Corporate Governance

Annual General Meeting

The highest power of decision at Biohit is exercised by its shareholders at the General Meeting.

Every Biohit shareholder has the right to attend General Meetings (GM), which are convened once a year (Annual General Meeting) or more frequently if necessary (Extraordinary General Meeting). The AGM convenes annually by the end of April. An extraordinary general meeting may be held at the request of the Board of Directors or when stipulated by law. The Board of Directors calls General Meetings and presents issues for consideration at the meeting. General Meetings deal with issues that are the business of General Meetings as set out in the Finnish Companies Act and Biohit’s Articles of Association.

In accordance with the Limited Liability Companies Act shareholders can also ask Biohits Board of Directors to add issues to the agenda of the next Annual General Meeting. Biohit publishes the date by which shareholders shall notify of their request to discuss issues in the Annual General Meeting on its website well in advance. Such a request is always considered to have arrived in time if the Board of Directors has been notified of it at least four (4) weeks before the invitation to the Annual General Meeting is sent out.

The major issues handled by the General Meeting include:

• Changes to the Articles of Association

• Share issues

• Determining the number of members on the Board of Directors and electing its members

• Electing an auditor

• Approving the financial statements

• Deciding on the distribution of profit and other funds

Notice of General Meeting

Notice of General Meeting will be published on the company’s website and by a stock exchange release no earlier than three (3) months and no later than three (3) weeks prior to the General Meeting. In addition, the Board of Directors may decide to publish the notice, or delivery notification of the notice, in one or more national newspapers determined by the Board, or in some other manner it may decide.

The Notice will include the time and place of the meeting, the proposed agenda, any measures that need to be taken by participating shareholders, the record date, the address of the company’s website, and where to obtain the material for the meeting. In addition to the agenda, the invitation will also include the nominees for the Board of Directors and the Auditor. Nominees must have accepted their nomination and must be supported by shareholders possessing a total of at least 10% of the votes conferred by the company’s shares.

In addition to the Notice of General Meeting, the company’s website will also present the details of the Board nominees and the total number of shares and votes, by type of share, on the date the meeting was called. The Board’s proposals and the documents to be presented at the meeting will also be made available.

The date of the GM will be set so as to enable as many shareholders as possible to attend. Biohit Oyj’s Board of Directors monitors trends in the company’s shareholder structure and, if required, will take action to ensure that shareholders can participate to the fullest extent possible in decision-making at the GM.

General Meeting attendance and publishing decisions

Shareholders must register in advance by the date given in the Notice of Annual General Meeting. Shareholders can attend the meeting in person or may nominate a proxy. Both shareholders and proxies may have an assistant at GMs.

In addition to shareholders, GMs are attended by the Chairman of the Board of Biohit Oyj, at least half of the Board members, the President and CEO, and the principal auditor. Unless there is a cogent reason for absence, all first-time Board nominees must attend the GM.

Minutes are taken at the GM, and these minutes are made available to shareholders on the company’s website within one (1) week after the meeting. Any decisions reached are published in a stock exchange release immediately after the GM.

Previous Annual General Meetings