Terveystalo Plc: Resolutions of Annual General Meeting
Terveystalo Plc, Stock Exchange Release 28 May 2020 at 17:00 EEST
The Annual General Meeting of Terveystalo Plc was held today on 28 May 2020 in Helsinki, Finland. The Annual General Meeting adopted the financial statements for the financial year 2019 and discharged the members of the Board of Directors and the CEO from liability. The Annual General Meeting decided to support the remuneration policy for governing bodies which was presented to the Annual General Meeting.
Use of the profit shown on the balance sheet and distribution of dividend
The Annual General Meeting decided, in accordance with the proposal of the Board of Directors, that a dividend of EUR 0.13 per share (corresponding to approximately EUR 16.6 million calculated with the current number of shares) be distributed based on the balance sheet adopted for the financial year 2019. As proposed by the Board of Directors, the Annual General Meeting also resolved to authorize the Board of Directors to decide in its discretion the dividend record and payment dates so that the dividend would be paid on 15 July 2020 at the latest. The Company will separately publish the dividend record and payment dates decided by the Board of Directors. The dividend would be paid to a shareholder registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy on the dividend record date.
Election and remuneration of the members of the Board of Directors
The number of members of the Board of Directors was confirmed to be seven (7). Dag Andersson, Lasse Heinonen, Kari Kauniskangas, Åse Aulie Michelet, Katri Viippola, and Tomas von Rettig were re-elected as members of the Board and Niko Mokkila was elected as a new member of the Board for a term that ends at the end of the Annual General Meeting 2021.
The Annual General Meeting resolved that the members of the Board of Directors shall be paid annual remuneration as follows: EUR 85,000 for the Chairman, EUR 50,500 for the Vice-Chairman, EUR 40,250 for the members and EUR 50,500 for the Chairman of the Audit Committee. Additionally, the following attendance fees shall be paid for each Board and Committee meeting: EUR 625 for members residing in Finland, EUR 1,300 for members residing elsewhere in Europe and EUR 2,600 for members residing outside Europe. For Board and Committee meetings that are held by telephone or other electronic means, the attendance fee shall be EUR 625. 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's 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 2021. KPMG Oy Ab has notified that Henrik Holmbom, APA, would be acting as the principal auditor. The auditor's fees will be paid against an invoice approved by the Company.
Authorizing the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of 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 and/or on the acceptance as pledge of the Company's own shares using the unrestricted equity of the Company. The authorization covers a maximum of 12,803,653 shares, which corresponds to approximately 10 per cent of all shares in the Company.
Own shares can be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market. The Board of Directors decides how own shares will be repurchased and/or accepted as pledge. Shares can be repurchased using, inter alia, derivatives. Own shares can be repurchased otherwise than in proportion to the shareholdings of the existing shareholders (directed repurchase).
The authorization is effective until the end of the next Annual General Meeting, however no longer than until 30 June 2021.
Authorizing the Board of Directors to decide on the issuance of 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 decide on the issuance of shares and the issuance of special rights entitling to shares referred to in Chapter 10, Section 1 of the Companies Act. The authorization covers a maximum of 12,803,653 shares, which corresponds to approximately 10 per cent of all shares in the Company.
The Board of Directors decides on all the conditions of the issuance of shares and of special rights entitling to shares. The issuance of shares and of special rights entitling to shares may be carried out in deviation from the shareholders' pre-emptive rights (directed issue).
The authorization is effective until the end of the next Annual General Meeting, however no longer than until 30 June 2021.
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. In addition, the Annual General Meeting resolved to authorize the Board of Directors 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 next Annual General Meeting 2021, however 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 by 11 June 2020 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 Ltd
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 healthcare services for corporate and private customers and the public sector. The nationwide network covers 300 locations across Finland. The clinic network is complemented by 24/7 digital services.
In 2019, Terveystalo had approximately 1.2 million individual customers and approximately 3.7 million visits to a physician. Terveystalo employs over 13,000 health care professionals. www.terveystalo.com