Corporate Governance

Articles of Association

§ 1 The business name of the company is Biohit Oyj and its registered office is in HeIsinki, FinIand.

§ 2 The business of the company comprises research and product development activity related to biomedicine and biotechnology, as well as production, export, import and marketing.

§ 3 The shares of the company are divided into A and B series shares. In a shareholders' meeting, A series shares carry 20 votes and B series shares carry 1 vote.

In dividend distribution, the dividend paid for B series shares is two (2) percent higher compared to the nominal value than the dividend paid for A series shares. When applying this provision, the nominal value of a share is 0.17 euros which was the nominal value of a company share when the company decided to give up the nominal value. In case the company is dissolved through merger or some other reason, the holders of A and B series shares have an identical and equal right to merger equity or other compensation paid due to the dissolution.

The shares of the company have been entered in the book-entry system.

A series shares can be converted into B series shares at the request of the owner of the A series shares, by a decision of the Board of Directors, so that with one A series share you get one B series share.

§ 4 The company shares do not have a nominal value.

§ 5 The company has a Board of Directors with 5 to 7 ordinary members, responsible for the management organisation of it’s operations.

The term of office of the members of the expires at the end of the first ordinary held after their election.

The Board of Directors elects a Chairman from among its members until the end of the next ordinary shareholders’ meeting.

§ 6 The company has a Managing Director el-ected by the Board of Directors. The Managing Director attends to the day-to-day business of the company as instructed by the Board of Directors.

§ 7 The Managing Director, together with the Chairman of the Board a person authorised to sign or a procuration holder sign for the company.

§ 8 The Board of Directors decides on a procuration a person authorisation to sign for the company.

§ 9 The company has one auditor, and, in case the auditor is not an auditing firm, one deputy auditor. The term of the auditor and deputy auditor, who have to be authorised by the Central Chamber of Commerce of Finland, expires at the end of the first ordinary shareholder’s' meeting held after their election.

§ 10 The summons to a shareholders' meeting shall be delivered by publishing the summons on the website of the company and by a stock exchange notice, at the earliest three (3) months and at the latest three (3) weeks before the shareholders' meeting, however, nine (9) days before the record date of the shareholders, meeting, at the latest. In addition, the Board of Directors may decide to publish the summons or notice of the delivery of the summons in one or several national newspapers indicated by the Board of Directors, or by some other means, as decided.

In order to be allowed to participate in the shareholders, meeting, a shareholder shall register for the meeting on the date specified in the summons to the meeting, at the latest, which date may be ten (10) days before the shareholders, meeting, at the earliest.

§ 11 The ordinary shareholders' meeting shall be held annually within six (6) months from the end of the accounting period on a date set by the Board of Directors.

The meeting shall handle the following matters:
• Presenting the financial- statements,
• the annual report,
• the auditor's report.

Deciding upon:
• adoption of the financial statements,
• measures called for by the profit on the balance sheet,
• granting discharge from liability to the members of the Board of Directors and to the Managing Director,
• the number and fees of the members of the Board of Directors.

Electing:
• the members of the Board of Directors,
• the auditor and deputy auditor, when required.

Handling:
• other items listed in the summons to the meeting.

§ 12 The books of the company are closed annually on 31 December