Proposals of the Shareholders' Nomination Board of Terveystalo to the Annual General Meeting 2023

Terveystalo Plc Stock Exchange Release 16 December 2022 at 09:00 EET

The Shareholders' Nomination Board of Terveystalo has submitted its proposal regarding the Board of Directors to the Annual General Meeting 2023.

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 seven (7).

The Shareholders' Nomination Board proposes, for a term that ends at the end of the Annual General Meeting 2024, that Kari Kauniskangas, Carola Lemne, Kristian Pullola, Matts Rosenberg, and Katri Viippola are re-elected as members of the Board and Sofia Hasselberg and Ari Lehtoranta are elected as new members of the Board.

The Nomination Board recommends that Kari Kauniskangas be re-elected as the Chairman of the Board and that Matts Rosenberg be re-elected as the Board’s Vice Chairman.

All candidates have given their consent to the position and the Nomination Board has assessed all candidates to be independent of the company. Kari Kauniskangas, Sofia Hasselberg, Ari Lehtoranta, Carola Lemne, and Kristian Pullola are also independent of major shareholders. Katri Viippola and Matts Rosenberg are not considered to be independent of major shareholders due to their main occupations; Katri Viippola is SVP of HR and Communications, and member of the Group Executive Team of Varma Mutual Pension Insurance Company, and Matts Rosenberg is the CEO of Rettig Group.

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

Proposal concerning the remuneration of the members

The Shareholders' Nomination Board proposes to the Annual General Meeting 2023 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 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 2023. Attendance fees are proposed to be paid in cash.

The Shareholder's Nomination Board that has prepared proposals for the Annual General Meeting 2023 consists of Chairman, Risto Murto, Varma Mutual Pension Insurance Company, and members Tomas von Rettig, Rettig Group Oy Ab, Timo Ritakallio, Pohjola Vakuutus Oy, 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.

Attachments: CV Sofia Hasselberg, CV Ari Lehtoranta

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 Sustainability

Tel. +358 10 345 2034

Kati.kaksonen@terveystalo.com

Distribution:

Nasdaq Helsinki Ltd

Principal media

www.terveystalo.com

Terveystalo in brief

Terveystalo is the largest private health care service provider in Finland in terms of revenue and network. Terveystalo is also a leading occupational health provider in the Nordic region. We offer a wide variety of primary health care, specialized care, and well-being services for corporate and private customers and the public sector. Terveystalo’ s digital services are available 24/7, regardless of time and place. Health and well-being services are also provided by Terveystalo’ s over 360 clinics across Finland. In Sweden, we offer occupational health services at 120 clinics. Terveystalo is listed on the Helsinki Stock Exchange and has a predominantly Finnish ownership.

In 2021, Terveystalo had approximately 1.3 million individual customers in Finland and the number of customer appointments was approximately 8 million, with more than a quarter of these taking place via remote channels. Terveystalo employs over 15,500 healthcare and well-being professionals. Terveystalo is a Key Flag company and member of Association for Finnish Work. www.terveystalo.com