Terveystalo Plc Stock Exchange Release 13 February 2026 at 9:02 EET
Terveystalo Plc's Board of Directors has decided to propose to the Annual
General Meeting to be held on 24 March 2026 that a total dividend of EUR 0.64
per share be paid for 2025. The Board of Directors proposes that the dividend is
paid in two instalments. The Board further proposes the adoption of the
Financial Statements, approval of the Remuneration Report for governing bodies,
amendment of the Articles of Association, authorizing the Board to decide on the
repurchase and/or on the acceptance as pledge of the Company's own shares, on
the issuance of shares and the issuance of special rights entitling to shares
and authorizing the Board to decide on charitable donations. The Board proposes
that KPMG Oy Ab be elected as the Company's auditor and sustainability reporting
assurance provider for the terms of office 2026 and 2027.
The Annual General Meeting of Terveystalo Plc will be held on Tuesday, 24 March
2026, starting at 10:00 a.m. EET. The Company's shareholders and their proxy
representatives may also participate in the Annual General Meeting by voting in
advance in a manner specified in the notice to the Annual General Meeting. The
notice to the Annual General Meeting is expected to be published on 27 February
2026 as a stock exchange release and on the Company's website.
In addition to the matters specified for the agenda of the Annual General
Meeting in 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 19 December 2025.
Adoption of the Financial Statements
The Board of Directors proposes that the Annual General Meeting adopt the
Financial Statements for 2025.
Resolution on the use of the profit shown on the balance sheet and distribution
of dividend
The parent company's distributable funds totalled EUR 582.1 (558.9) million, of
which EUR 83.9 (61.0) million is result for the financial year. The Board of
Directors proposes to the Annual General Meeting that a dividend of EUR 0.64
(0.48) per share be paid based on the balance sheet adopted for the financial
year ended 31 December 2025 (which corresponds to a total of approximately EUR
81.1 (60.8) million with the current number of shares in the Company).
The dividend would be paid in two instalments as follows:
· The first dividend instalment of EUR 0.32 per share would be paid to
shareholders who are entered in the shareholders' register of the Company
maintained by Euroclear Finland Oy on the record date of the first dividend
instalment 26 March 2026. The Board of Directors proposes that the first
dividend instalment would be paid on 8 April 2026.
· The second dividend instalment of EUR 0.32 per share would be paid to
shareholders who are entered in the shareholders' register of the Company
maintained by Euroclear Finland Oy on the record date of the second dividend
instalment 8 October 2026. The Board of Directors proposes that the second
dividend instalment would be paid on 15 October 2026. 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 of Euroclear 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 2025
Remuneration Report for governing bodies.
Amendment of the Articles of Association
The Board of Directors proposes to the Annual General Meeting that the Annual
General Meeting resolve to amend Sections 9 § and 12 § (current Section 11 §) of
the Company's Articles of Association to read in their entirety as set out below
(amended parts have been underlined), to add a new Section 10 § as set out
below, and to update the numbering of current Sections 10 § and 11 §
correspondingly. The purpose of the proposed amendments concerning the term of
office of the auditor is to enable the election of the auditor more flexibly
than currently, also for a term of office commencing later. In other respects,
the purpose is to update the Articles of Association to better reflect the
currently applicable regulations and to define the term of office of the
sustainability reporting assurance provider correspondingly with the auditor.
"9 § The General Meeting shall elect for each term of office one (1) auditor to
examine the administration and accounts of the Company. The auditor shall be an
audit firm authorised by the Finnish Patent and Registration Office with an
authorised public accountant in charge of the audit.
An auditor may be elected for a term of office that commences at the close of
the General Meeting resolving on the election or for a term of office commencing
later in accordance with the resolution of the General Meeting. The auditor's
term of office shall end at the closing of the next Annual General Meeting
following the commencement of the term."
"10 § As the Company's sustainability reporting assurance provider for each term
of office, the General Meeting shall elect one (1) authorized sustainability
audit firm, with an Authorized Sustainability Auditor as referred to in the
Finnish Auditing Act as the principally responsible sustainability reporting
assurance provider. The Company's auditor with a special qualification as an
Authorized Sustainability Auditor can also be elected for this position.
A sustainability reporting assurance provider may be elected for a term of
office that commences at the close of the General Meeting resolving on the
election or for a term of office commencing later in accordance with the
resolution of the General Meeting. The sustainability reporting assurance
provider's term of office shall end at the closing of the next Annual General
Meeting following the commencement of the term."
"12 § At the Annual General Meeting, the following shall be
presented:
1. the financial statements, which encompasses the consolidated financial
statements, and
2. the auditor's report;
decided upon:
3. the adoption of the financial statements,
4. the use of the profit shown on the balance sheet,
5. the discharge of the members of the Board of Directors and the Managing
Director from liability,
6. if necessary, the remuneration policy,
7. the approval of the remuneration report,
8. the remuneration of the members of the Board of Directors and, if necessary,
of the auditor and the sustainability reporting assurance provider, and
9. the number of the members of the Board of Directors;
elected:
10. the members of the Board of Directors,
11. the auditor, if necessary, and
12. the sustainability reporting assurance provider, if necessary; and
addressed:
13. other issues possibly indicated in the notice of the meeting."
Resolution on the remuneration of the auditor for the terms of office 2026 and
2027
The Board of Directors proposes to the Annual General Meeting, based on the
recommendation of the Audit Committee, that the auditor's fee for the auditors
to be elected for the terms of office 2026 and 2027, respectively, be paid
against an invoice approved by the Company.
Election of the auditor for the term of office 2026
The Board of Directors proposes to the Annual General Meeting, based on the
recommendation of the Audit Committee, that KPMG Oy Ab, a firm of authorized
public accountants, be elected as the auditor of the Company for the term of
office ending at the end of the Annual General Meeting 2027. KPMG Oy Ab has
announced that Henrik Holmbom, APA, would be acting as the principally
responsible auditor.
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.
Election of the auditor for the term of office 2027
The Company has an obligation to organize an audit firm selection procedure in
accordance with the EU Audit Regulation (537/2014, as amended) concerning the
audit for the financial year 2027 (mandatory auditor rotation). As the EU Audit
Regulation requires the inclusion of at least two candidates in the
recommendation of the Audit Committee and the candidates' possibilities to
provide services to the Company until the General Meeting deciding on the
election are restricted, the Board of Directors proposes that the auditor would
be elected for the term of office 2027 already at the Annual General Meeting
2026. The election of an auditor for the term of office 2027 already at the
Annual General Meeting 2026 also provides the elected audit firm time to prepare
for the new audit engagement and ensures the opportunity of the General Meeting
to influence the selection.
In view of the above, the Board of Directors proposes to the Annual General
Meeting, based on the recommendation of the Audit Committee, that KPMG Oy Ab, a
firm of authorized public accountants, be elected as the auditor of the Company
for the term of office commencing at the end of the Annual General Meeting 2027
and ending at the end of the Annual General Meeting 2028. KPMG Oy Ab has
announced that Heli Tuuri, APA, would be acting as the principally responsible
auditor.
The proposal concerning the election of the auditor for the term of office 2027
is conditional upon the General Meeting deciding to amend Section 9 § of the
Articles of Association in accordance with the proposal of the Board of
Directors. The resolution in accordance with this proposal concerning the
election of the auditor for the term of office 2027 shall enter into force once
the amended Articles of Association have been registered in the Finnish Trade
Register.
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 for the terms of office 2026 and 2027
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 for the sustainability reporting assurance providers to
be elected for the terms of office 2026 and 2027, respectively, be paid against
an invoice approved by the Company.
Election of the sustainability reporting assurance provider for the term of
office 2026
The Board of Directors proposes to the Annual General Meeting, based on the
recommendation of the Audit Committee, that KPMG Oy Ab, an authorized
sustainability audit firm, be elected as the sustainability reporting assurance
provider of the Company for the term of office ending at the end of the Annual
General Meeting 2027. KPMG Oy Ab has announced that Henrik Holmbom, APA and
Authorized Sustainability Auditor (ASA), would be acting as the principally
responsible sustainability reporting assurance provider.
The election of KPMG Oy Ab as the sustainability reporting assurance provider of
the Company for the term of office 2026 is conditional on KPMG Oy Ab being
elected as the Company's auditor.
Election of the sustainability reporting assurance provider for the term of
office 2027
The Board of Directors proposes to the Annual General Meeting, based on the
recommendation of the Audit Committee, that KPMG Oy Ab, an authorized
sustainability audit firm, be elected as the sustainability reporting assurance
provider of the Company for the term of office commencing at the end of the
Annual General Meeting 2027 and ending at the end of the Annual General Meeting
2028. KPMG Oy Ab has announced that Heli Tuuri, APA and Authorized
Sustainability Auditor (ASA), would be acting as the principally responsible
sustainability reporting assurance provider.
The proposal concerning the election of KPMG Oy Ab as the sustainability
reporting assurance provider of the Company for the term of office 2027 is
conditional upon the General Meeting deciding to amend Section 9 § of the
Articles of Association and to add a new Section 10 § to the Articles of
Association in accordance with the proposal of the Board of Directors, and on
KPMG Oy Ab being elected as the Company's auditor for the term of office 2027.
The resolution in accordance with this proposal concerning the election of the
sustainability reporting assurance provider for the term of office 2027 shall
enter into force once the amended Articles of Association have been registered
in the Finnish Trade Register.
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 30 June 2027.
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 30 June 2027.
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 EUR 150,000 for charitable or corresponding
purposes and to authorize the Board of Directors to decide on the donation
recipients, purposes of use and other terms of the donations. The authorization
is proposed to remain effective until the end of the Annual General Meeting 2027
and in any event no longer than for a period of 18 months from the date of the
resolution of the Annual General Meeting.
Available documents
The Board's proposals will be added to the notice of the Annual General Meeting.
The Financial Statements and the Remuneration Report will be published as a
stock exchange release and will be available to shareholders on the Company's
website on or about 27 February 2026.
Terveystalo Plc
The Board of Directors
Distribution
Nasdaq Helsinki Ltd
Principal media
www.terveystalo.com
Terveystalo in brief
Terveystalo is the largest private healthcare service provider in Finland in
terms of revenue and one of the leading occupational health providers in both
Finland and Sweden.
We aim to create seamless, compassionate, and effective healthcare of the
future. We offer comprehensive primary care, specialised care, and well-being
services for corporate clients, insurance companies, consumers and public-sector
customers. Terveystalo's digital appointments are available anytime, anywhere,
24/7. The Terveystalo app has around 2.7 million registered users. We provide
services through our extensive network of clinics and hospitals across Finland.
In Sweden, we offer preventive occupational health services through our
subsidiary, Feelgood.
In 2025, Terveystalo served approximately 2.1 million individual customers, and
there were around 7.2 million customer visits in Finland. Terveystalo employs
around 14,400 professionals in healthcare and other fields.
Terveystalo is listed on Nasdaq Helsinki and has a strong Finnish ownership
base. www.terveystalo.com