Terveystalo Oyj - Other information disclosed according to the rules of the Exchange

Proposals of Terveystalo's Board of Directors to the Annual General Meeting 2025

Terveystalo Plc Stock Exchange Release 14 February 2025 at 9:02 EET

Terveystalo Plc's Board of Directors has decided to propose to the Annual
General Meeting to be held on 8 April 2025 that a total dividend of EUR 0.48 per
share be paid for 2024. The Board of Directors proposes that the dividend is
paid in two instalments. The Board further proposes the adoption of the
Financial Statements, approval of the Remuneration Report for governing bodies
and the amended Remuneration Policy for governing bodies, authorizing the Board
to decide on the repurchase and/or on the acceptance as pledge of the Company's
own shares, on the issuance of shares and the issuance of special rights
entitling to shares and authorizing the Board to decide on charitable donations.
The Board proposes that KPMG Oy Ab be elected as the Company's auditor and
sustainability reporting assurance provider.

The Annual General Meeting of Terveystalo Plc will be held on Tuesday, 8 April
2025, starting at 3:00 p.m. EEST. The Company's shareholders and their proxy
representatives may also participate in the Annual General Meeting by voting in
advance in a manner specified in the notice to the Annual General Meeting. The
notice to the Annual General Meeting is expected to be published on 14 March
2025 as a stock exchange release and on the Company's website.

In addition to the matters specified for the agenda of the Annual General
Meeting in section 11 of the Company's Articles of Association, the below
proposals by the Board of Directors will be handled by the Annual General
Meeting. The proposals of the Shareholders' Nomination Board to the Annual
General Meeting have been published by a separate stock exchange release on 13
December 2024.

Adoption of the Financial Statements

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

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

The parent company's distributable funds totaled 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 total dividend of EUR
0.48 per share (which corresponds to a total of approximately EUR 60.8 (38.0)
million with the current number of shares in the Company) be paid based on the
balance sheet adopted for the financial year ended 31 December 2024.

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 authorize 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.

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.

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.

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.

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 authorized
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 Audit Committee confirms that its recommendation is free from influence by a
third party and that no clause of the kind referred to in paragraph 6 of Article
16 of the EU Audit Regulation (No. 537/2014), which would restrict the Annual
General Meeting's choice regarding the election of the auditor, has been imposed
upon the Audit Committee.

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.

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 authorized
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
Authorized Sustainability Auditor (ASA), would be acting as the principally
responsible sustainability reporting assurance provider.

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 12,703,653 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 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 also 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 30 June 2026.

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

Authorizing 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 authorize the Board of Directors to decide on
donations in a total maximum of EUR 150,000 for charitable or corresponding
purposes and to authorize the Board of Directors to decide on the donation
recipients, purposes of use and other terms of the donations. The authorization
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.

Available documents

The Board's proposals will be added to the notice of the Annual General Meeting.
The Financial Statements and the Remuneration Policy and Report will be
published as a stock exchange release and will be available to shareholders on
the Company's website on or about 14 March 2025.

Terveystalo Plc
The Board of Directors

Distribution
Nasdaq Helsinki Oy
Main news media
www.terveystalo.com

Terveystalo in brief

Terveystalo is the largest private healthcare service provider in Finland in
terms of revenue and one of the leading occupational health providers in Finland
and Sweden. We aim to create fluent, caring, and effective healthcare of the
future. We offer comprehensive primary care, specialized care, and well-being
services for corporates, private individuals, and public sector customers. Our
digital services are accessible 24/7. We also offer our services in
approximately 360 clinics, including 18 hospitals in Finland. In Sweden we offer
occupational health services in approximately 140 units. Terveystalo is listed
on the Helsinki Stock Exchange.

In 2024, Terveystalo served approximately 1.2 million individual customers in
Finland, with around 7.6 million customer appointments. Terveystalo employs
approximately 15,000 healthcare and other professionals. www.terveystalo.com