Shareholders' Nomination Board

According to the resolution by Terveystalo 2017 Extraordinary General Meeting, the Shareholders' Nomination Board comprises the Chairman of the Board of Directors of the Company and representatives of the four largest shareholders of the Company. However, in case the fifth largest shareholder has a holding that exceeds 10 percent of all the shares and votes in the Company, the five largest shareholders will be represented at the Shareholders' Nomination Board.


On September 26, 2017, the EGM resolved to establish a Shareholders' Nomination Board consisting of shareholders of the Company, or persons appointed by such shareholders, for annually preparing proposals concerning the election and the remuneration of the members of the Board of Directors to the Annual General Meeting. 

According to the Charter of the Shareholders' Nomination Board adopted conditionally, the Shareholders' Nomination Board comprises the Chairman of the Board of Directors of the Company and representatives of the four largest shareholders of the Company. However, in case the fifth largest shareholder has a holding that exceeds 10 percent of all the shares and votes in the Company, the five largest shareholders will be represented at the Shareholders' Nomination Board. The four largest shareholders (or, in case the fifth largest shareholder would have a holding that exceeds 10 percent of all the shares and votes in the Company, the five largest shareholders), as determined on the basis of the shareholder register of the Company maintained by Euroclear Finland on the first banking day of the September preceding the Annual General Meeting, shall each have a right to nominate a representative to the Shareholders' Nomination Board. If two or more shareholders has the same number of shares and cannot all have the right to nominate one of the members of the Shareholders' Nomination Board, the right to nominate shall be determined by the drawing of lots among such shareholders. If a shareholder, who would have the obligation to notify the Company of certain changes in shareholding under the Securities Markets Act (flagging obligation), presents a written request directed to the Board of Directors by the end of August, the holdings of a corporation or a foundation controlled by the shareholder or the shareholder's holdings in several funds or registers will be combined when calculating the nomination right. A holder of nominee-registered shares will be taken into account when determining the composition of the Shareholders' Nomination Board if the holder of nominee-registered shares presents a request concerning the issue directed to the Board of Directors of the Company by the end of the August preceding the Annual General Meeting.

In deviation of the foregoing, in 2017 the shareholdings based on which the right to nominate representatives to the Shareholders' Nomination Board shall be determined as of the first banking day of November 2017, and shareholders may request the aggregation of holdings (based on flagging obligations) and holders of nominee registered shares can request representation on the Shareholders' Nomination Board, by no later than the last banking day of October 2017.

The Chairman of the Board of Directors convenes the first meeting of the Shareholders' Nomination Board and the Shareholders' Nomination Board elects a Chairman amongst its members.