Proposals of the Shareholders' Nomination Board of Terveystalo for the Annual General Meeting 2024

Terveystalo Plc Stock Exchange Release 28 November 2023 at 14:00 EET

The Shareholders' Nomination Board of Terveystalo has submitted to the Board of Directors its proposals for the Annual General Meeting 2024.

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 2025, that Kari Kauniskangas, Sofia Hasselberg, Ari Lehtoranta, Carola Lemne, Kristian Pullola, and Matts Rosenberg are re-elected as members of the Board and Teija Sarajärvi is elected as a new member of the Board.

Katri Viippola has announced that she is not available for re-election to the Board of Directors. 

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 curriculum vitae of the proposed new member of the Board, Teija Sarajärvi, is attached to this stock exchange release. 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 2024 that the following remuneration be paid to the members of the Board during the next term:

• Annual remuneration of the Chairman EUR 90,000
• Annual remuneration of the Vice-Chairman EUR 53,000
• Annual remuneration of the members EUR 42,300
• Annual remuneration of the Chairman of the Audit Committee EUR 53,000

Additionally, the following attendance fees shall be paid for each Board and Committee meeting: EUR 675 for members residing in Finland, EUR 1,400 for members residing elsewhere in Europe, and EUR 2,800 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 675. Travel expenses are proposed to be reimbursed in accordance with the company's travel 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 2024. Attendance fees are proposed to be paid in cash.

The Shareholder's Nomination Board that has prepared proposals for the Annual General Meeting 2024 consists of Chairman, Risto Murto, Varma Mutual Pension Insurance Company, and members Tomas von Rettig, Rettig Group Oy Ab, Timo Ritakallio, Pohjola Vakuutus Oy, Peter Therman, Hartwall Capital, 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.

Attachment: CV Teija Sarajärvi

Terveystalo Plc
Communications

For more information, please contact:

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

Kati Kaksonen, VP, Communications, Investor Relations, and Sustainability
Tel. +358 10 345 2034
[email protected]

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