Notice of Extraordinary General Meeting of Terveystalo Plc

Notice is given to the shareholders of Terveystalo Plc (the "Company") to an Extraordinary General Meeting to be held on 30 June 2026 at 2:30 p.m. (EEST) without a meeting venue as a real-time virtual meeting in accordance with Article 7 of the Articles of Association of the Company and Chapter 5, Section 16, Subsection 3 of the Finnish Companies Act. Instructions for participation are presented in this notice under section C "Instructions for the participants in the Extraordinary General Meeting".

1. Matters on the agenda of the Extraordinary General Meeting

At the Extraordinary General Meeting, the following matters will be considered:

1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Authorising the Board of Directors to resolve on the issuance of shares in connection with the Company's proposed acquisition of Silmäasema Oy
   1. Introduction

The Company announced on 8 June 2026 that the Company and its subsidiary, Terveystalo Healthcare Oy, have signed a share purchase agreement (the "Share Purchase Agreement") to acquire Silmäasema Oy (the "Transaction") from its current shareholders (the "Sellers"). The Transaction is expected to create substantial value through estimated annual pre-tax run-rate synergies of approximately EUR 11-15 million. Reference is made to the public announcement on the Transaction on 8 June 2026 for further information about the rationale, details, and terms of the Transaction.

Pursuant to the Share Purchase Agreement, the consideration to be paid by the Company to the Sellers upon completion of the Transaction would consist of a combination of an initial cash payment of EUR 275 million (the "Cash Consideration") and 36,500,000 new shares in the Company to be issued to the Sellers (the "Share Consideration") as further described in the Transaction announcement of 8 June 2026. The Cash Consideration is subject to certain adjustments, but the number of shares issued as Share Consideration is not subject to any adjustments.

The completion of the Transaction is currently expected to take place by the end of 2026 or in the first quarter of 2027. The completion of the Transaction is subject to the satisfaction or waiver of all conditions to completion under the Share Purchase Agreement, including the approval of this resolution on the proposed share issue authorisation and approval by the Finnish Competition and Consumer Authority.

The Board of Directors of the Company has unanimously concluded that the Transaction is in the best interests of the Company and all of its shareholders and recommends that the Extraordinary General Meeting of the Company approve all proposals by the Board of Directors included in this notice.

The Company's shareholders Rettig Investment AB, Varma Mutual Pension Insurance Company, OP Cooperative, Hartwall Capital (HC Holding Oy Ab), Ilmarinen Mutual Pension Insurance Company and Elo Mutual Pension Insurance Company, who in aggregate hold approximately 59.3 per cent of all outstanding shares and votes (excluding treasury shares) in the Company, have irrevocably undertaken, subject to certain customary conditions, to attend the Extraordinary General Meeting and vote in favour of the proposal of the Board of Directors of the Company for the share issue authorisation in respect of all the shares in the Company held by such shareholders on the record date of the Extraordinary General Meeting. The resolution regarding the proposed share issue authorisation requires support by shareholders holding at least a qualified majority (2/3) of both the votes cast and of all shares represented at the meeting.

1. 1. Authorising the Board of Directors to resolve upon the directed issuance of shares to the Sellers

In order to enable the issuance of the Share Consideration to the Sellers, the Board of Directors of the Company proposes that the Extraordinary General Meeting authorise the Board of Directors of the Company to resolve, on one or several occasions, upon the issuance of up to 36,500,000 new shares in the Company in deviation from the shareholders' pre-emptive rights (directed share issue).

Assuming issuance of the maximum number of new shares under the authorisation, the Sellers would, based on the number of shares in the Company at the date of this notice, receive new shares representing up to approximately 22.4 per cent of all issued shares, excluding treasury shares, in the Company following completion of the Transaction.

The authorisation may only be used for the issuance of the Share Consideration to the Sellers in connection with the completion of the Transaction in accordance with the Share Purchase Agreement. The Board of Directors shall be authorised to decide on all other terms relating to the issuance of new shares in the Company pursuant to this authorisation, including the issuance of shares against consideration in kind or set-off.

The authorisation is proposed to remain valid until 30 September 2027 and, if granted, this authorisation will not revoke the authorisation to resolve upon the issuance of shares and the issuance of special rights entitling to shares granted to the Board of Directors by the Annual General Meeting held on 24 March 2026.

1. Closing of the meeting

1. Documents of the Extraordinary General Meeting

This notice, including the abovementioned proposals for resolutions on the matters on the agenda of the Extraordinary General Meeting, along with other required documents referred to in Chapter 5, Section 21 of the Finnish Companies Act, is available and printable on the Company's website at https://www.terveystalo.com/Extraordinary-General-Meeting-2026 as of 8 June 2026, at the latest. The proposals for resolutions and other abovementioned documents will also be made available at the Extraordinary General Meeting.

The meeting minutes of the Extraordinary General Meeting will be available on the Company's website no later than on 14 July 2026.

1. Instructions for the participants in the Extraordinary General Meeting

1. Shareholder registered in the shareholders' register

Each shareholder, who on the record date of the Extraordinary General Meeting, 17 June 2026, is entered in the Company's shareholders' register maintained by Euroclear Finland Oy, has the right to participate in the Extraordinary General Meeting. A shareholder whose shares are registered on his/her personal Finnish book-entry account or equity savings account is registered in the Company's shareholders' register. A shareholder may also participate in the Extraordinary General Meeting by way of proxy representation. The use of proxy representatives is described below in section C.4.

1. Registration for the meeting

Registration for the meeting will begin on 9 June 2026 at 10:00 a.m. (EEST) and a shareholder who is registered in the Company's shareholders' register and who wishes to participate in the Extraordinary General Meeting must register for the meeting no later than by 23 June 2026 at 4:00 p.m. (EEST), by which time the registration must be received by the Company or Innovatics Oy.

Shareholders with a Finnish book-entry account may register from 10:00 a.m. (EEST) on 9 June 2026 until 4:00 p.m. (EEST) on 23 June 2026 by the following manners:

1. through the Company's website at https://www.terveystalo.com/Extraordinary-General-Meeting-2026

Electronic registration through the website requires strong electronic authentication of the shareholder or the shareholder's proxy representative or legal representative with a Finnish, Swedish or Danish bank ID or mobile certificate.

1. by email or regular mail

A shareholder may send a notice of attendance to Innovatics Oy by email addressed to egm@innovatics.fi or by regular mail addressed to Innovatics Oy, General Meeting/Terveystalo Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland. A shareholder intending to register by mail or email shall submit the registration form available on the Company's website at https://www.terveystalo.com/Extraordinary-General-Meeting-2026 or equivalent information to Innovatics Oy.

In connection with the registration, a shareholder is required to provide the requested information, such as his/her name, date of birth or business ID, address, as well as telephone number and/or email address as well as the name, date of birth as well as telephone number and/or email address of a possible authorised proxy representative or legal representative and the name of a possible assistant. The personal data given to the Company or Innovatics Oy will only be used in connection with the Extraordinary General Meeting and with the processing of related registrations.

A shareholder, their possible authorised proxy representative or legal representative must be able to prove their identity and/or right of representation at the Extraordinary General Meeting.

Further information on registration is available by telephone during the registration period for the Extraordinary General Meeting by calling Innovatics Oy at +358 10 2818 909 on weekdays from 9:00 a.m. to 12:00 noon and from 1:00 p.m. to 4:00 p.m. (EEST).

1. Holders of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the Extraordinary General Meeting by virtue of such shares, based on which he/she on the record date of the Extraordinary General Meeting, i.e., on 17 June 2026, would be entitled to be registered in the shareholders' register of the Company maintained by Euroclear Finland Oy. The right to participate in the Extraordinary General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders' register maintained by Euroclear Finland Oy at the latest by 25 June 2026 by 10:00 a.m. (EEST). As regards nominee-registered shares, this constitutes registration for the Extraordinary 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 voting instructions as well as registration for the Extraordinary General Meeting from his/her custodian bank. The account management organisation of the custodian bank shall temporarily register a holder of nominee-registered shares, who wants to participate in the Extraordinary General Meeting, into the shareholders' register of the Company at the latest by the time stated above.

A holder of nominee-registered shares who has registered for the Extraordinary General Meeting may also participate in the meeting in real time using telecommunication connection and technical means. In addition to the temporary registration in the Company's shareholders' register, the real-time participation in the meeting requires the submission of the shareholder's email address and telephone number and, if necessary, a proxy document and other documents necessary to prove the right of representation by regular mail to Innovatics Oy, General Meeting/Terveystalo Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to egm@innovatics.fi before the end of the registration period for the holders of nominee-registered shares, so that the shareholders can be sent a participation link and password to participate in the meeting.

1. Proxy representatives and powers of attorney

A shareholder may also participate and use their rights in the Extraordinary General Meeting through a proxy representative. A proxy representative shall provide a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder.

Proxy representatives registering electronically for the Extraordinary General Meeting must identify themselves personally through strong electronic authentication, after which they can register on behalf of the shareholder they represent.

Should a shareholder participate in the Extraordinary 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.

Natural persons may appoint a proxy representative in connection with the electronic registration to the Extraordinary General Meeting at the Company's website. Otherwise, a proxy document must be used. A template proxy document is available on the Company's website at https://www.terveystalo.com/Extraordinary-General-Meeting-2026.

Possible proxy authorisation documents are requested to be submitted preferably as attachments in connection with electronic registration or alternatively by email to egm@innovatics.fi or as original copies by mail to Innovatics Oy, General Meeting/Terveystalo Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland, so that the proxy authorisation documents are received before the end of the registration period.

In addition to delivering a proxy authorisation document, a shareholder or their proxy representative must register for the Extraordinary General Meeting in the manner described in section C.2. Delivering a proxy authorisation document in the manner described above will constitute due registration for the Extraordinary General Meeting if it contains the information required for the registration described in section C.2.

Shareholders can also use suomi.fi electronic authorisation service instead of a traditional proxy document. In this case, the shareholder authorises the nominated proxy representative in the suomi.fi service (https://www.suomi.fi/eauthorizations) by using the proxy form "Representation at the General Meeting". When registering, proxy representatives must authenticate themselves by strong electronic authentication. Strong electronic authentication can be conducted with online banking codes or a mobile certificate.

1. Participation instructions

A shareholder who has the right to participate in the Extraordinary General Meeting can participate in the meeting and use their rights in full and in real-time during the meeting via remote connection.

The remote connection to the Extraordinary General Meeting will be provided through Inderes Plc's virtual general meeting service on the Videosync platform, which includes a video and audio connection to the Extraordinary General Meeting. Participating in the virtual Extraordinary General Meeting does not require paid software or downloads. In addition to an internet connection, participation requires a computer, smartphone or tablet with speakers or headphones for sound reproduction and a microphone if you wish to speak. One of the following browsers is recommended for participation: Chrome, Firefox, Edge, Safari, or Opera. It is advisable to log in to the meeting system well in advance of the meeting.

The participation link and password for remote participation will be sent by email and/or text message to the email address and/or mobile phone number provided during registration to all those registered for the Extraordinary General Meeting no later than the day before the meeting.

For more information on the general meeting service, additional instructions for proxies representing more than one shareholder, contact details of the service provider and instructions in case of possible disruptions can be found here: https://vagm.fi/support. The link to test the compatibility of your computer, smartphone or tablet and the network connection can be found at https://b2b.inderes.com/knowledge-base/compatibility-testing. It is recommended that you familiarise yourself with the more detailed participation instructions before the start of the Extraordinary General Meeting.

1. Other instructions/information

The language of the Extraordinary General Meeting is Finnish, and the meeting will be simultaneously translated into English.

A shareholder present at the Extraordinary General Meeting has the right to ask questions pursuant to Chapter 5, Section 25 of the Finnish Companies Act with respect to the matters to be considered at the Extraordinary General Meeting.

Information on the Extraordinary General Meeting required by the Finnish Companies Act and the Securities Markets Act is available on the Company's website at https://www.terveystalo.com/Extraordinary-General-Meeting-2026.

On the date of this notice, the total number of shares in the Company and votes represented by such shares is 127,036,531. On the date of this notice the Company and its subsidiaries hold a total of 227,067 of the Company's own shares that are not entitled to vote at the Extraordinary General Meeting.

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

In Helsinki, 8 June 2026

TERVEYSTALO PLC
The Board of Directors