Terveystalo Plc Stock Exchange Release
The Annual General Meeting of
In addition to the matters specified for the agenda of the Annual General Meeting in section 11 of the Company's Articles of Association, the below proposals by the Board of Directors will be handled by the Annual General Meeting. The proposals of the Shareholders' Nomination Board to the Annual General Meeting have been published by a separate stock exchange release on
Adoption of the Financial Statements
The Board of Directors proposes that the Annual General Meeting adopt the Financial Statements for 2023.
Resolution on the use of the profit shown on the balance sheet and distribution of dividend
The parent company's distributable funds totaled
The dividend would be paid in two instalments as follows:
- The first dividend instalment of
EUR 0.15 per share would be paid to shareholders who are entered in the shareholders' register of the Company maintained byEuroclear Finland Oy on the record date of the first dividend instalment28 March 2024 . The Board of Directors proposes that the first dividend instalment would be paid on8 April 2024 .
- The second dividend instalment of
EUR 0.15 per share would be paid to shareholders who are entered in the shareholders' register of the Company maintained byEuroclear Finland Oy on the record date of the second dividend instalment9 October 2024 . The Board of Directors proposes that the second dividend instalment would be paid on16 October 2024 . The Board of Directors also proposes that the Annual General Meeting would authorize the Board of Directors to resolve, if necessary, on a new record date and date of payment for the second dividend instalment should the rules ofEuroclear Finland Oy or statutes applicable to the Finnish book-entry system change or otherwise so require.
Handling of the Remuneration Report for governing bodies
The Board of Directors proposes that the Annual General Meeting approve the 2023 Remuneration Report for governing bodies.
Handling of the amended Remuneration Policy for governing bodies
The Board of Directors proposes amendments to the Company's Remuneration Policy for governing bodies, which was last approved at the Annual General Meeting held on
Amendment to the Remuneration Policy: The CEO's short-term incentive opportunity at the maximum level of performance may not exceed 150 percent of the annual base salary (increased from 120 percent to 150 percent).
Resolution on the remuneration of the auditor
The Board of Directors proposes to the Annual General Meeting, based on the recommendation of the Audit Committee, that the auditor's fee be paid against an invoice approved by the Company.
Election of the auditor
The Board of Directors proposes to the Annual General Meeting, based on the recommendation of the Audit Committee, that
The Audit Committee confirms that its recommendation is free from influence by a third party and that no clause of the kind referred to in paragraph 6 of Article 16 of the EU Audit Regulation (No. 537/2014), which would restrict the Annual General Meeting's choice regarding the election of the auditor, has been imposed upon the Audit Committee.
Resolution on the remuneration of the sustainability reporting assurance provider
The Board of Directors proposes to the Annual General Meeting, based on the recommendation of the Audit Committee, that the sustainability reporting assurance provider's fee be paid against an invoice approved by the Company.
Election of the sustainability reporting assurance provider
The Board of Directors proposes to the Annual General Meeting, based on the recommendation of the Audit Committee, that authorised sustainability audit firm
Authorizing the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the Company's own shares
The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized to decide on the repurchase and/or on the acceptance as pledge of the Company's own shares as follows.
The number of own shares to be repurchased shall not exceed 12,703,653 shares, which corresponds to approximately 10 per cent of all shares in the Company. Only the unrestricted equity of the Company can be used to repurchase own shares on the basis of the authorization.
Own shares can be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market.
The Board of Directors decides how own shares will be repurchased and/or accepted as pledge. Shares can be repurchased using, inter alia, derivatives. Own shares can also be repurchased otherwise than in proportion to the shareholdings of the existing shareholders (directed repurchase).
The authorization is effective until the end of the next Annual General Meeting, however no longer than until
Authorizing the Board of Directors to decide on the issuance of shares and the issuance of special rights entitling to shares
The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized to decide on the issuance of shares and the issuance of special rights entitling to shares referred to in Chapter 10, Section 1 of the Companies Act as follows.
The number of shares to be issued under the authorization shall not exceed 12,703,653 shares, which corresponds to approximately 10 per cent of all shares in the Company. The shares issued under the authorization may be new shares or treasury shares held by the Company.
The Board of Directors decides on all the conditions of the issuance of shares and of special rights entitling to shares. The issuance of shares and of special rights entitling to shares may be carried out in deviation from the shareholders' pre-emptive rights (directed issue).
The authorization is effective until the end of the next Annual General Meeting, however no longer than until
Authorizing the Board of Directors to resolve on donations for charitable purposes
The Board of Directors proposes to the Annual General Meeting that the Annual General Meeting resolve to authorize the Board of Directors to decide on donations in a total maximum of
Available documents
The Board's proposals will be added to the notice of the Annual General Meeting. The Financial Statements and the Remuneration Policy and Report will be published as a stock exchange release and will be available to shareholders on the Company's website
The Board of Directors
Distribution
Main news media
www.terveystalo.com
Terveystalo in brief
Terveystalo is the largest private healthcare service provider in
In 2023, Terveystalo had approximately 1.2 million individual customers in
https://news.cision.com/terveystalo-oyj/r/proposals-of-terveystalo-s-board-of-directors-to-the-annual-general-meeting-2024,c3928024
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