Page 1

Terveystalo has acquired 72 % of Swedish Feelgood Svenska AB ( publ ) and made a recommended mandatory public offer for all remaining shares 08.06.2021 Terveystalo Plc Inside Information 8 June 2021 at 08:00 EEST THIS ANNOUNCEMENT IS FOR INFORMATION ONLY AND IT IS NOT AN OFFER TO BUY OR SOLICITATION OF OFFERS TO BUY ANY SECURITIES . INFORMATION REGARDING THE OFFER TO THE SHAREHOLDERS OF FEELGOOD SVENSKA AB ( PUBL ) AS ANNOUNCED IN A SEPARATE PRESS RELEASE IS AVAILABLE ONLY TO SHAREHOLDERS IN CERTAIN PERMITTED JURISDICTIONS . THIS ANNOUNCEMENT MAY NOT BE DISTRIBUTED IN OR INTO AUSTRALIA , CANADA , HONG KONG , JAPAN , NEW ZEALAND , SOUTH AFRICA , SWITZERLAND OR THE UNITED STATES . Terveystalo announces that its wholly owned subsidiary Terveystalo Healthcare Oy ( " Terveystalo Healthcare " ) has entered into share transfer agreements to acquire 76,681,134 shares in Feelgood Svenska AB ( publ ) ( " Feelgood " ) , corresponding to 72.14 % of all shares and votes in Feelgood , thereby passing the mandatory offer threshold . Terveystalo Healthcare has announced a recommended mandatory cash offer to the remaining shareholders of Feelgood to tender all their shares in Feelgood to Terveystalo Healthcare for a consideration of SEK 5.70 ( approximately EUR 0.566 ) in cash per share ( the " Offer " ) . The total value of the Offer based on all 106,290,371 shares in Feelgood amounts to approximately SEK 606 million ( approximately EUR 60.16 million ) . Feelgood is listed on Nasdaq Stockholm . The acquisition is Terveystalo's first step in expanding its presence and services to the Swedish market . The deal brings together two industry leading platforms that complement each other in terms of people , service offering and geographical network and provides significant potential for value creation . The terms and conditions of and more detailed information about the Offer ( which is directed only to shareholders in permitted jurisdictions ) have been announced today in a separate press release which is available at . Summary of the Offer Terveystalo Healthcare owns shares corresponding to 72.14 percent of all shares and votes in Feelgood . In addition , Terveystalo Healthcare has obtained irrevocable and unconditional undertakings to accept the Offer in respect of 6.09 percent of all shares and votes in Feelgood , which together with the shares owned by Terveystalo Healthcare thus corresponds to 78.23 percent of all shares and votes in Feelgood . • Pursuant to the Offer , the shareholders of Feelgood are offered SEK 5.70 ( approximately EUR 0.566 ) in cash per share in Feelgood . Terveystalo Healthcare will neither increase the Offer consideration nor purchase any shares in Feelgood at a consideration exceeding the Offer consideration during the Offer or following the completion of the Offer , provided , however , that this statement shall not apply if a competing offer is announced . The total value of the Offer based on all 106,290,371 shares in Feelgood amounts to approximately SEK 606 million ( approximately EUR 60.16 million ) . • The Offer consideration represents a premium of : 。 43 percent compared to the closing price of SEK 3.98 ( approximately EUR 0.395 ) of Feelgood's share on Nasdaq Stockholm on 7 June 2021 , being the last day of trading before the announcement of the Offer ; • 55 percent compared to the volume - weighted average trading price of SEK 3.67 ( approximately EUR 0.364 ) for Feelgood's share on Nasdaq Stockholm during the last 30 trading days before the announcement of the Offer ; and 。 82 percent compared to the volume - weighted average trading price of SEK 3.13 ( approximately EUR 0.311 ) for Feelgood's share on Nasdaq Stockholm during the last 180 trading days before the announcement of the Offer . • Feelgood's independent bid committee has confirmed to Terveystalo Healthcare that it has unanimously decided to recommend that Feelgood's shareholders accept the Offer . The recommendation is supported by a fairness opinion from Alvarez & Marsal according to which the Offer is fair to Feelgood's shareholders from a financial point of view . • The completion of the Offer is not subject to any conditions . • An offer document regarding the Offer is expected to be published on or about 10 June 2021. The acceptance period for the Offer is expected to commence on or about 11 June 2021 and end on or about 12 July 2021. Expected settlement date is 19 July 2021 . • The Offer is subject to Swedish law and Nasdaq Stockholm's Takeover Rules . " Finland is an international pioneer in occupational health and Terveystalo a clear market leader in the field . Thanks to our scale , we have been able to invest in occupational health processes , services and digital tools . A combination with Feelgood , a leading Swedish occupational healthcare company , is a perfect first step for us in scaling our capabilities beyond Finland's borders . With the combination , the number of employees covered by our occupational health services will more than double to over 1.5 million . In the future , we can offer this customer base new and more diverse health and well - being services by leveraging our advanced digital tools , broader geographical network , as well as our combined occupational health expertise . Together with Feelgood , we have the opportunity to create significant added value for our customers , employees and owners . We warmly welcome the Feelgood team to Terveystalo and look forward to our cooperation to promote future growth " , commented Ville Iho , President and CEO of Terveystalo . Overview of Feelgood's healthcare operations Feelgood is one of Sweden's leading healthcare companies . Feelgood employs approximately 700 employees who serve customers both digitally and physically on 120 locations in Sweden . Feelgood offers services within occupational healthcare , organization and leadership , substance abuse in the workplace , as well as private healthcare and well - being through the digital service , Feelgood Plus .