
A holder of nominee registered shares is advised to request without delay the necessary instructions regarding registration in the temporary shareholder's register of the company, the issuing of proxy documents and registration for the general meeting from his/her custodian bank. The account operator of the custodian bank has to temporarily register a holder of nominee registered shares who wants to participate in the general meeting into the shareholders' register of the company at the latest by the time stated above.
3. Proxy representatives and powers of attorney
A shareholder may participate in the general meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative must produce a dated proxy document or power of attorney or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the general meeting. When a shareholder participates in the general meeting by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares by which each proxy representative represents the shareholder must be identified in connection with registration for the general meeting. Any proxy documents and powers of attorney are requested to be delivered by post to the address FIT Biotech Oy /co Ari Tamminen, Aalto Capital, Keskuskatu 8, 00100 Helsinki, Finland or by e-mail to the address ari.tamminen@aaltocapital.com no later than on April 4, 2017 at 10 am (Finnish time).
4. Other instructions and information
Pursuant to Chapter 5, section 25 of the Limited Liability Companies Act, a shareholder who is present at the general meeting has the right to request information with respect to the matters to be considered at the meeting.
As at the date of the notice convening the general meeting March 17, 2017, FIT Biotech Oy has a total of 53,658,534 shares, which each carry one vote regardless of share class. The shares are divided into classes as follows: 5,229 A shares, 65,235 D shares and 53,588,070 K shares.
Helsinki March 17, 2017
FIT Biotech Oy
Board of directors
Attachments:
