Terveystalo Oyj — Proxy Solicitation & Information Statement 2020

Feb 13, 2020

Notice of the Annual General Meeting of Terveystalo 2020

Notice of the Annual General Meeting of Terveystalo 2020

Stock Exchange Release 13 February 2020 at 9:01 EET

Notice is given to the shareholders of Terveystalo Plc of the Annual General
Meeting to be held on Thursday, 2 April 2020 at 3:00 p.m. at Finlandia Hall,
Mannerheimintie 13e, 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 2019

7. Review by the CEO

8. Adoption of the Financial Statements

9. Resolution on the use of the profit shown on the balance sheet and the
   payment of dividend as well as authorization of the Board of Directors to
   resolve on the payment of dividend

On 31 December 2019, the parent company’s distributable funds totalled EUR 533.7
million, of which EUR 41.1 million was profit for the financial year. The Board
of Directors proposes to the Annual General Meeting that a dividend of EUR 0.13
per share (totaling approximately EUR 16.6 million with the current number of
shares) be paid based on the balance sheet adopted for the financial year ended
31 December 2019. The dividend would be paid to a shareholder registered in the
Company’s shareholders’ register maintained by Euroclear Finland Ltd on the
dividend record date of 6 April 2020. The dividend would be paid on 15 April
2020.

The Board of Directors further proposes, that the Board of Directors be
authorized to resolve in its discretion on the payment of dividend as follows:

The amount dividend to be paid based on the authorization shall not exceed EUR
0.13 per share. The authorization is valid until the opening of the next Annual
General Meeting.

Unless the Board of Directors decides otherwise for a justified reason, the
authorization will be used to pay dividend one time during the period of
validity of the authorization. In this case the Board of Directors will make a
separate resolution on the payment of dividend so that the preliminary dividend
record date is 6 October 2020 and the preliminary payment date is 13 October
2020. The Company shall make separate announcement of such resolution and
confirm the final record and payment dates in such announcement.

The dividend to be paid based on a resolution of the Board of Directors will be
paid to a shareholder registered in the Company’s shareholders’ register
maintained by Euroclear Finland Ltd on the dividend record date.

1. Resolution on the discharge of the members of the Board of Directors and the
   CEO from liability

2. Handling of the remuneration policy for governing bodies

Presentation of the Company’s remuneration policy for the Company's governing
bodies and the General Meeting’s advisory resolution on the approval of the
policy.

1. 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 85,000

• Annual remuneration of the Vice-Chairman EUR 50,500

• Annual remuneration of the members EUR 40,250

• Annual remuneration of the Chairman of the Audit Committee EUR 50,500.

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
of Europe. For Board and Committee meetings that are held by telephone or other
electronic means, the attendance fee shall be EUR 625. Travel expenses are
proposed to be reimbursed in accordance with the Company’s travel policy.

In addition, the Shareholders’ Nomination Board proposes the annual remuneration
of the Board to 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
are proposed to be paid in cash.

1. 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 seven (7).

1. 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 2021, that Dag
Andersson, Lasse Heinonen, Kari Kauniskangas, Åse Aulie Michelet, Katri
Viippola, and Tomas von Rettig be re-elected as members of the Board and that
Niko Mokkila be elected as a new member of the Board.

The Shareholders’ Nomination Board recommends that Kari Kauniskangas is re
-elected as the Chairman of the Board of Directors and Tomas von Rettig as the
Vice Chairman of the Board.

All candidates have given their consent to the position and the Nomination Board
has assessed all candidates to be independent of the Company. Dag Andersson,
Kari Kauniskangas, Lasse Heinonen, and Åse Michelet are also independent of the
Company's major shareholders.

The curriculum vitae of the proposed new member of the Board, Niko Mokkila, is
attached to this notice. The biographical details of Board members proposed for
re-election can be found at Company's website:
https://www.terveystalo.com/en/Company/Contact-information/Board-of-Directors/

The current members of the Board Paul Hartwall and Olli Holmström have announced
that they are not available for re-election to the Board of Directors.

1. 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.

1. Election of the auditor

In accordance with the Audit Committee's recommendation, the Board of Directors
proposes that KPMG Oy Ab, a firm of authorised public accountants, be elected as
the auditor of the company for the term of office ending at the end of the
Annual General Meeting of the year 2021. KPMG Oy Ab has announced that Henrik
Holmbom, APA, would be acting as the principal auditor.

The proposal of the Board of Directors including the recommendation of the Audit
Committee is available on the company’s website
https://www.terveystalo.com/en/investors/Corporate-governance/General-Meeting-of
-Shareholders/AGM-2020

1. Authorizing the Board of Directors to decide on the repurchase and/or on the
   acceptance as pledge of the Company’s own shares

The Board of Directors proposes to the Annual General Meeting that the Board of
Directors be authorized to decide on the repurchase and/or on the acceptance as
pledge of the Company's own shares as follows:

The number of own shares to be repurchased shall not exceed 12,803,653 shares,
which corresponds to approximately 10 per cent of all shares in the Company.
Only the unrestricted equity of the Company can be used to repurchase own shares
on the basis of the authorization.

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.

1. Authorizing the Board of Directors to decide on the issuance of shares and
   the issuance of special rights entitling to shares

The Board of Directors proposes to the Annual General Meeting that the Board of
Directors be authorized to decide on the issuance of shares and other special
rights entitling to shares referred to in Chapter 10, Section 1 of the Companies
Act as follows:

The number of shares to be issued shall not exceed 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 authorisation is effective until the end of the next Annual General Meeting,
however no longer than until 30 June 2021.

1. 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 2021 and in any event no longer than for a
period of 18 months from the date of the resolution of the Annual General
Meeting.

1. Closing of the meeting

B. Documents of the Annual General Meeting

The proposals for resolutions on the matters on the agenda of the General
Meeting as well as this notice are available on Terveystalo Plc’s website at
https://www.terveystalo.com/en/investors/Corporate-governance/General-Meeting-of
-Shareholders/AGM-2020

The Annual Report, which includes the Company’s Financial Statements, the Report
of the Board of Directors and the Auditor’s Report, as well as the remuneration
policy of Terveystalo Plc, are available on the above-mentioned website on week
9, 2020. The proposals for decisions and the other above-mentioned documents are
also available at the General Meeting. The minutes of the Annual General Meeting
will be available on the above-mentioned website as of 16 April 2020 at the
latest.

C. Instructions for the participants in the Annual General Meeting

1. Right to participate and registration

Each shareholder who is on 23 March 2020 registered in the Company’s
shareholders’ register held by Euroclear Finland Ltd., 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 who
wants to participate in the General Meeting, shall register for the meeting no
later than on 30 March 2020 at 10:00 a.m. (Finnish time) by giving a prior
notice of participation, which shall be received by the Company no later than on
the above-mentioned time. 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-2020 ;

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 regular 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 or proxy representative and the personal identification
number of a proxy representative. The personal data is used only in connection
with the General Meeting and the processing of related registrations.

A shareholder, his/her authorized representative or proxy representative should,
where necessary, be able to prove at the General Meeting his/her identity and/or
right of representation.

1. 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 23 March 2020, would be entitled to be
registered in the shareholders’ register of the Company held by Euroclear
Finland Ltd. The right to participate in the General Meeting requires, in
addition, that the shareholder on the basis of such shares has been registered
into the temporary shareholders’ register held by Euroclear Finland Ltd. at the
latest by 30 March 2020 at 10:00 a.m. (Finnish time). As regards nominee
registered shares, this constitutes due registration for the General Meeting.

A holder of nominee-registered shares is advised to request without delay
necessary instructions regarding the registration in the temporary 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 has to register a holder of nominee
-registered shares who wishes to participate in the General Meeting into the
temporary shareholders’ register of the Company at the latest by the time stated
above.

1. 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 at different
securities 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 to Terveystalo Plc, AGM/Legal & Compliance,
Jaakonkatu 3, 00100 Helsinki, Finland before the last date for registration. The
original proxy document should be presented at the general meeting at the
latest, if required.

1. Other information

The information concerning the General Meeting required under the Companies Act
and the Securities Market Act is available at
https://www.terveystalo.com/en/investors/Corporate-governance/General-Meeting-of
-Shareholders/AGM-2020

Pursuant to Chapter 5, Section 25 of the 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. On the date of this notice the
Company holds a total of 730,000 of its own shares.

Changes in shareholding after the record date of the General Meeting do not
affect the right to participate in the General Meeting or the number of voting
rights held in the General Meeting.

In Helsinki, 13 February 2020
TERVEYSTALO PLC
The Board of Directors