Notifications made by certain shareholders to Pihlajalinna Plc regarding proposals on the agenda of the annual general meeting

Pihlajalinna Plc            Stock Exchange Release            29 March 2018 at 9:40


Notifications made by certain shareholders to Pihlajalinna Plc regarding proposals on the agenda of the annual general meeting

The Company’s shareholders MWW Yhtiö Oy (the company controlled by Mr. Mikko Wirén) and Ms. Leena Niemistö, who together represent approximately 13,3 percent of the voting rights carried by the Company's shares, and who, pursuant to notice to the annual general meeting published on 13 March 2018, had notified to the Company their proposals regarding changing the composition of the shareholders’ Nomination Board as well as its Charter (item 17 on the AGM notice published on 13 March 2018), and amendment of section 4 of the Articles of Association (item 18 on the AGM notice published on 13 March 2018), have notified the Company that they will amend their proposals and/or withdraw them, as specified below.

In addition, the abovementioned shareholders have notified to the Company that they will make proposals, in their capacity as shareholders, to the annual general meeting regarding the number of members of the Board of Directors (item 11 on the AGM notice published on 13 March 2018) and election of members of the Board of Directors, the Chairman of the Board and the Vice-Chairman (item 12 on the AGM notice published on 13 March 2018), as specified below.

Notifications of the abovementioned shareholders delivered to the Company on 28 March 2018:

Item 11

We propose that the number of the members of the Board be confirmed to be eight (8).

Item 12

We propose that, in addition to the composition proposed by the Nomination Board, Ms. Gunvor Kronman would be elected as a Board member. Kronman has extensive experience and networks, which support Pihlajalinna's expansion especially to Finland's bilingual areas. Ms. Kronman’s CV is available on the Company’s website http://investors.pihlajalinna.fi

Item 17

We withdraw our proposal, according to which the Nomination Board would consist of six (6) members.

We withdraw our proposal, according to which the Board of Directors would elect the Chairman and Vice-Chairman from among its members.

We amend our proposal regarding the second paragraph of section 2 of the Charter of the Shareholders' Nomination Board so that the second paragraph would read as follows in its entirety:

“In case two of the largest shareholders have an equal number of shares and votes and the representatives of both such shareholders cannot be appointed to the Nomination Board, the decision between them shall be made by drawing lots. If a shareholder who has distributed his/her/its holdings e.g. into several funds and has an obligation under the Finnish Securities Markets Act to take these holdings into account when disclosing changes in his/her/its share of ownership makes a written request to such effect to the Chairman of the Board of Directors no later than on August 31, or if there are such shareholders in the Company the ownership of which, according to the knowledge of the Company, are calculated together when disclosing changes in share of ownership in accordance with the Finnish Securities Markets Act, such shareholder’s holdings in several funds or registers, or holdings of such shareholders that the Company has knowledge as described above, will be combined when calculating the share of votes which determines the nomination right, and provided that combined holdings entitle, pursuant to the preceding paragraph, to appoint a member in the Nomination Board, such shareholder has, or such shareholders have, a right to appoint one member in the Nomination Board. Should a shareholder not wish to exercise his/her nomination right, the right shall be transferred to the next largest shareholder who otherwise would not be entitled to nominate a member.”

Item 18

We withdraw our proposal regarding the amendment of section 4 of the Articles of Association.

Further information:
Joni Aaltonen, CEO, +358 40 524 7270

Distribution:
Nasdaq Helsinki
Major media
investors.pihlajalinna.fi

Pihlajalinna in brief
Pihlajalinna is one of the leading private social and healthcare services providers in Finland. The company serves private individuals, businesses, insurance companies and public sector entities, such as municipalities and joint municipal authorities. In its private clinics and hospitals Pihlajalinna provides general practitioner services, specialised care, emergency and on-call services, a wide range of surgical services, occupational healthcare and dental care. In addition, the company offers innovative social and healthcare service provision models to public sector entities.

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