Orthex Oyj — Proxy Solicitation & Information Statement 2021

Jun 10, 2021

Invitation to Orthex Corporation's Extraordinary General Meeting

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.

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