Invitation to Orthex Corporation's Extraordinary General Meeting
Orthex Corporation, Stock exchange release, June 10, 2021 at 4.00 p.m. EEST
Invitation to Orthex Corporation's Extraordinary General Meeting
Orthex Corporation's shareholders are invited to an Extraordinary General Meeting, which will be held on Friday, July 2, 2021 at 3:00 pm at Suomalaistentie 7, 02270 Espoo
The Extraordinary General Meeting is convened to decide on the supplementation of the Board.
The company's Board of Directors has decided that an Extraordinary General Meeting will be held with extraordinary meeting procedures to limit the spread of the Covid-19 pandemic under the Provisional Act (375/2021), which entered into force on May 8, 2021. A shareholder or their representative may not attend the meeting in person, but can only attend the meeting and exercise the shareholder's rights by voting in advance and by making counter-proposals and asking questions in advance. More detailed instructions for shareholders can be found in Part C “Instructions for Meeting Participants” of this invitation.
A. Matters to be considered at the Extraordinary General Meeting
The following matters will be discussed at the Extraordinary General Meeting:
1 Opening of the meeting
2 Calling the meeting to order
The meeting will be chaired by Sanna Suvanto-Harsaae. If, due to serious reason Sanna Suvanto-Harsaae does not have the opportunity to serve as chairman, the Board of Directors will appoint the person it deems best to chair the meeting.
3 Election of persons to scrutinize the minutes and to supervise the counting of votes
Saara Mäkelä will scrutinize the minutes and be the supervisor of the counting of votes. If, due to serious reason, Saara Mäkelä does not have the opportunity to act as an inspector of the minutes and a supervisor of the counting of votes, the Board of Directors shall appoint a person deemed most suitable to perform the duty.
4 Recording the legality of the meeting
5 Recording the attendance of the meeting and adoption of the list of votes
Shareholders who have voted in advance in the manner specified in this invitation and who have the right to participate in the Extraordinary General Meeting pursuant to Chapter 5, Sections 6 and 6a of the Companies Act are considered to be shareholders participating in the meeting. The voting list will be confirmed based on information provided by Euroclear Finland Oy.
6 The number of Members of the Board of Directors
The Board of Directors proposes to the Extraordinary General Meeting that that the number of members of the Board of Directors of Orthex Corporation shall be increased by one to be five (5) in total.
7 Election of a new member of the Board
The Board of Directors of Orthex Corporation proposes to the Extraordinary General Meeting that Jens-Peter Poulsen is elected as a new member of the Board of Directors of Orthex Corporation as of August 1, 2021. Jens-Peter Poulsen is independent of the company and the Company’s significant shareholders and has given his consent to the election.
Jens-Peter Poulsen's CV is available on Orthex Corporation's website at:
https://investors.orthexgroup.com/extraordinary-general-meeting/
The Board's proposals pursuant to sections 6 and 7 are based on the proposal of the company's largest shareholder, Conficap Oy, and the commitments given with Conficap Oy in connection with the company's IPO.
8 Closing of the meeting
B. General Meeting documents
This invitation, which contains the proposed resolutions of the issues on the agenda of the Extraordinary General Meeting, is available on Orthex Corporation's website at:
https://investors.orthexgroup.com/extraordinary-general-meeting/
The minutes of the Extraordinary General Meeting will be available on the company's website no later than July 5, 2021.
C. Instructions for meeting participants
In order to limit the spread of the Covid-19 pandemic, an Extraordinary General Meeting will be held in such a way that a shareholder or their representative cannot attend the meeting at the meeting place. The meeting cannot be followed live, nor will a recording of the Extraordinary General Meeting be available.
Shareholders may attend the meeting and exercise their shareholder rights only by voting in advance (either in person or through a proxy), making counter-proposals and asking questions in advance as described below.
A shareholder entered in the shareholder register
A shareholder registered in the company's shareholder register maintained by Euroclear Finland Oy on 21 June 2021 has the right to participate in the Extraordinary General Meeting. A shareholder whose shares are entered in their personal Finnish book-entry account is registered in the company's shareholder register.
Registration and voting in advance
Registration for the Extraordinary General Meeting and advance voting will begin on June 21, 2021 at 10:00 am. A shareholder entered in the company's shareholder register who wishes to participate in the Extraordinary General Meeting must register no later than June 29, 2021 at 10:00 am, by which time the votes must be received.
A shareholder whose shares are registered in their Finnish book-entry account may register and vote in advance from 21 June 2021, 10:00 am to 29 June, 2021, 10:00 am electronically using Euroclear's electronic general meeting service, which is available at
https://egm.apk.fi/eGM/gm/222062280772_en/faces/jsp/login/login.xhtml
Individuals log in to the service with strong electronic identification with either online banking IDs or a mobile certificate. Entities need a shareholder's book-entry account number and a business ID or other identifier to log in.
Personal data provided by shareholders will only be used in connection with the Extraordinary General Meeting and the processing of the necessary registrations related thereto.
Use of an agent and proxies
A shareholder may attend the Extraordinary General Meeting and exercise their rights there through a proxy. The proxy must present a dated power of attorney or otherwise demonstrate in a reliable manner that they are entitled to represent the shareholder. If a shareholder participates in the Extraordinary General Meeting through several proxies who represent the shareholder with shares in different securities accounts, the shares on the basis of which each proxy represents the shareholder must be stated in connection with the registration.
Any proxies are requested to be submitted as a PDF file by e-mail to Orthex Corporation at ir@orthexgroup.com before the end of the registration period and in advance of the end of the voting period, by which time the proxies must be received.
If a shareholder submits a power of attorney to the Company in accordance with the applicable instructions before the end of the registration and advance voting period, it is considered to be a registration for the Extraordinary General Meeting, provided that all required information is included in the power of attorney. The shareholder's proxy must also vote in advance as described in this invitation.
Holder of a nominee-registered share
The holder of nominee-registered shares has the right to participate in the Extraordinary General Meeting on the basis of the shares on the basis of which they would be entitled to be entered in the shareholder register maintained by Euroclear Finland Oy on 21 June 2021. Participation also requires that the shareholder be temporarily entered in the shareholder register maintained by Euroclear Finland Oy on the basis of these shares by 29 June 2021, 10:00 am at the latest. In the case of shares entered in the nominee register, this is considered to be registration the for the Extraordinary General Meeting.
The owner of a nominee-registered share is advised to request the necessary instructions from its custodian in good time regarding registration in the temporary shareholder register, issuance of proxies and registration for the Extraordinary General Meeting. The custodian's account operator must notify the owner of the nominee-registered share to be temporarily entered in the company's shareholder register by the above-mentioned date at the latest and arrange for voting in advance on behalf of the nominee-registered shareholder.
Counter-proposals, right to ask questions and other information
Shareholders holding at least one-hundredth of all the company's shares have the right to make a counter-proposal to the voting proposals on the agenda of the Extraordinary General Meeting.
Such counter-proposals must be submitted to the company by e-mail to ir@orthexgroup.com under the heading “Extraordinary General Meeting 06/2021, counter-proposal” no later than 16 June 2021 at 4:00 pm, by which time the counter-proposals must be received. Shareholders who make a counter-proposal must submit an adequate statement of their shareholding when submitting the counter-proposal. The counter-proposal will be considered at the Extraordinary General Meeting on the condition that the shareholders who submitted the counter-proposal have the right to participate in the Extraordinary General Meeting and own at least one hundredth of all the company's shares on the record date. If the counter-proposal is not considered at the Extraordinary General Meeting, the votes cast in favor of the counter-proposal shall not be taken into account. The company will publish any counter-proposals to be put to the vote on the company's website at:
https://investors.orthexgroup.com/fi/ylimaarainenyhtiokokous/ no later than 17 June 2021.
A shareholder may submit questions referred to in Chapter 5, Section 25 of the Companies Act on matters to be discussed at the meeting by 16 June 2021 by sending the questions by e-mail to ir@orthexgroup.com. The questions asked by the shareholders, the answers of the company's management to the questions and any non-voting counter-proposals are available on the company's website at
https://investors.orthexgroup.com/fi/ylimaarainenyhtiokokous/ no later than 17 June 2021.
When asking questions, a shareholder must provide an adequate statement of their shareholding.
Orthex Corporation has a total of 17,758,854 shares and votes on the date of the notice of the Extraordinary General Meeting.
Espoo, June 10, 2021
Orthex Corporation
The Board of Directors
Further enquiries
Sanna Suvanto-Harsaae, Chair of the Board Orthex Corporation
Tel. +45 20 63 36 17
sanna@harsaae.dk
Alexander Rosenlew, CEO, Orthex Corporation
Tel. +358 (0)40 500 3826
alexander.rosenlew@orthexgroup.com
Orthex in brief
Orthex is a leading Nordic houseware producer that strives to make consumers’ everyday life easier with its products that are presented under the consumer brands SmartStore™ in storage products, GastroMax™ in kitchenware and Orthex™ in home and plant care categories. Orthex aims to be the industry forerunner in sustainability.
Orthex’s net sales in 2020 was 75.9 million euros and operating profit 12.3 million euros. The company has customers in more than 40 countries and local sales offices in Finland, Sweden, Norway, Denmark, Germany, France, and the United Kingdom. Orthex is listed on the Nasdaq Helsinki stock exchange.