Suomen Terveystalo Oyj - Notice to general meeting

SUOMEN TERVEYSTALO OYJ'S ANNUAL GENERAL MEETING

SUOMEN TERVEYSTALO OYJ 		STOCK EXCHANGE RELEASE
7 May, 2007 at 12:30 pm


SUOMEN TERVEYSTALO OYJ'S ANNUAL GENERAL MEETING 

The shareholders of Suomen Terveystalo Oyj are invited to the Annual  
General Meeting, held on Monday, 28 May 2007 at 10am, at Radisson SAS Royal
Hotel Helsinki, Runeberginkatu 2, 00100 Helsinki. Listing the 
enrolled persons and distributing the voting ballots will begin at 9am.


THE MEETING WILL ADDRESS THE FOLLOWING ISSUES 

1) Issues to be addressed by the Annual General Meeting, as defined in clause
11 of the Articles of Association, including: 

presenting
- the financial report, including the income statement, the balance sheet, the
annual report and the consolidated financial report 
- the auditing report;

deciding on
- the confirmation of the income statement, balance sheet and the consolidated
balance sheet, 
- the measures to which the profit or loss in accordance with the confirmed
balance sheet or consolidated balance sheet give cause for; 
- discharge from liability for the Board members and the CEO;
- the number of actual Board members;
- the compensation of the members of the Board of Directors and auditors and
the expenses' grounds for compensation; 

electing 
- Board members and, if necessary,
- an auditor and a possible vice auditor.


The Board makes the following proposals regarding the issues to be addressed by
the Annual General Meeting, as defined in clause 11 of the Articles of
Association: 

Board composition

The Board suggests that the number of Board members be confirmed as seven (7),
and that Ari Ahola, Pentti Kuronen, Pentti Parkkinen, Pekka Roto and Petteri
Walldén be re-elected as Board members, and Kari Puro and Kaija Pöysti be
elected as new Board members. All proposed persons have given their assent for
the assignment. The proposal is also supported by shareholders who represent
approximately 40 per cent of the voting rights produced by company shares. 

The Board proposes that the term of office compensation for Chairman of the
Board be EUR 30,000.00, and the term of office compensation for Board members
be EUR 12,000.00, in addition to which a decision is made to pay Chairman of
the Board a meeting compensation of EUR 800.00 for each Board or Board
committee meeting, and to pay each Board members a meeting compensation of EUR
600.00 for each Board or Board committee meeting. 

Auditor

According to the Articles of Association, the auditor is appointed until
further notice. The Board proposes that the company's current auditor,
Authorized Public Accounting Firm PricewaterhouseCoopers, continue their
assignment. 

Distribution of profit

The Board proposes that the loss of the fiscal year which ended on 31 December
2006 be transferred into the profit/loss account, and that no dividends be
paid. 


2) Proposal for modifying the Articles of Association

The Board proposes that due to the Companies Act, effective as of 1 September
2006, the following modifications be made in the Articles of Association: 

- Clause 3: remove provisions dealing with minimum and maximum equity and
number of shares 

- Clause 6: modify provisions dealing with company representation so that they
correspond with Company Act terminology, as follows: 

The company is represented by Chairman of the Board and the CEO, both
separately, 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 each separately, together with a Board member. 

- Clause 11: modify the agenda of the Annual General Meeting to correspond to
the Company Act, as follows: 

The Annual General Meeting must

present
1. the financial report, including the income statement, balance sheet, cash
flow statement and notes to the accounts, the consolidated financial report
and, 
2. the auditing report

decide on
3. the confirmation of the financial report and the consolidated financial
report; 
4. how to use the profit indicated by the balance sheet;
5. discharge from liability for the Board members and the CEO;
6. the number and compensation of the Board members;
7. the compensation of the members of the Board of Directors and auditors and
the expenses' grounds for compensation; 

elect
8. Board members and,
9. if necessary, auditors

address
10. the other issues mentioned in the meeting notice.

- Clause 12: remove provisions dealing with balancing date.

The numbering of the provisions in the Articles of Association will be changed
according to the above mentioned modifications. 


3) Proposal for authorizing the Board to decide on share issues and on granting
special rights entitling to shares 

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

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

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

The authorization would also include 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 to 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, as 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 Annual General Meeting on 21 June 2006. 


4) Proposal for authorizing the Board to decide on obtaining company shares

The Board proposes to the Annual General Meeting that the Board be granted 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 in the Helsinki Stock Exchange. 

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

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


5) Reduction of share premium account and reserve fund

The Board proposes that according to the company's balance sheet on 31 December
2006, the share premium account be reduced by EUR 31,211,419.45. The reductions
will be transferred into the unrestricted equity reserve. After the reduction,
the amount of the share premium account and reserve fund in the balance sheet
of 31 December 2006 equals zero. 


RIGHT TO PARTICIPATE AND ENROLLMENT 

All shareholders registered not later than 18 May 2007 as shareholders in the
company's list of shareholders, maintained by the Finnish Central Securities
Depository Ltd ("APK") are entitled to attend the General Meeting. 

In order to be entitled to attend the General Meeting, shareholders must, in
addition to the above mentioned, enroll on 18 May 2007, 16pm, at the latest,
either in writing, to the address Suomen Terveystalo Oyj, Runeberginkatu 5 B,
00100 Helsinki, by fax to the number +358 9 2310 6121 or by email to the
address leena.tekkanat@terveystalo.com. Enrollments must be received before the
enrollment deadline. Please deliver possible proxies to the above mentioned
address before the enrollment deadline. 

Nominee registry shareholders 

Nominee-registered shareholders are entitled to attend the Annual General
Meeting if they have, not later than ten days in advance, been temporarily
registered in the company's register of shareholders. In order to enroll to the
Meeting, the holder of a nominee-registered share must contact his or her
trustee well in advance before the above-mentioned deadline. 

DOCUMENT ACCESS 

The annual report 2006 can be accessed online at www.terveystalo.com.

Copies of documents dealing with the financial report and Board proposals can
be accessed by shareholders on 21 May 2007 at the company headquarters at
Runeberginkatu 5 B, 00100 Helsinki. By shareholder request, the company will
deliver the shareholder copies of said documents. 


Helsinki, 7 May 2007

SUOMEN TERVEYSTALO OYJ
Board of Directors


Suomen Terveystalo Oyj
Martti Kiuru
CEO

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 2006 the company
employed 1,253 people. Suomen Terveystalo's share (SUT1V) is listed in the
Helsinki Stock Exchange. 
www.terveystalo.com 


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