Terveystalo Oyj — Proxy Solicitation & Information Statement 2025

Mar 14, 2025

Notice to the Annual General Meeting of Terveystalo Plc

Notice to the Annual General Meeting of Terveystalo Plc

Terveystalo Plc, Notice to the Annual General Meeting, 14 March 2025 at 10:30
EET

Notice is given to the shareholders of Terveystalo Plc (the “Company”) to
participate in the Annual General Meeting to be held on Tuesday, 8 April 2025 at
3:00 p.m. (EEST) in Event centre Little Finlandia at the address Karamzininranta
4, 00100 Helsinki, Finland. The reception of participants and the distribution
of voting tickets will commence at the meeting venue at 2:30 p.m. (EEST).

Shareholders and their proxy representatives may also exercise their voting
rights by voting in advance. Instructions for advance voting are presented in
this notice under section C “Instructions for the participants in the Annual
General Meeting”.

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 the persons to scrutinise the minutes and to verify 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, the Auditor's Report and the Sustainability Reporting Assurance
   Report for the year 2024

Review by the CEO.

The Financial Statements, the Report of the Board of Directors, the Auditor's
Report and the Sustainability Reporting Assurance Report are available on the
Company's website at https://www.terveystalo.com/Annual-General-Meeting-2025.

1. Adoption of the Financial Statements

The Board of Directors proposes that the Annual General Meeting adopt the
Financial Statements for 2024.

1. Resolution on the use of the profit shown on the balance sheet and
   distribution of dividend

The parent company's distributable funds totalled EUR 558.9 (535.9) million, of
which EUR 61.0 (40.5) million is result for the financial year. The Board of
Directors proposes to the Annual General Meeting that a dividend of EUR 0.48
(0.30) per share be paid based on the balance sheet adopted for the financial
year ended 31 December 2024 (which corresponds to a total of approximately EUR
60.8 (38.0) million with the current number of shares in the Company).

The dividend would be paid in two instalments as follows:

· The first dividend instalment of EUR 0.24 per share would be paid to
shareholders who are entered in the shareholders' register of the Company
maintained by Euroclear Finland Oy on the record date of the first dividend
instalment 10 April 2025. The Board of Directors proposes that the first
dividend instalment would be paid on 17 April 2025.

· The second dividend instalment of EUR 0.24 per share would be paid to
shareholders who are entered in the shareholders' register of the Company
maintained by Euroclear Finland Oy on the record date of the second dividend
instalment 8 October 2025. The Board of Directors proposes that the second
dividend instalment would be paid on 15 October 2025. The Board of Directors
also proposes that the Annual General Meeting would authorise 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 Oy or
statutes applicable to the Finnish book-entry system change or otherwise so
require.

1. Resolution on the discharge of the members of the Board of Directors and the
   CEO from liability for the financial year 1 January 2024 - 31 December 2024

2. Handling of the Remuneration Report for governing bodies

The Board of Directors proposes that the Annual General Meeting approve the 2024
Remuneration Report for governing bodies. The Annual General Meeting's
resolution on the approval of the Remuneration Report is advisory.

The Remuneration Report for the Company's governing bodies is available on the
Company's website at https://www.terveystalo.com/Annual-General-Meeting-2025.

1. Handling of the amended Remuneration Policy for governing bodies

The Board of Directors proposes amendments to the Company's Remuneration Policy
for governing bodies, which was last approved at the Annual General Meeting held
on 26 March 2024, to be addressed by the Annual General Meeting. The
remuneration policy is amended, specifying that the remuneration elements of the
Board of Directors are examples. Secondly, the section describing the travel
expenses of Board of Directors' has been updated to cover other expenses
directly related to the work of a Board Member. The CEO's insurance coverage has
been specified to be examples and to cover various insurances. In addition, the
description of the CEO's short-term and long-term incentive earning
opportunities have been modified to include target level earnings, in addition
to the maximum level. The maximum level of the short-term incentive has also
been revised upwards. For long-term incentive, both the target and maximum
levels have been revised upwards. With these clarifications, the section
“Proportion of remuneration elements” has been removed. The purpose of the
amendments is to enable increasing the proportion of performance-based
remuneration and to clarify the policy in general.

The amended Remuneration Policy is available on the Company's website at
https://www.terveystalo.com/Annual-General-Meeting-2025. The Annual General
Meeting's resolution on the approval of the Remuneration Policy is advisory.

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 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 Shareholders' Nomination Board proposes the annual remuneration
of the Board of Directors 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.

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

All candidates have given their consent to the position and the Shareholders'
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. The
biographical details of the members of the Board of Directors proposed for re
-election can be found at the Company website:
https://www.terveystalo.com/en/company/investors/corporate-governance/board-of
-directors.

1. Resolution on the remuneration of the auditor

The Board of Directors proposes to the Annual General Meeting, based on the
recommendation of the Audit Committee, that the auditor's fee be paid against an
invoice approved by the Company.

1. Election of the auditor

The Board of Directors proposes to the Annual General Meeting, based on the
recommendation of the Audit Committee, 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 2026. KPMG Oy Ab has
announced that Henrik Holmbom, APA, would be acting as the principally
responsible auditor.

The proposal of the Board of Directors including the recommendation of the Audit
Committee is available on the Company's website at
https://www.terveystalo.com/Annual-General-Meeting-2025.

1. Resolution on the remuneration of the sustainability reporting assurance
   provider

The Board of Directors proposes to the Annual General Meeting, based on the
recommendation of the Audit Committee, that the sustainability reporting
assurance provider's fee be paid against an invoice approved by the Company.

1. Election of the sustainability reporting assurance provider

The Board of Directors proposes to the Annual General Meeting, based on the
recommendation of the Audit Committee, that KPMG Oy Ab, an authorised
sustainability audit firm, be elected as the sustainability reporting assurance
provider of the Company for the term of office ending at the end of the Annual
General Meeting 2026. KPMG Oy Ab has announced that Henrik Holmbom, APA and
Authorised Sustainability Auditor (ASA), would be acting as the principally
responsible sustainability reporting assurance provider.

1. Authorising 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 authorised 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 12,703,653 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 authorisation.

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 also be repurchased otherwise than in proportion to the
shareholdings of the existing shareholders (directed repurchase).

The authorisation is effective until the end of the next Annual General Meeting,
however no longer than until 30 June 2026.

1. Authorising 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 authorised 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 as follows.

The number of shares to be issued under the authorisation shall not exceed
12,703,653 shares, which corresponds to approximately 10 per cent of all shares
in the Company. The shares issued under the authorisation may be new shares or
treasury shares held by 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 2026.

1. Authorising the Board of Directors to resolve on donations for charitable
   purposes

The Board of Directors proposes to the Annual General Meeting that the Annual
General Meeting resolve to authorise the Board of Directors to decide on
donations in a total maximum of EUR 150,000 for charitable or corresponding
purposes and to authorise the Board of Directors to decide on the donation
recipients, purposes of use and other terms of the donations. The authorisation
is proposed to remain effective until the end of the Annual General Meeting 2026
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 above-mentioned proposals for resolutions on the matters on the agenda of
the Annual General Meeting, this notice and the Annual Report of the Company,
which includes the Company's Financial Statements, the Report of the Board of
Directors, the Auditor's Report and the Sustainability Reporting Assurance
Report , as well as the Remuneration Report and the amended Remuneration Policy
for the governing bodies are available on the Company's website at
https://www.terveystalo.com/Annual-General-Meeting-2025. The proposals for
resolutions and other above-mentioned documents are also available at the Annual
General Meeting. The minutes of the Annual General Meeting will be available on
the above-mentioned website on 22 April 2025 at the latest.

C. Instructions for the participants in the Annual General Meeting

1. Shareholder registered in the shareholders' register

Each shareholder, who on the record date of the Annual General Meeting, 27 March
2025, is entered in the Company's shareholders' register maintained by Euroclear
Finland Oy, has the right to participate in the Annual General Meeting. A
shareholder whose shares are registered on his/her personal Finnish book-entry
account or equity savings account is registered in the Company's shareholders'
register. A shareholder may also participate in the Annual General Meeting by
way of proxy representation or by voting in advance; the use of proxy
representatives is described below in section C.4 and advance voting is
described in section C.5.

1. Registration for the meeting

Registration for the meeting and advance voting will begin on 17 March 2025 at
10:00 a.m. (EET) and a shareholder who is registered in the Company's
shareholders' register and who wishes to participate in the Annual General
Meeting must register for the meeting and, if applicable, vote in advance no
later than by 1 April 2025 at 4:00 p.m. (EEST), by which time the registration
and possible advance votes must be received by the Company or Innovatics Oy.

Shareholders with a Finnish book-entry account may register from 10:00 a.m.
(EET) on 17 March 2025 until 4:00 p.m. (EEST) on 1 April 2025 by the following
manners:

a. through the Company's website at https://www.terveystalo.com/Annual-General
-Meeting-2025

Electronic registration through the website requires strong electronic
authentication of the shareholder or the shareholder's proxy representative or
legal representative with a Finnish, Swedish or Danish bank ID or mobile
certificate.

b. by email or regular mail

A shareholder may send a notice of attendance to Innovatics Oy by email
addressed to agm@innovatics.fi or by regular mail addressed to Innovatics Oy,
General Meeting/Terveystalo Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki,
Finland. A shareholder registering by mail or e-mail shall submit the
registration and advance voting form available on the Company's website at
https://www.terveystalo.com/yhtiokokous-2025 or equivalent information to
Innovatics Oy (information regarding advance voting is only required if the
shareholder intends to vote in advance).

In connection with the registration, a shareholder is required to provide the
requested information, such as his/her name, date of birth or business ID,
address, as well as telephone number and/or e-mail address as well as the name,
date of birth as well as telephone number and/or e-mail address of a possible
authorised proxy representative or legal representative and the name of a
possible assistant. The personal data given to the Company or Innovatics Oy will
be used only in connection with the Annual General Meeting and with the
processing of related registrations.

A shareholder, their possible authorised proxy representative or legal
representative must be able to prove their identity and/or right of
representation at the Annual General Meeting.

Further information on registration and advance voting is available by telephone
during the registration period for the Annual General Meeting by calling
Innovatics Oy at +358 10 2818 909 on weekdays from 9:00 a.m. to 12:00 noon and
from 1:00 p.m. to 4:00 p.m. (EET/EEST).

1. Holders of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the Annual
General Meeting by virtue of such shares, based on which he/she on the record
date of the Annual General Meeting, i.e., on 27 March 2025, would be entitled to
be registered in the shareholders' register of the Company maintained by
Euroclear Finland Oy. The right to participate in the Annual General Meeting
requires, in addition, that the shareholder on the basis of such shares has been
temporarily registered into the shareholders' register maintained by Euroclear
Finland Oy at the latest by 3 April 2025 by 10.00 a.m. (EEST). As regards
nominee-registered shares this constitutes registration for the Annual General
Meeting.

A holder of nominee-registered shares is advised to request without delay
necessary instructions regarding the temporary registration in the shareholders'
register of the Company, the issuing of proxy documents and voting instructions
as well as registration for the Annual General Meeting from his/her custodian
bank. The account management organisation of the custodian bank shall
temporarily register a holder of nominee-registered shares, who wants to
participate in the Annual General Meeting, into the shareholders' register of
the Company at the latest by the time stated above as well as, if necessary,
arrange advance voting on behalf of the holders of nominee registered shares
before the end of the registration period for nominee-registered shares.

1. Proxy representatives and powers of attorney

A shareholder may also participate and use their rights in the Annual General
Meeting through a proxy representative. A proxy representative shall provide a
dated proxy document or otherwise in a reliable manner demonstrate his/her right
to represent the shareholder.

A proxy representative may also choose to vote in advance in the manner
described in this notice. Proxy representatives registering electronically for
the Annual General Meeting must identify themselves personally through strong
electronic authentication, after which they can register on behalf of the
shareholder they represent. The same applies to voting in advance
electronically.

Should a shareholder participate in the Annual 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.

Natural persons may appoint a proxy representative in connection with the
electronic registration to the Annual General Meeting at the Company's website.
Otherwise, a proxy document must be used. A template proxy document is available
on the Company's website at https://www.terveystalo.com/yhtiokokous-2025.

Possible proxy authorisation documents are requested to be submitted preferably
as attachments in connection with electronic registration or alternatively by
email to agm@innovatics.fi or as original copies by mail to Innovatics Oy,
General Meeting/Terveystalo Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki,
Finland, so that the proxy authorisation documents are received before the end
of the registration and advance voting period.

In addition to delivering a proxy authorisation document, a shareholder or their
proxy representative must register for the Annual General Meeting in the manner
described in section C.2. Delivering a proxy authorisation document in the
manner described above will constitute due registration for the Annual General
Meeting if it contains the information required for the registration described
in section C.2.

Shareholders can also use suomi.fi electronic authorisation service instead of
traditional proxy document. In this case, the shareholder authorises the
nominated proxy representative in suomi.fi service (https://www.suomi.fi/e
-authorizations) by using the proxy form “Representation at the General
Meeting”. When registering, proxy representatives must authenticate themselves
by strong electronic authentication. Strong electronic authentication can be
conducted with online banking codes or a mobile certificate.

1. Advance voting

Shareholders with a Finnish book-entry account or equity savings account may
also vote in advance on certain agenda items of the Annual General Meeting
during the period between 17 March 2025 at 10:00 a.m. (EET) - 1 April 2025 at
4:00 p.m. (EEST).

Shareholders who have voted in advance and who wish to exercise their right to
ask questions, demand a vote at the Annual General Meeting or vote on a possible
counterproposal under the Finnish Companies Act must participate in the Annual
General Meeting at the meeting venue in person or by way of proxy
representation.

For holders of nominee-registered shares, advance voting is carried out via the
account manager. The account manager may cast advance votes on behalf of the
holders of nominee-registered shares in accordance with the voting instructions
provided by the holders of nominee-registered shares during the registration
period for the nominee-registered shares.

Advance voting can be done as follows:

a. electronically on the Company's website at
https://www.terveystalo.com/yhtiokokous-2025

Electronic voting in advance requires strong electronic authentication of the
shareholder or the shareholder's proxy representative or legal representative
with a Finnish, Swedish or Danish bank ID or mobile certificate.

b. by email or regular mail

A shareholder may submit the registration and advance voting form available on
the Company's website or corresponding information to Innovatics Oy by email
addressed to agm@innovatics.fi or by regular mail addressed to Innovatics Oy,
General Meeting/Terveystalo Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki,
Finland. A legal representative or authorised proxy representative of a
shareholder must in connection with delivering the registration and advance
voting form produce a dated proxy authorisation document or otherwise in a
reliable manner demonstrate his/her right to represent the shareholder at the
Annual General Meeting.

If a shareholder participates in the Annual General Meeting by submitting votes
in advance to Innovatics Oy before the deadline for registration and advance
voting, the submission constitutes due registration for the Annual General
Meeting, provided that it contains the information required for registration, as
mentioned above in section C.2.

A proposal subject to advance voting is deemed to have been presented without
amendments at the Annual General Meeting.

Instructions regarding the electronic advance voting are also available on the
Company's website at https://www.terveystalo.com/yhtiokokous-2025.

1. Other instructions/information

The language of the Annual General Meeting is Finnish, and the meeting will be
simultaneously translated into English. A shareholder who is present at the
Annual General Meeting has the right to request information with respect to the
matters to be considered at the Annual General Meeting in accordance with
Chapter 5 Section 25 of the Finnish Companies Act.

Information on the Annual General Meeting required by the Finnish Companies Act
and the Securities Markets Act is available on the Company's website at
https://www.terveystalo.com/yhtiokokous-2025.

On the date of this notice, the total number of shares in the Company and votes
represented by such shares is 127,036,531. On the date of this notice the
Company and its subsidiaries hold a total of 431,705 of the Company's own shares
that are not entitled to vote at the Annual General Meeting.

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

Coffee will be served at the meeting venue after the meeting.

In Helsinki, 14 March 2025

TERVEYSTALO PLC

The Board of Directors

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