Terveystalo Oyj - Decisions of general meeting

Terveystalo Plc: Resolutions of Annual General Meeting

Terveystalo Plc, Stock Exchange Release 26 March 2024 at 17:00 p.m. EET

The Annual General Meeting of Terveystalo Plc was held today on 26 March 2024 in
Helsinki, Finland. The Annual General Meeting adopted the financial statements
for the financial year 2023 and discharged the members of the Board of Directors
and the CEO from liability. The Annual General Meeting approved the remuneration
report for governing bodies and decided to support the amended remuneration
policy for governing bodies, which was presented to the Annual General Meeting.

Use of the profit shown on the balance sheet and distribution of dividend

The Annual General Meeting decided, in accordance with the proposal of the Board
of Directors, that a total dividend of EUR 0.30 per share (which corresponds to
a total of approximately EUR 38 million with the current number of shares in the
Company) will be paid based on the balance sheet adopted for the financial year
ended 31 December 2023.

The dividend will be paid in two instalments as follows:

  · The first dividend instalment of EUR 0.15 per share will 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 28 March 2024. The first dividend instalment will be paid on 8 April
2024.

  · The second dividend instalment of EUR 0.15 per share will 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 9 October 2024. The second dividend instalment will be paid on 16
October 2024. The Annual General Meeting authorized 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.

Election and remuneration of the members of the Board of Directors

The number of members of the Board of Directors was confirmed to be seven (7).
Kari Kauniskangas, Sofia Hasselberg, Ari Lehtoranta, Carola Lemne, Kristian
Pullola and Matts Rosenberg were re-elected as members of the Board, and Teija
Sarajärvi was elected as a new member of the Board for a term that ends at the
end of the Annual General Meeting 2025.

The Annual General Meeting resolved that the members of the Board of Directors
shall be paid annual remuneration as follows: EUR 90,000 for the Chairman, EUR
53,000 for the Vice-Chairman, EUR 42,300 for the members and EUR 53,000 for the
Chairman of the Audit Committee.

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
reimbursed in accordance with the Company's travel policy.

The annual remuneration of the Board will 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 paid in cash.

Election and remuneration of the auditor

KPMG Oy Ab, a firm of authorized public accountants, was re-elected as the
Company's auditor for the term of office ending at the end of the Annual General
Meeting of the year 2025. KPMG Oy Ab has announced that Henrik Holmbom, APA,
will be acting as the principally responsible auditor. The auditor's fees will
be paid against an invoice approved by the Company.

Election and remuneration of the sustainability reporting assurance provider

KPMG Oy Ab, an authorized sustainability audit firm, was elected as the
sustainability reporting assurance provider of the Company for the term of
office ending at the end of the Annual General Meeting of the year 2025. KPMG Oy
Ab has announced that Henrik Holmbom, APA and Authorized Sustainability Auditor
(ASA), will be acting as the principally responsible sustainability reporting
assurance provider. The sustainability reporting assurance provider's fee will
be paid against an invoice approved by the Company.

Authorizing the Board of Directors to decide on the repurchase and/or on the
acceptance as pledge of the Company's own shares

 As proposed by the Board of Directors, the Annual General Meeting resolved to
authorize the Board of Directors 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 2025.

Authorizing the Board of Directors to decide on the issuance of shares and
special rights entitling to shares

As proposed by the Board of Directors, the Annual General Meeting resolved to
authorize the Board of Directors 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 2025.

Authorizing the Board of Directors to resolve on donations for charitable
purposes

As proposed by the Board of Directors, the Annual General Meeting resolved 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 will remain effective until the end of
the Annual General Meeting 2025 and in any event no longer than for a period of
18 months from the date of the resolution of the Annual General Meeting.

Minutes of the Annual General Meeting

The minutes of the Annual General Meeting will be available on the Company's
website as of 9 April 2024 at the latest.

Terveystalo Plc

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

Terveystalo in brief

Terveystalo is the largest private healthcare service provider in Finland in
terms of revenue and network. Terveystalo is also a leading occupational health
provider in the Nordic region. We offer a wide variety of primary health care,
specialized care, and well-being services for corporate and private customers
and the public sector. Terveystalo's s digital services are available 24/7,
regardless of time and place. Health and well-being services are also provided
by over 377 clinics across Finland. In Sweden, we offer occupational health
services at 152 clinics. Terveystalo is listed on the Helsinki Stock Exchange.

In 2023, Terveystalo had approximately 1.2 million individual customers in
Finland and the number of customer appointments was approximately 7.6 million.
Terveystalo employs over 15,500 healthcare and well-being professionals.
www.terveystalo.com