FIT Biotech Oy: Notice Convening the 2016 Annual General Meeting of FIT Biotech Oy – FIT Biotech

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FIT Biotech Oy: Notice Convening the 2016 Annual General Meeting of FIT Biotech Oy

FIT BIOTECH OY

Company announcement
March 18, 2016 at 10.15 am

Notice Convening the 2016 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 8, 2016 starting at 12:00 noon (Finnish time) at the offices of Castrén & Snellman Attorneys Ltd at Eteläesplanadi 14 (6th floor), 00130 Helsinki, Finland. The reception of persons who have registered for the meeting will begin at 11:30 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 2015

            -       Review by the CEO

      7.     Adoption of the 2015 financial statements

      8.    Use of the profit shown on the balance sheet

The board of directors proposes that no dividends be distributed for the 2015 financial period and that the profit of EUR 2,615,663.08 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 the members of the board be paid the following remuneration for the term ending at the end of the 2017 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.

  1. 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 Juha Vapaavuori, Erkki Pekkarinen and Rabbe Slätis be re-elected to the board and that Chitra Bharutsha and Mart Ustav be elected as new members. 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.  Authorising the board of directors to decide on the issuance of shares as well as the granting of options and other special rights entitling to shares

The board of directors proposes to the general meeting that the general meeting authorise the board of directors to decide on the issuance of shares and on the granting of options and other special rights entitling to shares as referred to in Chapter 10, section 1 of the Limited Liability Companies Act. The authorisation would also allow the board to decide upon a directed issue in deviation from the shareholders' pre-emptive subscription right and to grant special rights provided that the requirements set forth by law are met.

A maximum of 5,300,000 new K shares or K shares held by the Company may be issued under the authorisation.

The board of directors can use the authorisation in one or more tranches, for example, to strengthen the company's capital structure, for the purposes of management or personnel incentive schemes or for other purposes it decides.

The board of directors would be authorised to decide on the other terms of issuing shares and granting of option rights and special rights. It is proposed that the board authorisation be valid until June 30, 2017. This authorisation will not revoke any earlier authorisations to decide on share issues or granting of option rights and other special rights entitling to shares.

      16. 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/ no later than on March 18, 2016. 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 22, 2016 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 29, 2016, 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 is registered in the shareholders' register of the company and who wants to participate in the general meeting has to register for the meeting by e-mail to the address liisa.laitinen@fitbiotech.com or by post to the address FIT Biotech Oy/Liisa Laitinen, Biokatu 8, 33520 Tampere, Finland, no later than at 10 am (Finnish time) on April 5, 2016 by which time the registration must be received.  

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 29, 2016 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 5, 2016 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/Liisa Laitinen, Biokatu 8, 33520 Tampere, Finland or by e-mail to the address liisa.laitinen@fitbiotech.com no later than on April 5, 2016.

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 18, 2016, FIT Biotech Oy has a total of 27,670,281 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 27,599,817 K shares. 

Helsinki March 18, 2016

FIT Biotech Oy
Board of directors

Further information:

Rabbe Slätis
CEO, FIT Biotech Oy
Email: rabbe.slatis@fitbiotech.com
Tel.: +358 40 840 6749

Certified Advisor: Translink Corporate Finance Oy, tel. +358 20 743 2790

FIT Biotech in brief

FIT Biotech Oy is a biotechnology company established in 1995 that develops and licenses its patented GTU® (Gene Transport Unit) vector technology for new-generation medical treatments. GTU® is a gene transport technology that meets an important medical challenge in the usability of gene therapy and DNA vaccines.

FIT Biotech applies GTU® technology in its drug development programmes. Application areas include cancer (gene therapy) and infectious diseases such as HIV and tuberculosis, as well as animal vaccines.

FIT Biotech shares are listed on the First North Finland market maintained by Nasdaq Helsinki Oy.

DISTRIBUTION:
Nasdaq Helsinki
Principal media
www.fitbiotech.com

Notice Convening the 2016 Annual General Meeting of FIT Biotech Oy

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