Proposals of the Shareholders’ Nomination Board of Terveystalo to the Annual General Meeting 2022

Terveystalo Plc Stock Exchange Release 23 December 2021 at 09:00 EET

The Shareholders' Nomination Board of Terveystalo has submitted its proposal on the Board of Directors to the Annual General Meeting 2022.

Proposal on the number of members of the Board of Directors and its composition

The Shareholders' Nomination Board proposes to the Annual General Meeting that the number of members of the Board of Directors shall be six (6).

The Shareholders' Nomination Board proposes, for a term that ends at the end of the Annual General Meeting 2023, that Dag Andersson, Kari Kauniskangas, Kristian Pullola and Katri Viippola are re-elected as members of the Board and Carola Lemne and Matts Rosenberg are elected as new members of the Board.

Nomination Board recommends that Kari Kauniskangas is re-elected as the Chairman of the Board and that Matts Rosenberg is elected as the Vice Chairman of the Board.

All candidates have given their consent to the position and The Nomination Board has assessed all candidates to be independent of the company. Dag Andersson, Kari Kauniskangas, Carola Lemne and Kristian Pullola are also independent of major shareholders.

The curriculum vitae of the proposed new members of the Board, Carola Lemne and Matts Rosenberg, are attached to this stock exchange release. The biographical details of Board members proposed for re-election can be found at company website: https://www.terveystalo.com/en/Company/Contact-information/Board-of-Directors/   

Proposal concerning remuneration of the members

The Shareholders' Nomination Board proposes to the Annual General Meeting 2022 that the following remuneration be paid to the members of the Board during the next term:

• Annual remuneration of the Chairman EUR 87,500

• Annual remuneration of the Vice-Chairman EUR 52,000

• Annual remuneration of the members EUR 41,500

• Annual remuneration of the Chairman of the Audit Committee EUR 52,000

Additionally, the following attendance fees shall be paid for each Board and Committee meeting: EUR 650 for members residing in Finland, EUR 1,350 for members residing elsewhere in Europe and EUR 2,700 for members residing outside of Europe. For Board and Committee meetings that are held by telephone or other electronic means, the attendance fee shall be EUR 650. Travel expenses are proposed to be reimbursed in accordance with the company's travel policy. 

In addition, the Nomination Board proposes the annual remuneration of the Board to be paid as a combination of company shares and cash in such a manner that 40% of the annual remuneration is paid in the company's shares, which will be purchased from the market on behalf of the members of the Board of Directors at a price determined in public trading, and 60% is paid in cash. The Company will reimburse the transaction costs and capital transfer tax in connection with the purchase of the remuneration shares. The shares will be purchased within a period of two weeks beginning from the date following the publication of the quarterly result for the period 1 July - 30 September, 2022. Attendance fees are proposed to be paid in cash.

The Shareholder's Nomination Board that has prepared proposals for the Annual General Meeting 2022 consists of Chairman, Risto Murto, CEO, Varma Mutual Pension Insurance Company, and members CEO Matts Rosenberg, Rettig Group Oy Ab,  CEO Olli Lehtilä, OP Group, Peter Therman, Hartwall Capital, and Kari Kauniskangas, Chairman of the Board, Terveystalo Plc.

The proposals of the Nomination Board will be included in the invitation to the Annual General Meeting.

Attachment: CV Carola Lemne, CV Matts Rosenberg

Terveystalo Plc
Communications

For more information, please contact:
Risto Murto, Chairman of the Shareholders’ Nomination Board
Tel. +358 10 244 3119

Kati Kaksonen, VP, Communications, Investor Relations and Corporate Responsibility
Tel. +358 10 345 2034
Kati.kaksonen@terveystalo.com

Distribution:
Nasdaq Helsinki Ltd
Principal media
www.terveystalo.com

Terveystalo in brief 

Terveystalo is Finland's largest health service company in terms of revenue and network, with the aim of empowering lifelong health and well-being and building a healthier society. The company provides comprehensive well-being, primary care and specialist care services to corporate and private customers, as well as the public sector. Terveystalo's digital appointment serves are available 24/7, regardless of time and place. In addition, the company offers health and well-being services in more than 300 locations throughout Finland.

In 2020, Terveystalo had 1.2 million individual customers. Some 6.9 million customer visits were made, of which more than a quarter took place in remote channels. Terveystalo employs more than 13,000 health and well-being professionals.