Pihlajalinna Plc Stock Exchange Release 31 March 2026 at 2:00 p.m. EEST
Resolutions of the Annual General Meeting and the constitutive meeting of the Board of Directors of Pihlajalinna Plc
The Annual General Meeting of Pihlajalinna Plc was held in Tampere on 31 March 2026. The meeting approved the company's financial statements and the included consolidated financial statements for 2025 and discharged the members of the Board of Directors and the CEO who served during the 2025 financial year from liability.
Dividend
In accordance with the proposal of the Board of Directors, the Annual General Meeting resolved that based on the adopted balance sheet for the financial year that ended on 31 December 2025, EUR 0.53 per share will be distributed as a dividend. The dividend will be paid to shareholders who, on the dividend payment record date of 2 April 2026, are registered in the company's shareholders' register maintained by Euroclear Finland Oy. The dividend will be paid on 13 April 2026.
Remuneration Report
The Annual General Meeting approved the 2025 Remuneration Report for governing bodies. The resolution on the Remuneration Report is advisory.
Remuneration of the members of the Board of Directors
The Annual General Meeting resolved that the board members elected at the General Meeting will be paid the following annual fees for the term ending with the 2027 Annual General Meeting: Chair of the Board of Directors EUR 66,000 (EUR 66,000 in 2025), Vice Chair of the Board and the Chairs of the Committees EUR 44,000 (EUR 44,000) and other members EUR 33,000 (EUR 33,000).
The Annual General Meeting further resolved that the Chair of the Board of Directors be paid a meeting fee of EUR 1,000 (EUR 1,000) for each Board meeting and EUR 660 (EUR 1,000) for each Committee meeting, and other board members EUR 660 (EUR 660) for each Board and Committee meeting. In addition, reasonable travelling expenses shall be paid according to the Company travel rules.
The annual remuneration shall be paid in company shares and money in such a way that approximately 40 per cent of the remuneration is used to procure company shares on behalf and in the name of the members of the Board of Directors and the remainder is paid in money. The remuneration can be paid either entirely or partially in money, if the member of the Board of Directors has on the day of the General Meeting, 31 March 2026, been in possession of over EUR 1,000,000 worth of company shares. The company will pay any costs and transfer tax related to the purchase of the company shares. The remuneration to be paid in shares can be paid by transferring company shares in possession of the company to the members of the Board of Directors or by procuring shares directly on the behalf of the Board members within three weeks after the interim report for the period of 1 January-31 March 2026 has been published. If this is not possible, due to legal or other regulatory reasons, such as insider regulations, the shares will be transferred or procured at the first available time after this or, alternatively, the remuneration is paid in money. If the term of a member of the Board of Directors terminates before the Annual General Meeting of 2027, the Board has the right to decide upon potential reclaim of the annual remunerations as it deems appropriate. The meeting fee will be paid in money.
Composition of the Board of Directors
The Annual General Meeting resolved that the number of members of the Board of Directors would be six (6). Kim Ignatius, Heli Iisakka, Tiina Kurki, Jukka Leinonen, Leena Niemistö and Mikko Wirén were re-elected to serve as members of the Board of Directors until the next Annual General Meeting.
The Annual General Meeting elected Jukka Leinonen as the Chair of the Board and Leena Niemistö as the Vice Chair of the Board.
Auditor
Ernst & Young Oy, Authorised Public Accountant firm, was elected as the company's auditor for the financial period 2026. The principal auditor will be Johanna Winqvist-Ilkka, Authorised Public Accountant (APA). The auditor's remuneration will be paid against an invoice approved by the company.
Sustainability reporting assurer
Authorised Sustainability Audit Firm Ernst & Young Oy was elected as the company's sustainability reporting assurer for the financial period 2026. The principal sustainability reporting auditor will be Johanna Winqvist-Ilkka, Authorised Public Accountant (APA) and Authorised Sustainability Auditor (ASA). The sustainability reporting assurer's remuneration will be paid against an invoice approved by the company.
Authorising the Board of Directors to resolve on the repurchase of the company's own shares
The Annual General Meeting authorised the Board of Directors to decide on the repurchase of a maximum of 2,260,000 of the company's own shares, in one or several batches, which corresponds to approximately 10 per cent of the company's present shares. By virtue of the authorisation, own shares may be repurchased only by using unrestricted equity.
Own shares can be repurchased at a price formed in trading on regulated market on the date of the repurchase or otherwise at a price formed on the market. Derivatives, among other things, may also be used in the repurchase. The Board of Directors will decide how shares are repurchased. Own shares can be repurchased otherwise than in proportion to the shares held by shareholders (directed repurchase), if there is a weighty financial reason for the company to do so.
This authorisation revokes the authorisation granted by the General Meeting on 24 April 2025 to decide on the repurchase of the company's own shares. The authorisation will be valid until the end of the next Annual General Meeting, however no later than 30 June 2027.
Authorising the Board of Directors to resolve on the issuance of shares and other special rights entitling to shares
The Annual General Meeting authorised the Board of Directors to resolve on the issuance of shares and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Companies Act, in one or more batches as follows.
The total number of shares to be issued by virtue of the authorisation shall not exceed 2,260,000, which corresponds to approximately 10 per cent of the company's present shares. The authorisation concerns both the issuance of new shares and conveying the company's own shares.
The Board of Directors decides on all other terms and conditions of the issuance of shares and other special rights entitling to shares and has the right to deviate from the shareholder's pre-emptive subscription right (directed issue) if there is a weighty financial reason for the company to do so. The authorisation may be used, for example, to finance corporate acquisitions or other business arrangements and investments, or to implement the company's share-based incentive schemes and for other purposes to be decided upon by the company's Board of Directors.
This authorisation revokes the authorisation granted by the General Meeting on 24 April 2025 to decide on the issuance of shares and special rights entitling to shares. The authorisation will be valid until the end of the next Annual General Meeting, however no later than 30 June 2027.
The minutes of the Annual General Meeting will be available as of no later than 14 April 2026 on the Pihlajalinna Plc investor website at pihlajalinna.fi/en/investors.
The constitutive meeting of Pihlajalinna Plc's Board of Directors
The Board of Directors of Pihlajalinna Plc elected the following members to committees at its constitutive meeting held on 31 March 2026:
Audit Committee: Kim Ignatius (Chair), Heli Iisakka and Tiina Kurki
People and Sustainability Committee: Leena Niemistö (Chair), Jukka Leinonen ja Mikko Wirén
Pihlajalinna Plc
Further information:
Tuula Lehto
Executive Vice President, Communications, Marketing and Sustainability
tel. +358 40 588 5343, tuula.lehto@pihlajalinna.fi
Distribution:
Nasdaq Helsinki Ltd.
Key media
pihlajalinna.fi/en/investors
Pihlajalinna in brief
Pihlajalinna is a healthcare reformer, building effective care pathways and the most attractive corporate culture in the industry. Pihlajalinna is the most committed partner for insurance partners', corporations' and the public sector's success. The Group provides comprehensive, high-quality services through private clinics, hospitals, remote channels, work ability-supporting occupational healthcare as well as social and healthcare solutions for the public sector that deliver overall cost effectiveness. Approximately 4,500 employees and 2,300 practitioners work at Pihlajalinna. In 2025, Pihlajalinna's revenue was 652 million euros. Pihlajalinna's shares are listed on Nasdaq Helsinki Oy. Read more www.pihlajalinna.fi.
