General Meeting of Shareholders

Terveystalo Plc 2018 Annual General Meeting will be held on Thursday, April 12, 2018 in Helsinki. More detailed information about the Annual General Meeting will be published later on these pages. Shareholder's request to have an issue put on the Annual General Meeting 2018 agenda must be submitted to Terveystalo Oyj's Board of Directors by Friday, February 16, 2018. The request must be submitted in writing to Terveystalo Plc under the following address: Terveystalo Plc, Legal Counsel, Jaakonkatu 3 B, 3rd floor, 00100 Helsinki, or by e-mail to lakiasiat@terveystalo.com

Under the Companies Act, the shareholders exercise their decision-making power concerning the Company’s matters at the General Meetings of Shareholders. Pursuant to the Companies Act, the Annual General Meeting of Shareholders shall be held annually within six months of the end of the financial year. Under Terveystalo’s Articles of Association and as of the Listing, the shareholders are summoned to a General Meeting of Shareholders by publishing the notice as a stock exchange release and on Terveystalo’s website. The notice shall be published no earlier than three (3) months and no later than three (3) weeks prior to the General Meeting of Shareholders, in any event no later than nine (9) days prior to the Record Date of the General Meeting of Shareholders, as defined below.

Under the Articles of Association of the Company, in order to attend a General Meeting of Shareholders, a shareholder must register with the Company no later than the date specified in the notice of meeting, which date may not be earlier than ten (10) days prior to the General Meeting of Shareholders.

Pursuant to the Companies Act, the Annual General Meeting of Shareholders shall resolve on matters including, amongst others, the following  

  • adoption of the financial statements and consolidated financial statements,
  • granting discharge from liability to the members of the Board of Directors and the CEO,
  • use of profit shown in the balance sheet,
  • election of members of the Board of Directors, and
  • election of auditors.

Furthermore, an authorization for the Board of Directors to resolve on a share issuance or issuance of other specific rights entitling to shares and amendments to the Articles of Association also require the resolution of a General Meeting of Shareholders. In addition to Annual General Meetings of Shareholders, Extraordinary General Meetings of Shareholders may also be held if required. Subject to the nature of the matter to be resolved, the provisions of the Companies Act regarding qualified majority, as described below, shall be applied.

The General Meeting of Shareholders handles the matters required by the Companies Act or the Articles of Association or presented to it by the Board of Directors. As a general rule, the General Meeting of Shareholders is summoned by the Board of Directors. If a shareholder or shareholders of a company controlling at least ten percent of the shares or the company’s auditor request in writing that a certain matter be handled at a General Meeting of Shareholders, the Board of Directors must summon a General Meeting of Shareholders within one month from the arrival of the request. Under the Companies Act, a shareholder may submit a written request to the Board of Directors to include on the agenda for the next General Meeting of Shareholders any matter falling within the competence of the General Meeting of Shareholders, provided that the request is submitted in good time so that it can be included in the notice to the meeting. In a listed company, a request is always considered to be on time, if it is submitted at the latest four weeks prior to the giving of the notice to a meeting.

Shareholders who have been entered in the Company’s shareholders’ register maintained by Euroclear Finland eight working days before a General Meeting of Shareholders (the “Record Date”) have the right to attend the General Meeting of Shareholders. A holder of nominee-registered shares has the right to participate in a General Meeting of Shareholders by virtue of such shares based on which he or she on the Record Date would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland. The right to participate in a General Meeting of Shareholders requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register of the Company held by Euroclear Finland. The notification of temporary entry into the shareholders’ register shall be made no later than on the date specified in the notice to the General Meeting of Shareholders, which must be after the Record Date.

A shareholder may participate in a General Meeting of Shareholders in person or by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his or her right to represent a shareholder at a General Meeting of Shareholders. When a shareholder participates in the General Meeting of Shareholders by means of several proxy representatives representing the shareholder based on shares at different securities accounts, the shares based on which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting of Shareholders. In addition, each shareholder or proxy representative may have an assistant present at the General Meeting of Shareholders.