Reports and Releases
FIT Biotech Oy: Resolutions of the Annual General Meeting and the Board of FIT Biotech Oy on April 8, 2016
FIT BIOTECH OY
April 8, 2016 at 1.10 pm
Resolutions of the Annual General Meeting and the Board of FIT Biotech Oy on April 8, 2016
1. Annual Accounts, Board of Directors and Auditors
The Annual General Meeting approved the annual accounts of the company and discharged the members and the vice members of the Board of Directors and the CEO from liability for the financial period of 2015.
The Annual General Meeting confirmed, according to the proposal of the Board of Directors, the number of the members of the Board of Directors as five (5) and that Juha Vapaavuori, Erkki Pekkarinen and Rabbe Slätis be re-elected to the Board and that Chitra Bharucha and Mart Ustav be elected as new members for the term expiring at the end of the next Annual General Meeting following the election.
The Annual General Meeting resolved 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 will 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.
The Annual General Meeting resolved that audit firm PricewaterhouseCoopers Oy be re-elected as the auditor, Janne Rajalahti, APA as the responsible auditor, for the term ending at the end of the next Annual General Meeting. The auditors shall be reimbursed in accordance with the auditors' reasonable invoice approved by the company.
2. Use of the profit shown on the balance sheet
The Annual General Meeting resolved 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.
This book profit was mainly due to the Tekes decision, upon the company's application (April 20, 2015), not to collect an amount of approximately 6.5 million euros from the principal amount of the company's capital loans.
3. 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 Annual General Meeting authorised 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 also allows 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 was authorised to decide on the other terms of issuing shares and granting of option rights and special rights. The authorisation is 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.
4. Board's assembly meeting
In its assembly meeting right after the Annual General Meeting, the Board of Directors elected Juha Vapaavuori as the Chairperson.
The minutes of the Annual General Meeting will be available for viewing at the company's head office and the website on April 22, 2016 at the latest.
FIT BIOTECH OY
Board of Directors
CEO, FIT Biotech Oy
Tel: +358 (0) 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.