Terveystalo Plc: Resolutions of Annual General Meeting
Terveystalo Plc, Stock Exchange Release 12 April 2018 at 17:35 EET
The Annual General Meeting of Terveystalo Plc was held today on 12 April 2018 in Helsinki, Finland. The Annual General Meeting adopted the financial statements for the year 2017 and discharged the members of the Board of Directors and the CEO from liability.
The use of the loss shown on the balance sheet and the return of equity
As proposed by the Board of Directors, the Annual General Meeting resolved that the loss from the financial period 2017 of EUR 10.1 million will be retained in the Company's retained earnings. As proposed by the Board of Directors, the Annual General Meeting also resolved that EUR 0.06 per share (totaling EUR 7.7 million) will be distributed from the invested non-restricted equity reserve. The distribution will be paid to a shareholder who on the distribution payment record date of 16 April 2018 is registered in the Company's shareholders' register maintained by Euroclear Finland Oy. The distribution will be paid on 27 April 2018.
Election and remuneration of the members of the Board of Directors
The number of members of the Board of Directors was confirmed to be eight. Ulf Fredrik Cappelen, Olli Holmström, Vesa Koskinen and Åse Aulie Michelet were re-elected as members of the Board, and Eeva Ahdekivi, Lasse Heinonen, Katri Viippola and Tomas von Rettig were elected as new members of the Board for a term that ends at the end of the Annual General Meeting 2019.
The Annual General Meeting resolved that the following annual remuneration will be paid to the members of the Board during the next term: EUR 80,000 for the Chairman, EUR 49,000 for the Vice-Chairman, EUR 39,000 for the members and EUR 49,000 for the Chairman of the Audit Committee. Additionally, the following attendance fees shall be paid for each Board and Committee meeting: EUR 600 for members residing in Finland, EUR 1,200 for members residing elsewhere in Europe and EUR 2,400 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 600. Travel expenses shall be reimbursed in accordance with the Company's travel policy.
The annual remuneration of the Board will be paid as a combination of Company shares and cash in such a manner that 40% of the annual remuneration is paid in shares in the possession of the Company or, if this is not possible, in the Company's shares purchased from the market, and 60% is paid in cash. The Company will reimburse the transaction costs and capital transfer tax related to trading. Attendance fees will be paid in cash.
Election and remuneration of the auditor
KPMG Oy Ab was re-elected as the Company's auditor for a term that ends at the end of the Annual General Meeting 2019. Authorized Public Accountant Jari Härmälä continues as the auditor in charge. The auditor's fees will be paid against an invoice approved by the Company.
Authorizing the Board of Directors to resolve to repurchase the Company's own shares
As proposed by the Board of Directors, the Annual General Meeting resolved to authorize the Board of Directors to resolve on the repurchase of the Company's own shares, in one or several instalments, using the unrestricted equity of the Company. The authorization covers a maximum of 12,803,653 own shares in the aggregate, which corresponds to approximately 10 percent of the Company's currently registered shares, being however subject to the provisions of the Finnish Companies Act on the maximum amount of own shares in the possession of the Company and its subsidiaries.
The shares will be purchased in public trading at the prevailing market price. The purchases will be carried out on the Nasdaq Helsinki Ltd stock exchange in accordance with its rules and regulations. The authorization entitles the Board of Directors to resolve on all other terms and conditions of the repurchase of the shares, including to repurchase shares in another proportion than that of existing shareholdings of the shareholders. The authorization will remain effective until the end of the Annual General Meeting 2019 and in any event no longer than for a period of 18 months from the date of the resolution of the Annual General Meeting.
Authorizing the Board of Directors to resolve to issue shares and special rights entitling to shares
As proposed by the Board of Directors, the Annual General Meeting resolved to authorize the Board of Directors to resolve on the issuance of shares and/or special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Companies Act, in one or several instalments, either against payment or without payment. The authorization consists of a maximum of 25,607,306 shares in the aggregate (including shares to be received based on special rights), which corresponds to approximately 20 percent of the Company's currently registered shares. The Board of Directors will be authorized to resolve to issue either new shares or own shares possibly held by the Company.
The authorization can be used for the financing or execution of acquisitions or other business arrangements, to strengthen the balance sheet and financial position of the Company, for implementing share-based incentive plans or the payment of the annual remuneration payable to the members of the Board of Directors, or for other purposes as determined by the Board of Directors. The authorization entitles the Board of Directors to resolve on all terms and conditions of the issuance of shares and the issuance of special rights entitling to shares, including the right to derogate from the pre-emptive right of the shareholders. The authorization will remain effective until the end of the Annual General Meeting 2019 and in any event no longer than for a period of 18 months from the date of the resolution of the Annual General Meeting.
Authorizing the Board of Directors to resolve on donations for charitable purposes
As proposed by the Board of Directors, the Annual General Meeting resolved to authorize the Board of Directors to decide on donations in a total maximum of EUR 150,000 for charitable or corresponding purposes and to decide on the donation recipients, purposes of use and other terms of the donations. The authorization will remain effective until the end of the Annual General Meeting 2019 and in any event no longer than for a period of 18 months from the date of the resolution of the Annual General Meeting.
Minutes of the Annual General Meeting
The minutes of the Annual General Meeting will be available on the Company's website as of 26 April 2018 at the latest.
Terveystalo Plc
For more information, please contact:
Kati Kaksonen, Director, Investor Relations and Financial Communications*
Tel. +358 10 345 2034
Kati.kaksonen@terveystalo.com
Distribution:
Nasdaq Helsinki Oy
Main media
www.terveystalo.com
Terveystalo in brief
Terveystalo is a listed company on the Helsinki Stock Exchange. Terveystalo is the largest healthcare service company in Finland with net sales and network. The company offers versatile primary and secondary health care services for corporate and private customers and the public sector. The nationwide network covers approximately 180 locations across Finland, complemented by 24/7 digital services.
In 2017, the Company had approximately 1.2 million individual customers and approximately 3.3 million doctor visits. Nearly 9,000 healthcare professionals work in Terveystalo, about half of whom are private practitioners. Terveystalo is a member of Association for Finnish Work. www.terveystalo.com