Terveystalo Oyj — Proxy Solicitation & Information Statement 2024

Dec 13, 2024

Proposals of the Shareholders' Nomination Board of Terveystalo for the Annual General Meeting 2025

Proposals of the Shareholders' Nomination Board of Terveystalo for the Annual General Meeting 2025

Terveystalo Plc Stock Exchange Release 13 December 2024 at 10:15 EET

The Shareholders' Nomination Board of Terveystalo has submitted to the Board of
Directors its proposals for the Annual General Meeting 2025.

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
the number of members of the Board of Directors shall be seven (7).

The Shareholders' Nomination Board proposes, for a term that ends at the end of
the Annual General Meeting 2026, that Kari Kauniskangas, Sofia Hasselberg, Ari
Lehtoranta, Carola Lemne, Kristian Pullola, Matts Rosenberg and Teija Sarajärvi
are re-elected as members of the Board.

The Nomination Board recommends that Kari Kauniskangas be re-elected as the
Chairman of the Board and that Matts Rosenberg be re-elected as the Board's Vice
Chairman.

All candidates have given their consent to the position and the Nomination Board
has assessed all candidates to be independent of the company. Kari Kauniskangas,
Sofia Hasselberg, Ari Lehtoranta, Carola Lemne, Kristian Pullola, and Teija
Sarajärvi are also independent of major shareholders. Matts Rosenberg is not
considered to be independent of major shareholders due to his main occupation as
the CEO of Rettig Group.

The biographical details of the Board members proposed for re-election can be
found at the company
website: https://www.terveystalo.com/en/company/investors/corporate
-governance/board-of-directors

Proposal concerning the remuneration of the members

The Shareholders' Nomination Board proposes to the Annual General Meeting 2025
that the following remuneration be paid to the members of the Board during the
next term:

· Annual remuneration of the Chairman EUR 91,800
· Annual remuneration of the Vice-Chairman EUR 54,000
· Annual remuneration of the members EUR 43,100
· Annual remuneration of the Chairman of the Audit Committee EUR 54,000

Additionally, the following attendance fees shall be paid for each Board and
Committee meeting: EUR 685 for members residing in Finland, EUR 1,425 for
members residing elsewhere in Europe, and EUR 2,850 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 685. Travel expenses and other
costs directly related to Board work are proposed to be reimbursed in accordance
with the company's policy.

In addition, the Nomination Board proposes the annual remuneration of the Board
to be paid as a combination of company 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 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 2025. Attendance fees are proposed to be
paid in cash.

The Shareholder's Nomination Board that has prepared proposals for the Annual
General Meeting 2025 consists of Chairman, Risto Murto, Varma Mutual Pension
Insurance Company, and members Tomas von Rettig, Rettig Investment AB, Timo
Ritakallio, Pohjola Insurance Ltd. and OP Life Assurance Company Ltd. and Kari
Kauniskangas, 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
Communications

For more information, please contact:

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

Kati Kaksonen, VP, Investor Relations, and Sustainability
Tel. +358 10 345 2034
Kati.kaksonen@terveystalo.com

Distribution:
Nasdaq Helsinki Ltd
Principal media
www.terveystalo.com

Terveystalo in brief

Terveystalo is the largest private healthcare 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 s digital services are available 24/7,
regardless of time and place. Health and well-being services are also provided
by over 377 clinics across Finland. In Sweden, we offer occupational health
services at 152 clinics. Terveystalo is listed on the Helsinki Stock Exchange.

In 2023, Terveystalo had approximately 1.2 million individual customers in
Finland and the number of customer appointments was approximately 7.6 million.
Terveystalo employs over 15,500 healthcare and well-being professionals.
www.terveystalo.com