Notice of Extraordinary General Meeting of Terveystalo Plc
Notice is given to the shareholders of Terveystalo Plc (the "Company") to an
Extraordinary General Meeting to be held on 30 June 2026 at 2:30 p.m. (EEST)
without a meeting venue as a real-time virtual meeting in accordance with
Article 7 of the Articles of Association of the Company and Chapter 5,
Section 16, Subsection 3 of the Finnish Companies Act. Instructions for
participation are presented in this notice under section C "Instructions for the
participants in the Extraordinary General Meeting".
A. Matters on the agenda of the Extraordinary General Meeting
At the Extraordinary General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and to supervise the counting
of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Authorising the Board of Directors to resolve on the issuance of shares in
connection with the Company's proposed acquisition of Silmäasema Oy
1. Introduction
The Company announced on 8 June 2026 that the Company and its subsidiary,
Terveystalo Healthcare Oy, have signed a share purchase agreement (the "Share
Purchase Agreement") to acquire Silmäasema Oy (the "Transaction") from its
current shareholders (the "Sellers"). The Transaction is expected to create
substantial value through estimated annual pre-tax run-rate synergies of
approximately EUR 11-15 million. Reference is made to the public announcement on
the Transaction on 8 June 2026 for further information about the rationale,
details, and terms of the Transaction.
Pursuant to the Share Purchase Agreement, the consideration to be paid by the
Company to the Sellers upon completion of the Transaction would consist of a
combination of an initial cash payment of EUR 275 million (the "Cash
Consideration") and 36,500,000 new shares in the Company to be issued to the
Sellers (the "Share Consideration") as further described in the Transaction
announcement of 8 June 2026. The Cash Consideration is subject to certain
adjustments, but the number of shares issued as Share Consideration is not
subject to any adjustments.
The completion of the Transaction is currently expected to take place by the end
of 2026 or in the first quarter of 2027. The completion of the Transaction is
subject to the satisfaction or waiver of all conditions to completion under the
Share Purchase Agreement, including the approval of this resolution on the
proposed share issue authorisation and approval by the Finnish Competition and
Consumer Authority.
The Board of Directors of the Company has unanimously concluded that the
Transaction is in the best interests of the Company and all of its shareholders
and recommends that the Extraordinary General Meeting of the Company approve all
proposals by the Board of Directors included in this notice.
The Company's shareholders Rettig Investment AB, Varma Mutual Pension Insurance
Company, OP Cooperative, Hartwall Capital (HC Holding Oy Ab), Ilmarinen Mutual
Pension Insurance Company and Elo Mutual Pension Insurance Company, who in
aggregate hold approximately 59.3 per cent of all outstanding shares and votes
(excluding treasury shares) in the Company, have irrevocably undertaken, subject
to certain customary conditions, to attend the Extraordinary General Meeting and
vote in favour of the proposal of the Board of Directors of the Company for the
share issue authorisation in respect of all the shares in the Company held by
such shareholders on the record date of the Extraordinary General Meeting. The
resolution regarding the proposed share issue authorisation requires support by
shareholders holding at least a qualified majority (2/3) of both the votes cast
and of all shares represented at the meeting.
1.
2. Authorising the Board of Directors to resolve upon the directed issuance
of shares to the Sellers
In order to enable the issuance of the Share Consideration to the Sellers, the
Board of Directors of the Company proposes that the Extraordinary General
Meeting authorise the Board of Directors of the Company to resolve, on one or
several occasions, upon the issuance of up to 36,500,000 new shares in the
Company in deviation from the shareholders' pre-emptive rights (directed share
issue).
Assuming issuance of the maximum number of new shares under the authorisation,
the Sellers would, based on the number of shares in the Company at the date of
this notice, receive new shares representing up to approximately 22.4 per cent
of all issued shares, excluding treasury shares, in the Company following
completion of the Transaction.
The authorisation may only be used for the issuance of the Share Consideration
to the Sellers in connection with the completion of the Transaction in
accordance with the Share Purchase Agreement. The Board of Directors shall be
authorised to decide on all other terms relating to the issuance of new shares
in the Company pursuant to this authorisation, including the issuance of shares
against consideration in kind or set-off.
The authorisation is proposed to remain valid until 30 September 2027 and, if
granted, this authorisation will not revoke the authorisation to resolve upon
the issuance of shares and the issuance of special rights entitling to shares
granted to the Board of Directors by the Annual General Meeting held on 24 March
2026.
7. Closing of the meeting
B. Documents of the Extraordinary General Meeting
This notice, including the abovementioned proposals for resolutions on the
matters on the agenda of the Extraordinary General Meeting, along with other
required documents referred to in Chapter 5, Section 21 of the Finnish Companies
Act, is available and printable on the Company's website at
https://www.terveystalo.com/Extraordinary-General-Meeting-2026 as of 8 June
2026, at the latest. The proposals for resolutions and other abovementioned
documents will also be made available at the Extraordinary General Meeting.
The meeting minutes of the Extraordinary General Meeting will be available on
the Company's website no later than on 14 July 2026.
C. Instructions for the participants in the Extraordinary General Meeting
1. Shareholder registered in the shareholders' register
Each shareholder, who on the record date of the Extraordinary General Meeting,
17 June 2026, is entered in the Company's shareholders' register maintained by
Euroclear Finland Oy, has the right to participate in the Extraordinary 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 Extraordinary
General Meeting by way of proxy representation. The use of proxy representatives
is described below in section C.4.
2. Registration for the meeting
Registration for the meeting will begin on 9 June 2026 at 10:00 a.m. (EEST) and
a shareholder who is registered in the Company's shareholders' register and who
wishes to participate in the Extraordinary General Meeting must register for the
meeting no later than by 23 June 2026 at 4:00 p.m. (EEST), by which time the
registration must be received by the Company or Innovatics Oy.
Shareholders with a Finnish book-entry account may register from 10:00 a.m.
(EEST) on 9 June 2026 until 4:00 p.m. (EEST) on 23 June 2026 by the following
manners:
a. through the Company's website at https://www.terveystalo.com/Extraordinary
-General-Meeting-2026
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 egm@innovatics.fi or by regular mail addressed to Innovatics Oy,
General Meeting/Terveystalo Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki,
Finland. A shareholder intending to register by mail or email shall submit the
registration form available on the Company's website at
https://www.terveystalo.com/Extraordinary-General-Meeting-2026 or equivalent
information to Innovatics Oy.
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 email address as well as the name,
date of birth as well as telephone number and/or email 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
only be used in connection with the Extraordinary 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 Extraordinary General Meeting.
Further information on registration is available by telephone during the
registration period for the Extraordinary 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. (EEST).
3. Holders of nominee-registered shares
A holder of nominee-registered shares has the right to participate in the
Extraordinary General Meeting by virtue of such shares, based on which he/she on
the record date of the Extraordinary General Meeting, i.e., on 17 June 2026,
would be entitled to be registered in the shareholders' register of the Company
maintained by Euroclear Finland Oy. The right to participate in the
Extraordinary 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 25 June 2026 by
10:00 a.m. (EEST). As regards nominee-registered shares, this constitutes
registration for the Extraordinary 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 Extraordinary 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 Extraordinary General Meeting, into the shareholders'
register of the Company at the latest by the time stated above.
A holder of nominee-registered shares who has registered for the Extraordinary
General Meeting may also participate in the meeting in real time using
telecommunication connection and technical means. In addition to the temporary
registration in the Company's shareholders' register, the real-time
participation in the meeting requires the submission of the shareholder's email
address and telephone number and, if necessary, a proxy document and other
documents necessary to prove the right of representation by regular mail to
Innovatics Oy, General Meeting/Terveystalo Oyj, Ratamestarinkatu 13 A, FI-00520
Helsinki, Finland or by email to egm@innovatics.fi before the end of the
registration period for the holders of nominee-registered shares, so that the
shareholders can be sent a participation link and password to participate in the
meeting.
4. Proxy representatives and powers of attorney
A shareholder may also participate and use their rights in the Extraordinary
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.
Proxy representatives registering electronically for the Extraordinary General
Meeting must identify themselves personally through strong electronic
authentication, after which they can register on behalf of the shareholder they
represent.
Should a shareholder participate in the Extraordinary 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 Extraordinary 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/Extraordinary
-General-Meeting-2026.
Possible proxy authorisation documents are requested to be submitted preferably
as attachments in connection with electronic registration or alternatively by
email to egm@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 period.
In addition to delivering a proxy authorisation document, a shareholder or their
proxy representative must register for the Extraordinary 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
Extraordinary 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 a
traditional proxy document. In this case, the shareholder authorises the
nominated proxy representative in the suomi.fi service
(https://www.suomi.fi/eauthorizations) 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.
5. Participation instructions
A shareholder who has the right to participate in the Extraordinary General
Meeting can participate in the meeting and use their rights in full and in real
-time during the meeting via remote connection.
The remote connection to the Extraordinary General Meeting will be provided
through Inderes Plc's virtual general meeting service on the Videosync platform,
which includes a video and audio connection to the Extraordinary General
Meeting. Participating in the virtual Extraordinary General Meeting does not
require paid software or downloads. In addition to an internet connection,
participation requires a computer, smartphone or tablet with speakers or
headphones for sound reproduction and a microphone if you wish to speak. One of
the following browsers is recommended for participation: Chrome, Firefox, Edge,
Safari, or Opera. It is advisable to log in to the meeting system well in
advance of the meeting.
The participation link and password for remote participation will be sent by
email and/or text message to the email address and/or mobile phone number
provided during registration to all those registered for the Extraordinary
General Meeting no later than the day before the meeting.
For more information on the general meeting service, additional instructions for
proxies representing more than one shareholder, contact details of the service
provider and instructions in case of possible disruptions can be found
here: https://vagm.fi/support. The link to test the compatibility of your
computer, smartphone or tablet and the network connection can be found at
https://b2b.inderes.com/knowledge-base/compatibility-testing. It is recommended
that you familiarise yourself with the more detailed participation instructions
before the start of the Extraordinary General Meeting.
6. Other instructions/information
The language of the Extraordinary General Meeting is Finnish, and the meeting
will be simultaneously translated into English.
A shareholder present at the Extraordinary General Meeting has the right to ask
questions pursuant to Chapter 5, Section 25 of the Finnish Companies Act with
respect to the matters to be considered at the Extraordinary General Meeting.
Information on the Extraordinary 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/Extraordinary-General-Meeting-2026.
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 227,067 of the Company's own shares
that are not entitled to vote at the Extraordinary General Meeting.
Changes in shareholding after the record date of the Extraordinary General
Meeting do not affect the right to participate in the Extraordinary General
Meeting or the number of voting rights held by a shareholder in the
Extraordinary General Meeting.
In Helsinki, 8 June 2026
TERVEYSTALO PLC
The Board of Directors