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2007-05-28 11:30:00 CEST 2007-05-28 11:30:00 CEST REGULATED INFORMATION Suomen Terveystalo Oyj - Decisions of general meetingDECISIONS OF SUOMEN TERVEYSTALO OYJ'S ANNUAL GENERAL MEETINGSUOMEN 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 DISTRIBUTION The Helsinki Stock Exchange Main Media |
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