Suomen Terveystalo Oyj - Company Announcement

TERVEYSTALO'S BOARD OF DIRECTORS HAS DECIDED UPON A RIGHTS ISSUE

SUOMEN TERVEYSTALO OYJ		STOCK EXCHANGE RELEASE
September 15, 2008 at 9 a.m. 


TERVEYSTALO'S BOARD OF DIRECTORS HAS DECIDED UPON A RIGHTS ISSUE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES. 

The Board of Directors' decision upon the rights issue

Today, Suomen Terveystalo Oyj's ("Terveystalo", "Company") Board of Directors
has, pursuant to the authorization granted by the Extraordinary General Meeting
on September 1, 2008, decided upon a rights issue of approximately EUR 30.0
million (“Offering”). 

Terveystalo will offer a maximum of 27,256,665 new shares in accordance with
shareholders' pre-emptive subscription right. The shares to be issued in the
Offering correspond to a maximum of 40 percent of the number of all  shares of
Terveystalo and the votes carried by the shares before the Offering. 

The share subscription period will commence on September 24, 2008 at 9:30 a.m.
and expire on October 8, 2008 at 4:30 p.m. The subscription price will be EUR
1.10 per share. 

Each Terveystalo's shareholder will automatically obtain one (1) subscription
right in the form of a book-entry security for each one (1) share owned on the
record date of September 18, 2008, and will have the right to subscribe for two
(2) new shares with five (5) subscription rights. In addition, the Company's
shareholder who, on the record date, is registered in the Company's
shareholders' register and who has fully exercised his/her primary subscription
right, will be entitled, on the basis of the secondary subscription price,  to
subscribe for shares that have not been subscribed for on the basis of the
primary subscription right. The subscription rights will be subject to public
trading on the OMX Nordic Exchange Helsinki Oy (“Helsinki Stock Exchange” from
September 24 to October 1, 2008. Pohjola Corporate Finance Ltd. will act as the
Lead Manager of the Offering. 

Terveystalo has quickly grown into the largest company providing healthcare
services in Finland. Following its strong growth, which has to a significant
extent been implemented through business acquisitions, the Company emphasizes
in its new strategy strengthening its market position through profitable growth
and the fulfillment of group synergies. 

The Company will use at least 50 percent of the proceeds from the Offering to
additional repayments of existing long-term debt. The remainder of the proceeds
will be used in accordance with the strategy for organic growth, growth
implemented through business acquisitions and improving profitability. The
regional focus areas of the strategy are the Helsinki region and other growth
centers. 

Subscription undertakings and underwriting undertakings

The Company's largest shareholders, i.e. Ilmarinen Mutual Pension Insurance
Company and Varma Mutual Pension Insurance Company, have given subscription
undertakings, according to which they will subscribe for shares in the Offering
as follows: Ilmarinen Mutual Pension Insurance Company 2,674,369 shares and
Varma Mutual Pension Insurance Company 2,312,584 shares (a total of 4,986,953
shares for the aforementioned parties). 

In addition, the Company's shareholders, Ilmarinen Mutual Pension Insurance
Company and Varma Mutual Pension Insurance Company, have provided the Company
with an underwriting undertaking, according to which the aforementioned parties
will, subject to certain conditions, subscribe for shares not subscribed for in
the Offering on the basis of the primary subscription right and the secondary
subscription right. Ilmarinen Mutual Pension Insurance Company has given an
underwriting undertaking for 3,995,475 shares and Varma Mutual Pension
Insurance Company for 5,261,722 Shares,  provided, however, that the
shareholding of either of the parties in Terveystalo shall not exceed 14
percent. The Company's Board of Directors may decide to direct any shares not
subscribed for on the basis of the primary subscription right and the secondary
subscription right to the aforementioned underwriters for subscription. 

The fulfillment of the subscription underwritings and underwriting undertakings
is subject to certain customary terms and conditions, including the condition
that no material adverse change has occurred in the Company's financial
position. The subscription undertakings and underwriting undertakings 
represent approximately 52.3 percent of the total Offering. The subscription
undertaking and underwriting undertaking provided by Ilmarinen Mutual Pension
Insurance Company represent approximately 24.5 percent of the maximum number of
shares offered in the Offering. The subscription undertaking and underwriting
undertaking provided by Varma Mutual Pension Insurance Company represent
approximately 27.8 percent of the maximum number of shares offered in the
Offering. 

The Securities Note and a summary regarding the Offering has been submitted to
the Finnish Financial Supervision Authority for approval and will be published
after the approval at latest on September 22, 2008. 

Changes to the terms and conditions of stock options

In order to ensure equal treatment of stock option holders and shareholders,
Terveystalo's Board of Directors has decided today upon amendments to the terms
and conditions of stock options due to the Offering. 
The number of stock options was changed in such a manner that each option
2008A, 2008B and 2008C entitles to subscribe for 1.40 shares. The subscription
price of a share to be subscribed for on the basis of a stock option is based
on the prevailing market price of the Company's share on the Helsinki Stock
Exchange in January-March 2008, 2009 and 2010. However, the subscription price
of a share to be subscribed for based on a stock option 2008A will be at least
EUR 1.8571. 

In the share subscription, the total number of shares subscribed for by stock
option holders will be rounded downwards into full shares. The total
subscription price is calculated using the rounded number of shares and rounded
off to the closest cent. 
The aforementioned changes to the option terms will enter into force when they
have been registered with the Trade Register, which is estimated to take place
on October 15, 2008, provided that the Offering is completed as planned. 


Helsinki September 15, 2008


SUOMEN TERVEYSTALO OYJ
Board of Directors

The information contained herein is not for release, publication or
distribution, directly or indirectly, in or into Australia, Canada, Japan or
the United States. This release does not constitute an offer to sell
subscription rights or shares in Australia, Japan, Canada or the United States.
The shares referred to in the release may only be offered or sold in the United
States pursuant to an exemption from registration requirements as provided for
in the U.S. Securities Act of 1933, or in a transaction not subject to U.S.
Securities Act of 1933 or any applicable laws of the states of the United
States. There is no intention to register this offering or any portion of it in
the United States or to conduct a public offering of the shares in the United
States. 

This release does not constitute a direct or indirect offer to sell or acquire
securities, nor shall there be any sale of the shares in any jurisdiction in
which such offer or sale would be unlawful prior to registration of the shares,
exemption from registration requirement or other qualification under the
securities laws of any such jurisdiction. 

This release does not constitute an offer of securities to the public in the
United Kingdom. No offering circular has been or will be registered in the
United Kingdom in respect of the securities, and consequently, the offering is
directed only to persons who (i) are outside the United Kingdom or (ii) are
persons falling within Article 19(5) ("investment professionals") of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all
such persons together being referred to as "relevant persons"). This release or
any of its contents must not be acted on or relied on by persons who are not
relevant persons. 


APPENDIX: Terms and conditions of the Offering


ADDITIONAL INFORMATION:
Martti Kiuru, Managing Director, tel. +358 30 633 1629,
martti.kiuru@terveystalo.com 
Jukka Yli-Hankala, Chief Financial Officer, tel. +358 30 633 1743,
jukka.yli-hankala@terveystalo.com 
The release is available for reading at http://www.terveystalo.com.

Terveystalo:
Terveystalo is the leading healthcare service company in Finland providing
healthcare, occupational healthcare, examination and medical services. The
Company has more than 100 units across Finland. Established in 2001,
Terveystalo has grown strongly throughout its history. The Company's share is
listed on the OMX Nordic Exchange Helsinki under the identifier SUT1V. 

DISTRIBUTION:
OMX Nordic Exchange Helsinki
Principal media



Appendix : 

TERMS AND CONDITIONS OF THE OFFERING

Suomen Terveystalo Oyj's Board of Directors has, on the basis of the
authorization granted by the extraordinary general meeting on September 1,
2008, decided unanimously upon issuing a maximum of 27,256,665 new shares
(“Share”) of the company (“Company”) through a share issue (“Offering”) based
on the shareholders' (“Shareholder”) pre-emptive subscription right in
accordance with the  terms and conditions of the Offering specified below. 

The Shares to be issued in the Offering correspond to a maximum of 40 percent
of the total number of the Company's shares and votes carried by them before
the Offering and a maximum of about 28.6 percent of the total number of the
Company's shares and votes carried by them after the Offering. 

On September 1, 2008, Terveystalo's Extraordinary General Meeting authorized
the Company's Board of Directors to decide upon a share issue. In accordance to
the authorization, the maximum number of new shares to be issued may be maximum
of 30,000,000 Shares. 

Subscription Right, Primary Subscription Right and Secondary Subscription Right

The Shares will be offered to the Company's Shareholders for subscription in
accordance with the share ownership on September 18, 2008. 

A Company's Shareholder who, on the Offering's record date of September 18,
2008 (“Record Date”), is registered in the Company's shareholders' register
maintained by the Finnish Central Securities Depository, will automatically
receive one (1) freely transferable subscription right in the form of a
book-entry security (ISIN code FI0009016067) for each one (1) share owned on
the Record Date (“Subscription Right”). 

The Company's Shareholder or the person or entity to whom the Subscription
Rights have been transferred will be entitled to subscribe for two (2) Shares
with five (5) Subscription Rights (“Primary Subscription Right”). Fractions of
Shares cannot be subscribed for. 

The Company's Shareholder who, on the Record Date, is registered in the
Company's shareholders' register and who has fully exercised his/her Primary
Subscription Right, will be entitled to subscribe for Shares that have not been
subscribed for on the basis of the Primary Subscription Right (“Secondary
Subscription Right”). The Secondary Subscription Right is not transferable. 

Subscription undertakings and underwriting undertakings

The company's largest Shareholders, i.e. Ilmarinen Mutual Pension Insurance
Company and Varma Mutual Pension Insurance Company, have given subscription
undertakings, according to which they will subscribe for Shares in the Offering
as follows: Ilmarinen Mutual Pension Insurance Company 2,674,369 Shares and
Varma Mutual Pension Insurance Company 2,312,584 Shares (a total of 4,986,953
Shares for the aforementioned parties). 

In addition,  Ilmarinen Mutual Pension Insurance Company and Varma Mutual
Pension Insurance Company, have provided the Company with an underwriting
undertaking, according to which the aforementioned parties will, subject to
certain conditions, subscribe for any Shares not subscribed for on the basis of
the Primary Subscription Right and the Secondary Subscription Right in the
Offering. Ilmarinen Mutual Pension Insurance Company has provided an
underwriting undertaking for 3,995,475 Shares and Varma Mutual Pension
Insurance Company for 5,261,722 Shares, provided, however, that the
shareholding of either of the parties in Terveystalo shall not exceed 14
percent. The Company's Board of Directors may decide to direct any Shares not
subscribed for on the basis of the Primary Subscription Right and the Secondary
Subscription Right to the aforementioned underwriters for subscription. 

The fulfillment of the subscription undertakings and underwriting undertakings
require that certain customary terms and conditions are fulfilled, including
the condition that no material adverse change has occurred in the Company's
financial position. The subscription undertakings and underwriting undertakings
provided represent approximately 52.3 percent of the total Offering. The
subscription undertaking and underwriting undertaking provided by Ilmarinen
Mutual Pension Insurance Company represents approximately 24.5 percent of the
maximum number of Shares offered in the Offering. The subscription undertaking
and underwriting undertaking provided by Varma Mutual Pension Insurance Company
represents approximately 27.8 percent of the maximum number of Shares offered
in the Offering. 

Subscription Price

The Subscription Price of the Shares in the Offering will be EUR 1.10 per
Share. EUR 0.01 of the Subscription Price will be recorded into share capital
and the remainder into invested unrestricted equity fund. The Share
Subscription Price has been determined in such a manner that it contains a
discount of approximately 21.4 percent in relation to the closing price on the
trading date preceding the decision on the share issue. 

Subscription Period

The Subscription Period begins on September 24, 2008 at 9:30 a.m. and ends on
October 8, 2008 at 4:30 p.m. 

Shares that have not been subscribed for on the basis of the Primary
Subscription Right and the Secondary Subscription and which the Company's Board
of Directors offers to the aforementioned underwriters for subscription are to
be subscribed for in accordance with the Board's instructions, however, on
October 13, 2008, at the latest. The Board of Directors can discontinue the
period before October 13, 2008. 

Subscription places

The subscription places are:
- The OP Pohjola Group's member banks and Helsinki OP Bank plc's offices during
their opening hours. 
- The OP 0100-0500 telephone service. Customers who make a subscription
commitment through the telephone services must have a personal online service
agreement with the OP Pohjola Group. The online service identifier must be used
for identification when making subscriptions through the telephone service. 

Subscriptions can also be received by account operators that have made a
subscription brokerage agreement with Pohjola Corporate Finance Ltd. Account
operators can set a deadline for subscriptions that precedes the expiration of
the Subscription Period. 

Making subscriptions and payment

Holders of Subscription Rights can participate in the Offering by subscribing
for Shares using the Subscription Rights in their book-entry account and paying
the Subscription Price. Five (5) Subscription Rights entitles its holder to
subscribe for two (2) Shares. Fractions of Shares cannot be subscribed for. In
order to make a subscription, holders of Subscription Rights must make a
subscription assignment according to the instructions of their account operator
or, if the account operator does not provide the subscription instructions,
they must be in contact with the subscription place for making a subscription.
The Shares' Subscription Price shall be paid in full in connection with the
subscription according to the instructions issued by the subscription place or
account operator. 

A Shareholder who uses the Secondary Subscription Right must notify the maximum
number of Shares subscribed for on the basis of the Secondary Subscription
Right in connection with the Primary Subscription. The Subscription Price of
the Shares subscribed on the basis of the Secondary Subscription Price shall be
paid in full in connection with the subscription according to the instructions
issued by the subscription place or account operator. 

Those Shareholders or other investors taking part in the Offering whose shares
or Subscription Rights are registered in the name of a nominee  must make the
subscription assignment according to the instructions issued by the nominee. 

A subscription made on the basis of the Primary Subscription Price and the
Secondary Subscription Price is binding and it can only be changed or cancelled
in accordance with the terms and conditions presented in Section “Cancellation
of subscriptions under special circumstances”. 

Subscription Rights that have not been exercised by the end of the Subscription
Period on October 8, 2008 will lapse without any value. 

Cancellation of subscriptions under certain circumstances

According to the Securities Markets Act, if a Prospectus related to a Offering
is supplemented after the Financial Supervision Authority has approved it (the
Registration Document and  Securities Note relating to shares together) and
before trading in interim shares starts because of a significant error or
omission in the Prospectus that may have material significance for investors,
investors who have subscribed for Shares before the supplement is published
shall have the right to cancel their subscription. Investors shall have the
right to cancel their subscription within two (2) banking days, or within a
longer period decided on by the Financial Supervision Authority for a special
reason but with a maximum of four (4) banking days, after the publication of
the supplement. The actions related to the cancellation of a subscription will
be announced through a stock exchange release when the Prospectus is
supplemented. 

Public trading in Subscription Rights

The Subscription Rights will be subject to public trading on the Helsinki Stock
Exchange between September 24, 2008 and October 1, 2008. 

Approval of subscriptions

The Company's Board of Directors will approve all subscriptions that have been
made on the basis of the Subscription Rights and in accordance with the terms
and conditions of the Offering and are in accordance with the laws and
regulations applicable to share subscriptions. 

If the Offering is oversubscribed on the basis of the Secondary Subscription
Right, the Company's Shareholders' subscriptions pursuant to the Secondary
Subscription Right will be approved up to the maximum amount of the
subscription in relation to their share ownership on the Record Date. If a
Shareholder does not obtain all of the Shares subscribed for on the basis of
Secondary Subscription Right, the Subscription Price of the Shares not received
will be returned to the bank account provided by the Shareholder in connection
with the subscription on or about October 15, 2008. No interest will be paid on
the returned funds. 

If there are unsubscribed Shares on the basis of the Primary Subscription Right
and the Secondary Subscription Right, and if the Board of Directors offers the
unsubscribed Shares to a party  decided by it for subscription, the Company's
Board will have full right to approve or reject these subscriptions. 

The Company will publish the final result of the Offering in a stock exchange
release on or about October 13, 2008. 

Entry of new shares into book-entry accounts

The Shares subscribed for in the Offering using the Subscription Rights will be
entered in book-entry accounts as interim shares after the  subscription has
been registered (ISIN code FI0009016059). The interim shares will correspond to
the new Shares. The interim shares will be combined with the Company's current
share class (ISIN code FI0009012413) on or about October 16, 2008. The Shares
subscribed for and approved on the basis of the Secondary Subscription Rights
and subscription undertakings will be entered in the subscribers' book-entry
accounts when the new Shares are registered with the Trade Register on or about
October 15, 2008. 

Shareholder rights

The new Shares will entitle to all dividends and other shareholders' rights in
the Company when the new Shares are registered in the Trade Register on or
about October 15, 2008. 

Stock Option holders

According to the terms and conditions of stock options approved by the
Company's Board of Directors on February 21, 2008, stock option holders shall
have the same or equal right with Shareholders, if the Company increases its
share capital on the basis of the Shareholders' pre-emptive subscription right
before the stock option holders have subscribed for shares. In order to ensure
equal treatment of stock option holders and Shareholders, the Company's Board
of Directors has, on September 15, 2008, decided to amend the subscription
ratio and the subscription price due to the Offering. In accordance with the
terms and conditions of the stock options, the share subscription prices and
the number of shares to be subscribed for pursuant to the stock options have
been amended in such a manner that 2008A, 2008B and 2008C stock options entitle
to subscribe for 1.40 shares. The share subscription price will be based on the
prevailing market price of the Company's share on the Helsinki Stock Exchange
in January—March 2008, 2009 and 2010. The share subscription price for stock
options 2008A is, however, at least EUR 1.8571. 

Amendments to the terms and conditions of the stock options will enter into
force once they are registered with the Trade Register on or about October 15,
2008, provided that the Offering will be completed as planned. Therefore, the
Company's stock option rights 2008A, 2008B and 2008C do not entitle to
participate in the Offering. 

Information

The documents referred to in Section 21, Chapter 5 of the Companies Act will be
available from the commencement of the Subscription Period at Terveystalo's
registered main office at Ratapihantie 11, 2nd floor, 00520 Helsinki on
weekdays during normal office hours. 

Applicable law and settlement of disputes

The Offering and the Shares are governed by the laws of Finland. Any disputes
concerning the Offering will be settled in a competent court in Finland. 

Other issues

The Company's Board of Directors will decide upon other issues related to the
Offering and resulting practical measures.