Terveystalo Plc Stock Exchange Release
Notice is given to the shareholders of
The Board of Directors of the Company has resolved on the exceptional procedure for the meeting based on the temporary legislative act to limit the spread of the Covid-19 pandemic (677/2020) approved by the Finnish Parliament on
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
The Chair of the Meeting will be
3. Election of the person to confirm the minutes and to supervise the counting of votes
The person to confirm the minutes and to verify the counting of votes will be
4. Recording of the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
The shareholders who have voted in advance within the advance voting period and who have the right to participate in the meeting pursuant to Chapter 5 Sections 6 and 6a of the Finnish Limited Liability Companies Act will be recorded to have attended the meeting. The list of votes will be adopted according to the information provided by
6. Presentation of the Financial Statements, the Report of the Board of Directors and the Auditor's Report for the year 2020
As participation in the Annual General Meeting is possible only in advance, the Company's Annual Report 2020, which includes the Company's Financial Statements, the Report of the Board of Directors and the Auditor's Report, and which the Company will publish on week 7 and make available on the Company's website https://www.terveystalo.com/en/investors/Corporate-governance/General-Meeting-of-Shareholders/AGM-2021/, is deemed to have been presented to the Annual General Meeting. A video of the presentation of the financial statements is available on the Company's website https://www.terveystalo.com/en/investors/Corporate-governance/General-Meeting-of-Shareholders/AGM-2021/ at the latest on the day before the advance voting begins.
7. Adoption of the Financial Statements
The Board of Directors proposes that the Annual General Meeting adopt the Financial Statements.
8. Resolution on the use of the profit shown on the balance sheet and distribution of dividend and
authorizing the Board of Directors to decide on distribution of dividend
On
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
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 dividend would preliminarily be paid by the end of
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
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial period
10. Handling of the Remuneration Report for governing bodies
As participation in the Annual General Meeting is possible only in advance, the Remuneration Report 2020 for the members of the Board of Directors, the President and CEO and the deputy President and CEO of
11. Changing of the Remuneration Policy for governing bodies
The Board of Directors proposes that Terveystalo Remuneration Policy for Governing Bodies, as approved by the Annual General Meeting on
Amendment to the Remuneration Policy: The incentive opportunity of the President and CEO in the long-term incentives at maximum level performance in the long-term incentive plans payable during the same year may not exceed 220% of annual base salary (previously: 120% of annual base salary).
As participation in the Annual General Meeting is possible only in advance, the amended Remuneration Policy, which the Company will publish on week 7 and make available on the Company's website https://www.terveystalo.com/en/investors/Corporate-governance/General-Meeting-of-Shareholders/AGM-2021/, is deemed to have been presented to the Annual General Meeting. The Annual General Meeting's resolution on the Remuneration Policy is advisory.
12. 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:
In addition, the Nomination Board proposes the annual remuneration of the Board to be paid as a combination of the 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.
13. 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).
14. Election of the members of the Board of Directors
The Shareholders' Nomination Board proposes, for a term that ends at the end of the Annual General Meeting 2022 Dag Andersson,
Nomination Board recommends that
All candidates have given their consent to the position and the Nomination Board has assessed all candidates to be independent of the Company.
The curriculum vitae of the proposed new member of the Board,
15. 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.
16. Election of the auditor
In accordance with the Audit Committee's recommendation, the Board of Directors proposes that
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-2021/.
17. 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
18. 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
19. 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
20. 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 and this notice are available on
C. Instructions for the participants in the Annual General Meeting
In order to prevent the spread of the Covid-19 pandemic, the Meeting will be organized so that the shareholders and their proxies are not allowed to be present at the Meeting venue. Shareholders and their proxies cannot participate in the Meeting through real-time telecommunications or technical means either. The Company's shareholders and their proxies can participate in the Meeting and use shareholder rights only by voting in advance and by submitting counterproposals and asking questions in advance in accordance with the instructions presented below.
1. Shareholder registered in the shareholders' register
Each shareholder, who on the record date of the General Meeting,
2. Registration and advance voting
Registration for the meeting and advance voting will begin on
In connection with the registration, a shareholder is required to provide the requested information, such as his/her name, personal identification number, address and telephone number as well as the name and personal identification number of a possible proxy representative. The personal data given to
Shareholders with a Finnish book-entry account may register and vote in advance on certain matters on the agenda of the Annual General Meeting from
- through the Company's website at https://www.terveystalo.com/en/investors/Corporate-governance/General-Meeting-of-Shareholders/AGM-2021/
The Finnish personal identity code or business ID and book-entry account number of the shareholder is needed for the electronic voting in advance. When shareholders who are natural persons log into the service of
- by regular mail or email
A shareholder may send the advance voting form available on the Company's website or corresponding information to
Instructions relating to the advance voting may also be found on the Company's website https://www.terveystalo.com/en/investors/Corporate-governance/General-Meeting-of-Shareholders/AGM-2021/.
3. Proxy representatives and powers of attorney
A shareholder may participate in the Annual General Meeting through a proxy representative. Also the proxy representative of a shareholder may only participate by voting in advance in the manner instructed above.
A proxy representative shall provide a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. Should a shareholder participate in the 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.
A template for proxy document and voting instructions will be available on the Company's website https://www.terveystalo.com/en/investors/Corporate-governance/General-Meeting-of-Shareholders/AGM-2021/ at the latest on
Proxy documents should be delivered to
4. 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
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 registration for the Annual General Meeting from his/her custodian bank. The account management organization 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. In addition, the account management organization of the custodian bank shall arrange advance voting on behalf of the holders of nominee registered shares within the registration period for nominee-registered shares.
5. Other instructions/information
Shareholders who hold at least one hundredth of all the shares in the Company have a right to make a counterproposal on the agenda items, to be placed for a vote. Such counterproposals are required to be sent to the Company by email to agm@terveystalo.com no later than by
A shareholder has the right to ask questions referred to in Chapter 5, Section 25 of the Finnish Limited Liability Companies Act with respect to the matters to be considered at the meeting. Such questions must be sent by email to agm@terveystalo.com or by mail to
Information on the General Meeting required by the Finnish Limited Liability Companies Act and the Securities Markets Act is available on the Company's website at https://www.terveystalo.com/en/investors/Corporate-governance/General-Meeting-of-Shareholders/AGM-2021/.
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 Annual 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
The Board of Directors
Distribution:
Main news media
www.terveystalo.com
In 2020,
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