Terveystalo Plc, Stock Exchange Release 28 February 2018 at 2:00 PM EET
Notice is given to the shareholders of Terveystalo Plc of the Annual General Meeting to be held on Thursday, 12 April 2018 at 3:00 p.m. at Marina Congress Center, Katajanokanlaituri 6, Helsinki, Finland. The reception of attendees who have registered for the meeting will commence at 2:00 p.m.
A. Matters on the agenda of the Annual General Meeting
The following matters will be considered at the Annual General Meeting:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
4. Recording of the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the Financial Statements, the Report of the Board of Directors and the Auditor’s Report for the year 2017
– Review by the CEO
7. Adoption of the Financial Statements
8. Resolution on the use of the loss shown on the balance sheet and resolution on the return of equity
On 31 December 2017, the distributable earnings of the Company totaled EUR 516.7 million, including the loss from the financial period 2017 of EUR 10.1 million. The Board of Directors proposes to the Annual General Meeting that the loss from the financial period be retained in the Company’s retained earnings. The Board of Directors further proposes that EUR 0.06 per share (totaling EUR 7.7 million with the current number of shares) be distributed from the invested non-restricted equity reserve. The distribution would 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 would be paid on 27 April 2018.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the following remuneration be paid to the members of the Board during the next term:
– Annual remuneration of the Chairman EUR 80,000
– Annual remuneration of the Vice-Chairman EUR 49,000
– Annual remuneration of the members EUR 39,000
– Annual remuneration of the Chairman of the Audit Committee EUR 49,000.
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 are proposed to be reimbursed in accordance with the Company’s travel policy.
In addition, the Nomination Board proposes that the annual remuneration of the Board 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 are proposed to be paid in cash.
11. Resolution on the number of members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the number of members of the Board of Directors shall be eight (8) instead of the previous seven (7).
12. Election of the members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting, for a term that ends at the end of the Annual General Meeting 2019, that Ulf Fredrik Cappelen, Olli Holmström, Vesa Koskinen and Åse Aulie Michelet be re-elected as members of the Board and that Eeva Ahdekivi, Lasse Heinonen, Katri Viippola and Tomas von Rettig be elected as new members of the Board. The biographical details of the nominees are available on the Company’s website at https://www.terveystalo.com/en/investors/Corporate-governance/General-Meeting-of-Shareholders/AGM_2018/.
The current members of the Board Ralf Michels, Matti Rihko and Åsa Riisberg have announced that they are not available for re-election to the Board of Directors.
13. Resolution on the remuneration of the auditor
The Board of Directors proposes to the Annual General Meeting, on the recommendation of the Audit Committee, that the auditor’s fees be paid against an invoice approved by the Company.
14. Election of the auditor
The Board of Directors proposes to the Annual General Meeting, on the recommendation of the Audit Committee, that KPMG Oy Ab be re-elected as the Company’s auditor for a term that ends at the end of the Annual General Meeting 2019. KPMG Oy Ab has informed the Company that Authorized Public Accountant Jari Härmälä would continue as the auditor in charge.
15. Resolution on authorizing the Board of Directors to resolve to repurchase the Company’s own shares
The Board of Directors proposes that the Annual General Meeting resolve 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 would cover a maximum of 12,803,653 own shares in the aggregate, which corresponds to approximately 10 percent of the Company’s registered shares at the time of the proposal, 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 would be purchased in public trading at the prevailing market price. The purchases would be carried out on the Nasdaq Helsinki Ltd stock exchange in accordance with its rules and regulations. The authorization would entitle 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 is proposed to 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.
16. Resolution on authorizing the Board of Directors to resolve to issue shares and special rights entitling to shares
The Board of Directors proposes that the Annual General Meeting resolve 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 would consist 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 registered shares at the time of the proposal. The Board of Directors would be authorized to resolve to issue either new shares or own shares possibly held by the Company.
The authorization could 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 would entitle 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 is proposed to 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.
17. Resolution on authorizing the Board of Directors to resolve on donations for charitable purposes
The Board of Directors proposes that the Annual General Meeting resolve 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 authorize the Board of Directors to decide on the donation recipients, purposes of use and other terms of the donations. The authorization is proposed to 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.
18. Closing of the meeting
B. Documents of the Annual General Meeting
The proposals for resolutions on the matters on the agenda of the Annual General Meeting and this notice are available on Terveystalo Plc’s website at https://www.terveystalo.com/en/investors/Corporate-governance/General-Meeting-of-Shareholders/AGM_2018/. The Annual Report, which includes the Company’s Financial Statements, the Report of the Board of Directors and the Auditor’s Report, will be available on the above-mentioned website on week 11, 2018. The proposals for resolutions and the other above-mentioned documents will also be available at the Annual General Meeting. The minutes of the Annual General Meeting will be available on the above-mentioned website as of 26 April 2018 at the latest.
C. Instructions for the participants in the Annual General Meeting
1. Right to participate and registration
Each shareholder who is on 29 March 2018 registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy has the right to participate in the General Meeting. A shareholder whose shares are registered on his/her personal Finnish book-entry account is registered in the Company’s shareholders’ register.
A shareholder who is registered in the Company’s shareholders’ register and wants to participate in the General Meeting must register for the meeting by giving prior notice of attendance no later than on 9 April 2018 at 4:00 p.m. (Finnish time), by which time the registration needs to have been received by the Company. Such notice can be given:
a) on the Company’s website at https://www.terveystalo.com/en/investors/Corporate-governance/General-Meeting-of-Shareholders/AGM_2018/;
b) by telephone to +358 20 770 6904 from Monday to Friday from 9:00 a.m. to 4:00 p.m. (Finnish time); or
c) by mail to Terveystalo Plc, AGM/Legal & Compliance, Jaakonkatu 3, 00100 Helsinki, Finland.
In connection with the registration, a shareholder is required to notify his/her name, personal identification number, address, telephone number, the name of a possible assistant and the name and the personal identification number of a possible proxy representative. The personal data are used only in connection with the General Meeting and the processing of related registrations.
2. Holders of nominee-registered shares
A holder of nominee-registered shares has the right to participate in the General Meeting by virtue of such shares based on which he/she on the record date of the General Meeting, i.e. on 29 March 2018, would be entitled to be registered in the shareholders’ register of the Company maintained by Euroclear Finland Oy. The right to participate in the General Meeting requires, in addition, that the shareholder has, on the basis of such shares, been temporarily registered in the shareholders’ register maintained by Euroclear Finland Oy at the latest on 9 April 2018 at 10:00 a.m. (Finnish time). This constitutes due registration for the General Meeting with regard to nominee-registered shares.
A holder of nominee-registered shares is advised to request without delay the necessary instructions regarding the temporary registration in the shareholders’ register of the Company, the issuing of proxy documents and the registration for the General Meeting from his/her custodian bank. The account management organization of the custodian bank must temporarily register a holder of nominee-registered shares who wishes to participate in the General Meeting in the shareholders’ register of the Company at the latest by the deadline stated above.
3. Proxy representatives and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting. When a shareholder participates in the General Meeting by means of several proxy representatives, representing the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.
Proxy documents should be delivered in original to Terveystalo Plc, AGM/Legal & Compliance, Jaakonkatu 3, 00100 Helsinki, Finland prior to the expiration of the registration period.
4. Other information
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the Meeting.
On the date of this notice, the total number of shares in the Company and votes represented by such shares is 128,036,531 shares and votes.
In Helsinki, 28 February 2018
TERVEYSTALO PLC
The Board of Directors
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 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 Finnish Workers’ Union. www.terveystalo.com
