Pihlajalinna Plc   Stock Exchange Release    19 January 2026 at 9:45 a.m. EET

Proposals of Pihlajalinna Plc’s Shareholders’ Nomination Board to the 2026 Annual General Meeting

The Pihlajalinna Shareholders’ Nomination Board has submitted its proposals to the Company’s Board of Directors, to be presented to the Annual General Meeting 2026.

Board of Directors – number of members and composition

The Shareholders’ Nomination Board proposes the following to the Annual General Meeting of Pihlajalinna Plc on 31 March 2026:

• The number of members of the Board of Directors would be confirmed six (6)
• The present members of the Board of Directors Kim Ignatius, Heli Iisakka, Tiina Kurki, Jukka Leinonen, Leena Niemistö and Mikko Wirén would be re-elected for the new term. 
• Jukka Leinonen would be elected as the Chair of the Board of Directors and Leena Niemistö as the Vice Chair. 

All proposed members of the Board of Directors have granted their consent to be elected. The proposed members’ personal information, key positions of trust and the assessment of their independence are available on the Company’s website at: https://www.pihlajalinna.fi/en/investors/corporate-governance/board-of-directors.

With regard to the selection procedure for the members of the Board of Directors, the Shareholders’ Nomination Board recommends that shareholders take a position on the proposal as a whole at the General Meeting. This recommendation is based on the fact that in Pihlajalinna, in line with a good Nordic governance model, the Shareholders’ Nomination Board is separate from the Board of Directors. The Shareholders’ Nomination Board, in addition to ensuring that individual nominees for membership of the Board of Directors possess the required competence, is also responsible for making sure that the proposed Board of Directors as a whole has the best possible expertise and experience for the Company and that the composition of the Board of Directors also meets other requirements of the Finnish Corporate Governance Code for listed companies. 

Remuneration of the members of the Board of Directors 

The Shareholders’ Nomination Board proposes to the Annual General Meeting that the remuneration of the members of the Board of Directors remain at the level approved by the 2025 Annual General Meeting.

The Shareholders’ Nomination Board proposes that the board members elected at the General Meeting be paid the following annual fees for the term ending with the 2027 Annual General Meeting:

• Chair of the Board EUR 66,000
• Vice Chair of the Board and the Chairs of the Committees EUR 44,000 and 
• other members EUR 33,000.

In addition, the Nomination Board proposes that meeting fees be paid as follows:

• to the Chair of the Board, EUR 1,000 for each meeting of the Board and EUR 660 for each meeting of a Board Committee; and
• to the other members, EUR 660 for each meeting of the Board and its Committees.

In addition, reasonable travelling expenses shall be paid according to the Company travel rules. 

It is proposed that the annual fee be paid partly in the Company’s shares and partly in cash, whereby approximately 40 per cent of the fee is used to acquire the Company’s shares in the name and on behalf of the members of the Board of Directors, and the remainder is paid in cash, primarily to cover the taxes payable on the annual fee. 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 part of the remuneration payable in shares may be settled either by transferring the Company’s own shares held in treasury to the members of the Board of Directors or by acquiring the shares on behalf of the members of the Board of Directors within three weeks of the publication of the Interim Report for the first quarter of 2026. Should this not be possible for legal or regulatory reasons, the shares will be transferred or acquired at the earliest possible subsequent date, or alternatively, the fee will be paid in cash. If the term of a member of the Board of Directors terminates before the Annual General Meeting of 2027, the Board of Directors has right to decide upon potential reclaim of the annual remunerations as it deems appropriate. The meeting fees would be paid in cash.

The proposals of the Nomination Board are included in the notice to the Annual General Meeting, which is to be published later.

The Pihlajalinna Shareholders’ Nomination Board consists of the Chair Sari Heinonen (LähiTapiola Group), Mikko Wirén (MWW Yhtiö Oy), Hanna Hartikainen (Fennia Mutual Insurance Company) and Carl Pettersson (Elo Mutual Pension Insurance Company). In addition, the Chair of the Board of Directors of Pihlajalinna Plc Jukka Leinonen has participated in the work of the Nomination Board as an expert member. 

Pihlajalinna Plc

Further information:

Tuula Lehto Executive Vice President, Communications, Marketing and Sustainability
tel. +358 40 5885 343, [email protected]

Distribution:

Nasdaq Helsinki Ltd.
Key media
investors.pihlajalinna.fi

Pihlajalinna in brief

Pihlajalinna is a healthcare reformer, building effective care pathways and the most attractive corporate culture in the industry. Pihlajalinna offers customer-driven and effective service models to its partners: insurance companies, corporations and wellbeing services counties. The Group provides comprehensive, high-quality services through private clinics, hospitals, remote channels, occupational healthcare, and tailored social and healthcare solutions for the public sector. Approximately 5,000 employees and 2,200 practitioners work at Pihlajalinna. In 2024, Pihlajalinna's revenue was 704 million euros. Pihlajalinna's shares are listed on Nasdaq Helsinki Oy. Read more www.pihlajalinna.fi.