Annual General Meeting 2020

Notice is given to the shareholders of Terveystalo Plc of the Annual General Meeting to be held on Thursday, 28 May 2020 at 15:00 in the Company’s headquarters at Jaakonkatu 3 B, 3rd floor, Helsinki, Finland. In order to prevent the spread of the Covid-19 pandemic, the Annual General Meeting will be held without shareholders’ and their proxy representatives’ presence at the meeting venue. Shareholders of the Company and their proxy representatives may participate in the meeting and exercise shareholder rights only through voting in advance as well as by making counterproposals and presenting questions in advance. Instructions for shareholders are presented in this page under section “Other information”. Earlier registrations submitted to the cancelled Annual General Meeting, which was convened to be held on 2 April 2020, are not valid for this Annual General Meeting. The Board of Directors of the Company has resolved on the exceptional procedure for the meeting based on the temporary legislative act to limit the spread of the Covid-19 pandemic approved by the Finnish Parliament on 24 April 2020. The Company has resolved to take actions enabled by the act in order to hold the meeting in a predictable manner, taking into account the health and safety of the Company‘s shareholders, personnel and other stakeholders.

Right to participate and registration

Each shareholder, who on the record date of the General Meeting, 15 May 2020, is registered in the Company’s shareholders’ register held by Euroclear Finland Oy, has the right to participate in the Annual General Meeting. A shareholder whose shares are registered on his/her personal Finnish book-entry account is registered in the Company’s shareholders’ register. Shareholders cannot participate in the meeting by any other means than voting in advance in the manner instructed below as well as by submitting counterproposals and asking questions in advance.

Registration for the meeting and advance voting will begin on 12 May 2020 following the deadline for submitting counterproposals. A shareholder with a Finnish book-entry account, who wishes to participate in the Annual General Meeting by voting in advance, must register for the Meeting and vote in advance no later than by 20 May 2020 at 4:00 p.m. (EEST) by which time the registration and votes need to be received.

In connection with the registration, a shareholder is required to provide the requested information, such as his/her name, personal identification number, address and telephone number as well as the name and personal identification number of a possible proxy representative. The personal data given to Terveystalo Plc and Euroclear Finland Oy will be used only in connection with the General Meeting and with the processing of related registrations necessary.

Earlier registration submitted to the cancelled Annual General Meeting, which was convened to be held on 2 April 2020, are not valid for this Annual General Meeting.

Shareholders with a Finnish book-entry account may register and vote in advance on certain matters on the agenda of the Annual General Meeting from 12 May 2020 until 4.00 p.m. (EEST) on 20 May 2020 by the following manners:

a)     through this website 

The Finnish personal identity code or business ID and book-entry account number of the shareholder is needed for the electronic voting in advance.

b)    by regular mail or email

A shareholder may send the advance voting form available on the Company’s website or corresponding information to Euroclear Finland Oy by regular mail to Euroclear Finland Oy, Yhtiökokous/Terveystalo Oyj, P.O. Box 1110, FI-00101 Helsinki or by email at yhtiokokous@euroclear.eu. If the shareholder participates in the meeting by sending the votes in advance by regular mail or by email to Euroclear Finland Oy, the delivery of the votes before ending of the registration period and the advance voting shall constitute registration for the Annual General Meeting, if the above-mentioned information required for the registration is delivered at the same time and the documents are received at the latest by 20 May, 2020 at 4:00 p.m. (EEST).

Instructions relating to the advance voting may also be found on this website.

Holders of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting, i.e. on 15 May 2020, would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Oy. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Oy at the latest by 25 May 2020 by 10:00 a.m. (EEST). As regards nominee-registered shares this constitutes due registration for the Annual General Meeting.

A holder of nominee-registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholders’ register of the Company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. The account management organization of the custodian bank shall temporarily register a holder of nominee-registered shares, who wants to participate in the Annual General Meeting, into the shareholders’ register of the Company at the latest by the time stated above. In addition, the account management organization of the custodian bank shall arrange advance voting on behalf of the holders of nominee registered shares within the registration period for nominee-registered shares.

Proxy representatives and powers of attorney

A shareholder may participate in the Annual General Meeting through a proxy representative. Also the proxy representative of a shareholder may only participate by voting in advance in the manner instructed above.

A proxy representative shall provide a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. Should a shareholder participate in the General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration.

Proxy documents should be delivered to Euroclear Finland Oy by mail Euroclear Finland Oy, Yhtiökokous/Terveystalo Oyj, P.O. Box 1110, FI-00101 Helsinki or by email to yhtiokokous@euroclear.eu before the last date for registration, by which time the proxy documents must be received. This also applies to a shareholder who has submitted a proxy document to the Company for the Annual General Meeting, which was planned to be held on 2 April 2020.

Other information

Instructions for the participants in the Annual General Meeting

In order to prevent the spread of the Covid-19 pandemic, the Meeting will be organized so that the shareholders and their proxies are not allowed to be present at the Meeting venue. Shareholders and their proxies cannot participate in the Meeting through real-time telecommunications or technical means either. The Company’s shareholders and their proxies can participate in the Meeting and use shareholder rights only by voting in advance and by submitting counterproposals and asking questions in advance in accordance with the instructions presented below.

Other instructions/information

Shareholders who hold at least one hundredth of all the shares in the Company have a right to make a counterproposal on the agenda items, to be placed for a vote. Such counterproposals are required to be sent to the Company by email to agm@terveystalo.com no later than by 11 May 2020 at 4:00 p.m. (EEST). In connection with making a counterproposal, shareholders are required to provide adequate evidence of shareholding. The counterproposal will be placed for a vote subject to the shareholder having the right to participate in the Annual General Meeting and that the shareholder holds at least one hundredth of all shares in the Company on the record date of the Annual General Meeting. Should the counterproposal not be placed for a vote at the meeting, advance votes in favour of the proposal will not be taken into account. The Company will on 12 May 2020 at the latest publish on its website https://www.terveystalo.com/en/investors/Corporate-governance/General-Meeting-of-Shareholders/AGM-2020/ the counterproposals, if any, that may be voted on.

A shareholder has the right to ask questions referred to in Chapter 5, Section 25 of the Finnish Limited Liability Companies Act with respect to the matters to be considered at the meeting. Such questions must be sent by email to agm@terveystalo.com no later than 13 May 2020 at 4:00 p.m. (EEST). Such questions from shareholders, the Company’s management’s answers to them, and any counterproposals that have not been placed for a vote are available on the Company’s website at https://www.terveystalo.com/en/investors/Corporate-governance/General-Meeting-of-Shareholders/AGM-2020/ on 18 May 2020 at the latest. In connection with asking questions and making counterproposals, shareholders are required to provide adequate evidence of shareholding.

Information on the General Meeting required by the Finnish Limited Liability Companies Act and the Securities Markets Act is available on the Company’s website at https://www.terveystalo.com/en/investors/Corporate-governance/General-Meeting-of-Shareholders/AGM-2020/

On the date of this notice, the total number of shares in the Company and votes represented by such shares is 128,036,531. On the date of this notice the Company holds a total of 730,000 of its own shares. 

Changes in shareholding after the record date of the Annual General Meeting do not affect the right to participate in the General Meeting or the number of voting rights held in the General Meeting.

 

Registering for Annual General Meeting 2020

Registration and advance voting begins 12 May 2020.

Register and vote in advance

Documents of the Annual General Meeting

The proposals for resolutions on the matters on the agenda of the General Meeting, this notice, the Remuneration Policy as well as the Annual Report of Terveystalo Plc, which includes the Company’s Financial Statements, the Report of the Board of Directors and the Auditor’s Report, are available on this website The minutes of the Annual General Meeting will be available on the above-mentioned website on 11 June 2020 at the latest.

Questions from shareholders

Could the performance criteria for a long-term remuneration policy be clarified and could the metrics used be published at least ex post? Could you provide examples of the indicators used now? The unusual bonuses paid for 2019 will apparently not be repeated?

Terveystalo's current Terveystalo's share-based rolling long-term incentive scheme consists of three performance periods, corresponding to the calendar years 2018, 2019 and 2020. Each plan consists of a one-year performance period and a two-year vesting period, following the performance period. The Board of Directors decides on the performance criteria and the required performance levels for each criterion at the beginning of each performance period. During the performance period 2019, the share-based incentive scheme offered the key employees the possibility to earn rewards based on the Company achieving the required target levels for adjusted earnings before interest, taxes, and amortization (EBITA) and Total Shareholder Return (TSR).  During the performance period 2020, the KPIs are set for adjusted EBITA and relative TSR.

The one-time payment to then CEO in 2019 was unusual in nature and not recurring.