Terveystalo Oyj: Terveystalo Plc's Extraordinary General Meeting has approved the proposed resolution related to the acquisition of Silmäasema Oy

Terveystalo Plc, Stock exchange release, 30 June 2026 15:40 p.m. EEST

Terveystalo Plc's Extraordinary General Meeting has approved the proposed resolution related to the acquisition of Silmäasema Oy

Terveystalo Plc's ("Terveystalo" or the "Company") Extraordinary General Meeting was held on Tuesday 30 June 2026 as a real-time virtual meeting in accordance with Chapter 5, Section 16, Subsection 3 of the Finnish Companies Act. The General Meeting approved the proposed authorisation to issue shares in connection with the acquisition of Silmäasema Oy.

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").

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 and 36,500,000 new shares in the Company to be issued to the Sellers (the "Share Consideration").

Authorising the Board of Directors to resolve on the issuance of shares in connection with the Company's proposed acquisition of Silmäasema Oy

The Extraordinary General Meeting authorised 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 on the date of the Extraordinary General Meeting, 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 was 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 valid until 30 September 2027, and the authorisation does 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.

Minutes of the Extraordinary General Meeting

The minutes of the Extraordinary General Meeting will be available on the Company's website as of 14 July 2026 at the latest.

Terveystalo Plc

More information:

CFO Juuso Pajunen
Tel. +358 40 584 9722

Distribution:

Nasdaq Helsinki Ltd
Principal media
www.terveystalo.com