Terveystalo Plc: Proposals of the Shareholders Nomination Board to the Annual General Meeting 2019

Terveystalo Plc Stock Exchange Release 30 January 2019 at 13:00 EET

The Shareholders' Nomination Board of Terveystalo has submitted its proposal on the Board of Directors to the Annual General Meeting 2019.

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 for a term that ends at the end of the Annual General Meeting 2020 the number of members of the Board of Directors shall be eight (8) and that 
· Lasse Heinonen, Olli Holmström, Åse Aulie Michelet, Katri Viippola and Tomas von Rettig are re-elected as members of the Board, and that
· Dag Andersson, Paul Hartwall and Kari Kauniskangas are elected as new Board members

Fredrik Cappelen, Chairman of the Terveystalo Board of Directors, has informed the Nomination Board that he will not be available for re-election to the Board of Directors in the next Annual General Meeting. Fredrik Cappelen has served as the Chairman of Board of Directors since 2013. Eeva Ahdekivi and Vesa Koskinen have also announced that they are not available for re-election to the Board of Directors.

Nomination Board recommends that Kari Kauniskangas is elected as the Chairman of the Board and Tomas von Rettig is re-elected as the Vice Chairman of the Board. Kari Kauniskangas is independent of the company and its significant shareholders. 

The curricula vitae of Kari Kauniskangas, Dag Andersson and Paul Hartwall are attached to this stock exchange release.

Proposal concerning remuneration of the members

The Shareholders' Nomination Board proposes to the Annual General Meeting 2019 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. That 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.

The Shareholder's Nomination Board that has prepared proposals for the Annual General Meeting 2019 consists of Chairman, Risto Murto, CEO, Varma Mutual Pension Insurance Company, and members CEO Tomas von Rettig, Rettig Group Oy Ab, Chairman of the Board Ole Johansson, Hartwall Capital, Laura Raitio, Helsinki Deaconess Institute, and Ulf Fredrik Cappelen, Chairman of the Board, Terveystalo Plc. 

The proposals of the Nomination Board will be included in the invitation to the Annual General Meeting. 

Terveystalo Plc 

For more information, please contact:

Risto Murto, Chairman of the Nomination Board 
Tel. +358 10 244 3119

Kati Kaksonen, Director, Investor Relations and Financial Communications
Tel. +358 10 345 2034

Nasdaq Helsinki Ltd
Principal media

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, Terveystalo 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's services carry the Key Flag symbol and the company is a member of the Association for Finnish Work. www.terveystalo.com