2007-05-28 11:30:00 CEST

2007-05-28 11:30:00 CEST


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Finnish English
Suomen Terveystalo Oyj - Decisions of general meeting

DECISIONS OF SUOMEN TERVEYSTALO OYJ'S ANNUAL GENERAL MEETING


SUOMEN TERVEYSTALO OYJ 		STOCK EXCHANGE RELEASE
28 May, 2007 at 12.30 pm



DECISIONS OF SUOMEN TERVEYSTALO OYJ'S ANNUAL GENERAL MEETING 

Suomen Terveystalo Oyj's Annual General Meeting was held on Monday, 28 May
2007, in Helsinki. The Annual General Meeting confirmed the financial
statements and the consolidated financial report for the year 2006, and granted
the discharge from liability for the Board of Directors and the Managing
Director for 2006. 

No dividends will be paid

The Annual General Meeting approved the proposal made by the Board on the
distribution of profit, according to which no dividends will be paid and the
loss for the fiscal year 2006 will be transferred into the profit/loss account. 

Board composition and remuneration

In accordance with the proposal made by the Board, the number of Board members
was confirmed as seven (7), and investor Ari Ahola, M.D. Pentti Kuronen,
Lic.Med and university lecturer Pentti Parkkinen, M.D. Pekka Roto and M.Sc.
Petteri Walldén were re-elected as Board members. As proposed by the Board,
M.D. Kari Puro and M.Sc. Kaija Pöysti were elected as new Board members. More
detailed Board member information can be accessed online at
www.terveystalo.com. The term of office of the Board will end at the conclusion
of the next Annual General Meeting. At a Board meeting held immediately after
the Annual General Meeting, the Board re-appointed Mr. Pentti Parkkinen as
Chairman and Mr. Ari Ahola as Deputy Chairman. 

The term of office remuneration for the Chairman of the Board was set at EUR
30,000.00, and the term of office remuneration for Board members was set at EUR
12,000.00. In addition, a decision was made to pay the Chairman of the Board
and Board members for each Board or Board committee meeting. The Chairman will
be paid EUR 800.00 per meeting, whereas Board members will receive EUR 600.00
per meeting. 

Auditor

According to the proposal made by the Board, the company's current auditor,
Authorized Public Accounting Firm PricewaterhouseCoopers, was re-appointed
until further notice. 

Modifications to the Articles of Association
According to the proposal by the Board, the Annual General Meeting decided on
modifying Suomen Terveystalo Oyj's Articles of Association, as follows: 

- Clause 3, dealing with minimum and maximum equity and number of shares, was
removed 

- Clause 6, dealing with company representation was modified to correspond with
Company Act terminology: the company is represented by the Chairman of the
Board and the Managing Director, acting alone, or by two Board members
together. The Board may grant appointed persons the right to represent the
company so that they represent the company as a pair, or acting alone with a
Board member. 

- Clause 11, dealing with the agenda of the Annual General Meeting, was
modified to correspond to the Company Act: the Annual General Meeting must
present the financial report, including the income statement, balance sheet,
cash flow statement and notes to the accounts, the consolidated financial
report and the auditing report. The Annual General Meeting must decide on the
confirmation of the financial report and the consolidated financial report; how
to use the profit indicated by the balance sheet; discharge from liability for
the Board members and the Managing Director; the number and remuneration of the
Board members; the remuneration of the members of the Board of Directors and
auditors and the grounds for remuneration of expenses. The Annual General
Meeting must elect Board members and, if necessary, auditors, and address the
other issues stated in the meeting notice. 

- Clause 12, dealing with the balancing date, was removed.

The numbering of the provisions in the Articles of Association was changed
according to the above mentioned modifications. The full Articles of
Association can be accessed online at www.terveystalo.com 

Authorizing the Board to decide on share issues and on granting special rights
with an entitlement to shares 

The Annual General Meeting authorized the Board to decide on the issuance of a
maximum of 15,000,000 new shares and transferring a maximum of 3,000,000 of the
company's own shares in one or several rounds, either against payment or free
of charge. 

New issues can be issued and own stocks can be transferred either to the
company's shareholders with relation to their share ownership, or, deviating
from the shareowners' right, with a targeted share issue, provided there is a
weighty financial reason from the company's viewpoint. Examples include
enabling corporate arrangements and acquisitions, capital maintenance,
personnel incentives or other reasons dealing with developing the company's
operations. The share subscription price can be paid in cash, by transferring
apport property or by using a subscriber-held claim in order to compensate for
the subscription price. 

The authorization also includes the right to grant options and other special
rights as defined in Chapter 10, Clause 1 of the Company Act, which entitles
bearers to receive company shares against payment either so that the
subscription price is paid in cash, by transferring apport property or by using
a subscriber-held claim in order to compensate for the subscription price. 

The authorization also includes the right to decide on a free of charge share
issue targeting the company itself. Shares issued to the company can amount to,
together with the number of shares obtained by the company by virtue of the
authorization or the number of earlier-obtained own shares or shares held by
the company's subsidiary communities or pledged shares, a maximum of 10% of all
the company's shares. 

The Board will decide on other issues dealing with share issues or the personnel
incentive system. 

The authorizations are valid until the Annual General Meeting to be held in
2009, effective from a decision made by the Annual General Meeting on 28 May
2007. This share issue authorization will not reverse the authorization
provided by the General Meeting on 21 June 2006. 

Authorizing the Board to decide on obtaining company shares

The Annual General Meeting granted the Board an authorization, as defined in
Chapter 15, Clause 5 of the Company Act, to decide on obtaining a maximum of
3,000,000 own shares. 

Otherwise than in relation to shareholder-owned shares, own shares are acquired
by using the company's unrestricted equity for the shares' market price at
acquisition on the Helsinki Stock Exchange. 

Own shares acquired for the company can be held by the company, declared null
and void or be further transferred. 

The authorization is valid for eighteen (18) months from the decision made by
the General Meeting on 28 May 2007. 

Reduction of share premium account and reserve fund

The Annual General Meeting approved the Board's proposal to reduce the
company's share premium account by EUR 31,211,419.45, according to the
company's balance sheet on 31 December 2006. The reduction will be transferred
into the unrestricted equity reserve. After the reduction, the amount of the
share premium account in the balance sheet of 31 December 2006 equals zero. 

The minutes of the Annual General Meeting can be accessed, two weeks after the
meeting, at Suomen Terveystalo headquarters at Runeberginkatu 5 B, 00100
Helsinki. By shareholder request, the company will deliver to the shareholders
a copy of the minutes. 

Helsinki, 28 May 2007


Suomen Terveystalo Oyj
Board of Directors


More information:
Suomen Terveystalo Oyj, CEO Martti Kiuru, tel. +358 9 2310 6100
Suomen Terveystalo Oyj, CFO Timo Leinonen, tel. +358 400 793 073


Suomen Terveystalo in brief: 
Suomen Terveystalo, which has 100 offices across Finland, is Finland's largest
comprehensive healthcare clinics and hospitals chain. The company offers
healthcare, occupational healthcare and medical treatment services to private
persons, corporations and communities. The company that was founded in 2001 has
strongly grown throughout its history. In 2006, the turnover was MEUR 88.9 and
operative profit MEUR 5.1. The company has about 1.750 practising doctors and
some 50 other health care professionals. At the end of March 2007 the company
employed 1,335 people. Suomen Terveystalo's share (SUT1V) is listed in the
Helsinki Stock Exchange. 
www.terveystalo.com


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