TERVEYSTALO HEALTHCARE OYJ STOCK EXCHANGE RELEASE February 19, 2009 at 1.30 p.m SUMMONS TO EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF TERVEYSTALO HEALTHCARE OYJ Star Healthcare Oy (“Star Healthcare”) has announced that it will complete the public tender offer for all of the issued and outstanding shares in Terveystalo Healthcare Oyj (“Terveystalo”) that are not owned by Terveystalo and option rights in Terveystalo (the “Tender Offer”). The sale and purchase of the shares and option rights validly tendered under the Tender Offer will be settled on or about 25 February 2009, whereupon the title and ownership to said shares and option rights will be transferred to Star Healthcare against the payment of the offer price. As a result of the completion of the Tender Offer, Star Healthcare will, after the settlement of the sale and purchase outlined above, hold 95.7 per cent of all of the shares and votes in Terveystalo and all the option rights, and has requested the Board of Directors of Terveystalo to convene an Extraordinary General Meeting of Shareholders to resolve upon the amendment of the articles of association as well as the election of a new Board of Directors. Thereby, the shareholders of Terveystalo are summoned to an Extraordinary General Meeting of Shareholders to be held on Monday, 9 March 2009 at 12.00 at the address Radisson SAS Royal Hotel Helsinki, Runeberginkatu 2, Helsinki. The registration of the registered participants and distribution of ballots will commence at 11.00. MATTERS TO BE DEALT WITH IN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS 1. Amendment of the first paragraph of section 3 of the articles of association so that the Board of Directors of the Company will comprise a minimum of three (3) members and a maximum of six (6) members. The first paragraph of section 3 of the articles of association would after the amendment read in its entirety as follows: “The administration and proper arrangement of the operations of the Company shall be taken care by the Board of Directors, which shall comprise a minimum of three (3) members and a maximum of six (6) members.” 2. Release of the current members of the Board of Directors of the Company from their office. 3. Election of new members of the Board of Directors so that Mika Herold, Håkan Johansson, Martti Kiuru and Mikael Lövgren are elected as members of the Board of Directors. The number of members of the Board of Directors would, thus, be set to four (4). RIGHT TO PARTICIPATE AND REGISTRATION Shareholders who have been recorded as shareholders in the shareholders' register maintained by Euroclear Finland Oy at the latest on Friday, 27 February 2009, have the right to participate in the General Meeting of Shareholders. In addition to the above, the shareholders must, in order to have the right to participate in the meeting, register at the latest on Friday, 27 February 2009 by 4 p.m. either in writing at the address Terveystalo Healthcare Oyj, Ratapihantie 11, FI-00520 Helsinki, by e-mail at the address leena.tekkanat@terveystalo.com, by telefax at the number +358 30 633 1632 or by telephone at the number +358 30 633 1685. The registrations must be received by the end of the registration period. Possible powers of attorney are requested to be delivered to the above mail address by the end of the registration period. Shareholders registered through nominee registration A shareholder registered through nominee registration may participate in the Extraordinary General Meeting of Shareholders if s/he has, at the latest ten (10) days prior to the date of the meeting, been temporarily recorded in the shareholders' register. In order to be registered for the meeting, a shareholder registered through nominee registration should contact her/his custodian bank in good time prior to the due date set forth above. ACCESSIBILITY OF DOCUMENTS The documents set out in chapter 5 section 21 of the Companies Act are accessible to the shareholders for one week prior to the Extraordinary General Meeting of Shareholders at the address Ratapihankatu 11, 2nd floor, 00520 Helsinki. The Company will send copies of said documents to shareholders upon request. In Helsinki on 19 February 2009 TERVEYSTALO HEALTHCARE OYJ Board of Directors FURTHER INFORMATION: Managing Director Martti Kiuru, tel. +358 30 633 1629, martti.kiuru@terveystalo.com The release is accessible at the Internet address: www.terveystalo.com INFORMATION REGARDING PROPOSED MEMBERS OF THE BOARD OF DIRECTORS: Mika Herold Member of the Board of Directors of Star Healthcare Oy, Investment Director with Bridgepoint, born in 1976, citizen of Finland, Graduate from the London School of Economics, MBA from the Helsinki School of Economics. Håkan Johansson Member of the Board of Directors of Star Healthcare Oy, Director with Bridgepoint, born in 1969, citizen of Sweden, LL.M. and BSc. (Economics) from the University of Lund. Martti Kiuru Managing Director of Terveystalo Healthcare Oyj, born in 1970, citizen of Finland, Doctor of Medicine, MSc. (Technology), University lecturer, specialist in radiology. Mikael Lövgren Chairman of the Board of Directors of Star Healthcare Oy, Partner with Bridgepoint, born in 1961, citizen of Sweden, MSc. (Economics) from the Stockholm School of Economics, law studies at the University of Stockholm. INFORMATION REGARDING STAR HEALTHCARE: Star Healthcare is a newly incorporated Finnish limited liability company ultimately owned by Bridgepoint Europe IV, the latest fund of the European private equity manager Bridgepoint. Bridgepoint is one of Europe's leading mid-market private equity managers with a 25-year track record of investing in European businesses valued up to EUR 1 billion. It has a broad experience from a large number of buy-outs and investments in a wide range of sectors. Within healthcare, Bridgepoint is an active investor having made 12 investments across Europe with a total value of EUR 4 billion since 2000 alone. Bridgepoint has made eleven investments in the Nordic region since 1995, including A-Katsastus and Huurre in Finland. www.bridgepoint.eu TERVEYSTALO: Terveystalo is Finland's leading healthcare service company, offering versatile healthcare, occupational healthcare, diagnostics and hospital services. The company has more than 100 units around the country. Terveystalo, which was founded in 2001, has grown strongly. www.terveystalo.com DISTRIBUTION: NASDAQ OMX Helsinki Ltd. Principal media www.terveystalo.com
SUMMONS TO EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF TERVEYSTALO
| Source: Terveystalo Healthcare Oyj