Terveystalo Plc: Resolutions of Annual General Meeting
Terveystalo Plc, Stock Exchange Release 7 April 2022 at 3:30 p.m. EEST
The Annual General Meeting of Terveystalo Plc was held today on 7 April 2022 in Helsinki, Finland. The Annual General Meeting adopted the financial statements for the financial year 2021 and discharged the members of the Board of Directors and the CEO from liability. The Annual General Meeting approved the remuneration report for governing bodies and decided to support the amended 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 0.28 per share (totaling approximately EUR 35.6 million with the current number of shares) be paid based on the balance sheet adopted for the financial year ended 31 December 2021. The dividend will be paid in two instalments as follows.
- The first dividend instalment of EUR 0.14 per share will be paid to the shareholders who are registered in the shareholders' register of the Company maintained by Euroclear Finland Ltd on the record date of the first dividend instalment on 11 April 2022. The first dividend instalment will be paid on 20 April 2022.
- The second dividend instalment of EUR 0.14 per share will be paid to shareholders who are registered in the shareholders' register of the Company maintained by Euroclear Finland Ltd on the record date of the second dividend instalment on 10 October 2022. The second dividend instalment will be paid on 19 October 2022. The Annual General Meeting also authorized the Board of Directors to resolve, if necessary, on a new record date and date of payment for the second dividend instalment should the rules of Euroclear Finland Ltd or statutes applicable to the Finnish book-entry system change or otherwise so require.
Election and remuneration of the members of the Board of Directors
The number of members of the Board of Directors was confirmed to be six (6). Dag Andersson, Kari Kauniskangas, Kristian Pullola and Katri Viippola were re-elected as members of the Board and Carola Lemne and Matts Rosenberg were elected as new members of the Board for a term that ends at the end of the Annual General Meeting 2023.
The Annual General Meeting resolved that the members of the Board of Directors shall be paid annual remuneration as follows: EUR 87,500 for the Chairman, EUR 52,000 for the Vice-Chairman, EUR 41,500 for the members and EUR 52,000 for the Chairman of the Audit Committee. 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. When attending a Board or Committee meeting by telephone or other electronic means, the attendance fee shall be EUR 650. Travel expenses are 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 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 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 2023. KPMG Oy Ab has notified that Henrik Holmbom, APA, will 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 2023.
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 2023.
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 2023, 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 as of 21 April 2022 at the latest.
Terveystalo Plc
For further information, please contact:
Liisa-Maija Seppänen, Investor Relations Manager
tel. +358503144455
liisa-maija.seppanen@terveystalo.com
Distribution:
Nasdaq Helsinki Ltd
Main 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
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