Annual General Meeting 2022

Registration for the meeting and advance voting will begin on 25 February 2022 after the deadline for making counterproposals to be placed for a vote has ended. A shareholder who is registered in the Company’s shareholders’ register and who wishes to participate in the Annual General Meeting by voting in advance, must register for the meeting and vote in advance no later than by 31 March 2022 at 4.00 p.m. (EET) by which time the registration and votes must be received.

In connection with the registration, a shareholder is required to provide the requested information, such as name, personal identification number or business ID, address, and telephone number as well as the name and personal identification number of a possible proxy representative. The personal data given to Terveystalo Plc and Euroclear Finland Ltd will be used only in connection with the General Meeting and with the processing of related registrations necessary.

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 9.00 a.m. (EET) on 25 February 2022 until 4.00 p.m. (EET) on 31 March 2022 by the following manners:

 a) through this  website  

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 Euroclear Finland Ltd through the Company's website, they are directed to the strong electronic authentication. Strong electronic authentication can be conducted with online banking codes or a mobile certificate.

For shareholders that are legal persons, no strong electronic authentication is required. However, shareholders that are legal persons must provide a book-entry number and other required information. If the shareholders that are legal persons use suomi.fi electronic authorization, registration requires strong electronic identification, that can be conducted with online banking codes or a mobile certificate, from the authorized representative.

b) by regular mail or email 

A shareholder may send the advance voting form available on the Company’s website or corresponding information to Euroclear Finland Ltd by regular mail to Euroclear Finland Oy, Yhtiökokous/Terveystalo Oyj, P.O. Box 1110, FI-00101 Helsinki or by email at yhtiokokous@euroclear.eu. If a shareholder participates in the meeting by sending the votes in advance by regular mail or by email to Euroclear Finland Ltd, the delivery of the votes before ending of the registration period and the advance voting shall constitute registration for the Annual General Meeting, if the above-mentioned information required for the registration is delivered at the same time and the documents are received at the latest by 31 March 2022 at 4.00 p.m. (EET).

Instructions relating to the advance voting may also be found on this website.

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 28 March 2022, would be entitled to be registered in the shareholders’ register of the Company maintained by Euroclear Finland Ltd. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register maintained by Euroclear Finland Ltd at the latest by 4 April 2022 by 10.00 a.m. (EET). 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 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.

A shareholder may also participate and use their rights in the Annual General Meeting through a proxy representative. Also, the proxy representative of a shareholder may only participate in the meeting by voting in advance on behalf of the shareholder 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 this website at the latest on 25 February 2022, when the period for making counterproposals to be placed for a vote has ended.

Any proxy documents are asked to be delivered to Euroclear Finland Ltd by regular mail to Euroclear Finland Oy, Yhtiökokous/Terveystalo Oyj, P.O. Box 1110, FI-00101 Helsinki or by email to yhtiokokous@euroclear.eu before the last date for registration, by which time the proxy documents must be received.

Shareholders that are legal persons can also use suomi.fi electronic authorization service instead of traditional proxy document. In this case, the company authorizes the nominated proxy representative in suomi.fi service (https://www.suomi.fi/e-authorizations) by using the proxy form "Representation at the General Meeting". The electronic proxy will automatically be verified by Euroclear Finland Ltd.'s General Meeting service. 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.

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 24 February 2022 at 12.00 p.m. (EET). In connection with making a counterproposal, shareholders are required to provide adequate evidence of their shareholding. The counterproposal will be placed for a vote subject to the shareholder having the right to participate in the Annual General Meeting and that the shareholder holds at least one hundredth of all shares in the Company on the record date of the Annual General Meeting. Should a counterproposal not be placed for a vote at the meeting, advance votes in favour of the proposal will not be taken into account. The Company will publish the counterproposals, if any, on this website by 25 February 2022 at the latest.

A shareholder has the right to ask questions referred to in Chapter 5, Section 25 of the Finnish 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 Terveystalo Oyj, Yhtiökokous/Lakiasiat & Compliance, Jaakonkatu 3 A, 6th floor, FI-00100 Helsinki, Finland no later than 24 March 2022 at 4.00 p.m. (EET). Such questions from shareholders, the Company’s management’s answers to them, and any counterproposals that have not been placed for a vote are available on this website on 29 March 2022 at the latest. In connection with asking questions and making counterproposals, shareholders are required to provide adequate evidence of their shareholding.

Information on the General Meeting required by the Finnish Companies Act and the Securities Markets Act is available on this website.

On the date of the notice, the total number of shares in the Company and votes represented by such shares is 128,036,531. On the date of the notice the Company and its subsidiaries hold a total of 1,730,000 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.