Orthex Oyj — Proxy Solicitation & Information Statement 2025

Mar 12, 2025

Orthex Corporation: Notice to the Annual General Meeting 2025

Orthex Corporation: Notice to the Annual General Meeting 2025

Orthex Corporation, Stock exchange release, 12 March 2025 at 10.00 a.m. EET
Notice is given to the shareholders of Orthex Corporation of the Annual General
Meeting to be held on Tuesday, 29 April 2025 starting at 10.00 a.m. EEST at the
company's headquarters at the address Suomalaistentie 7, Espoo, Finland.
Reception of persons registered for the meeting and the distribution of voting
tickets will commence at the meeting venue at 9.00 a.m. EEST.

The company's shareholders can exercise their voting rights also by voting in
advance. Instructions for voting in advance are provided in section C of this
notice.

Shareholders may also submit questions referred to in Chapter 5, Section 25 of
the Limited Liability Companies Act with respect to matters to be discussed at
the meeting. Instructions for submitting questions in writing prior to the
meeting are provided in section C of this notice.

A. Matters on the agenda of the general meeting

The following matters will be discussed at the general meeting:

1 Opening of the meeting

2 Calling the meeting to order

3 Election of persons to scrutinize the minutes and to supervise the counting of
votes

4 Recording the legality of the meeting

5 Recording the attendance at the meeting and adoption of the list of votes

6 Presentation of the financial statements, the Board of Directors' report and
the auditor's report for the year 2024

• Review by the CEO

The company's annual and sustainability report, including the financial
statements, the Board of Directors' report and the auditor's report for the year
2024, will be available on the corporate website during week 13 at the latest.

7 Adoption of the financial statements

The Board of Directors proposes to the general meeting that the financial
statements be adopted.

8 Use of the profit shown on the balance sheet and resolution on the
distribution of dividend

According to the financial statements to be adopted for the financial year ended
31 December 2024, the parent company's distributable funds amount to EUR
21,204,617.74, including the profit for the period of EUR 5,946,289.82.

The Board of Directors proposes to the general meeting that based on the
financial statements to be adopted for the financial year ended on 31 December
2024, shareholders be paid a dividend of EUR 0.22 per share totalling
approximately EUR 3.9 million based on the number of registered shares in the
company at the time of the proposal.

The dividend is proposed to be paid in two instalments as follows:

· The first instalment of the dividend amounting to EUR 0.11 per share will be
paid to a shareholder who is registered in the company's shareholder register
held by Euroclear Finland Oy on the record date of the first instalment of the
dividend payment 2 May 2025. The Board of Directors proposes that the first
instalment of the dividend be paid on 9 May 2025.
· The second instalment of the dividend amounting to EUR 0.11 per share will
be paid in October 2025 to a shareholder who is registered in the company's
shareholder register held by Euroclear Finland Oy on the record date of the
second instalment of the dividend payment 1 October 2025. The Board of Directors
proposes that the second instalment of the dividend be paid on 8 October 2025.
The Board of Directors further proposes that the Board be authorised to decide,
if necessary, on a new record date and date of payment for the second instalment
of the dividend should the rules of Euroclear Finland Oy or statutes governing
the Finnish book-entry system change or otherwise so require.

There have been no significant changes in the parent company's financial
position after the financial year-end. The company's liquidity is good, and the
Board of Directors deems that the company's solvency will not be jeopardised by
the proposed dividend distribution.

9 Resolution on the discharge of the members of the Board of Directors and the
CEO from liability for the financial year 1 January - 31 December 2024

10 Review of the remuneration report for governing bodies

The Board of Directors proposes to the general meeting that the remuneration
report for governing bodies 2024 be approved. The resolution on the remuneration
report is advisory. The company's remuneration report for governing bodies will
be available on the corporate website during week 13 at the latest.

11 Resolution on the remuneration of the members of the Board of Directors

The Shareholders' Nomination Board proposes to the general meeting that the
monthly remuneration of the members of the Board of Directors remains the same
and that the Chair of the Board of Directors be paid a monthly fee of EUR 4,000
and other members of the Board of Directors a monthly fee of EUR 2,000. The
Nomination Board further proposes an introduction of meeting-specific fees so
that a meeting fee of EUR 250 is paid for a meeting held in the Board member's
country of residence or as a remote meeting, and a meeting fee of EUR 500 for a
meeting held elsewhere than in the Board member's country of residence and that
reasonable travel and other expenses related to the Board work be reimbursed in
accordance with the company's travel rules.

12 Resolution on the number of members of the Board of Directors

The Shareholders' Nomination Board proposes to the general meeting that the
number of members of the Board of Directors be resolved to be five (5).

13 Election of members of the Board of Directors

The Shareholders' Nomination Board proposes to the general meeting that Sanna
Suvanto-Harsaae, Markus Hellström, Jyrki Mäki-Kala, and Anette Rosengren be re
-elected to the Board and that Tuomas Yrjölä be elected as a new member to the
Board, all for a term of office ending at the end of the next Annual General
Meeting.

The new director nominee Tuomas Yrjölä (b. 1978) is Finnish citizen living in
Germany and holds a master's degree in economics. He has made his entire
professional career in consumer goods business outside Finland and is currently
President of Global Marketing and Innovation and member of the Executive
Management Team at the Swedish Essity Aktiebolag which is a publicly listed
leading hygiene and health company. Prior to this, he held the position of
President, Global Brand, Innovation, and Sustainability, and earlier the
position of Vice President carrying responsibility for Essity's Global Baby Care
and Feminine Care categories. Mr Yrjölä started his professional career at the
American multinational consumer goods corporation Procter & Gamble where he made
over ten-year career in managerial positions with responsibilities in brand
management and marketing in Sweden, Switzerland and the USA.

All director nominees have consented to their election and confirmed that they
are independent of the company and its significant shareholders. Background
information on the director nominees is available on the corporate website
at Board of Directors - Orthex
Group (https://investors.orthexgroup.com/governance/board-of-directors/).

14 Resolution on the remuneration of the auditor

The Board of Directors proposes to the general meeting that the remuneration of
the auditor be paid according to an invoice approved by the company.

15 Election of auditor

The Board of Directors proposes to the general meeting that Ernst & Young Oy, a
firm of Authorised Public Accountants, be re-elected the company's auditor for a
term of office ending at the end of the next Annual General Meeting. Ernst &
Young Oy has informed the company that Authorised Public Accountant Mikko
Rytilahti will continue as the signing audit partner.

16 Resolution on the remuneration of the sustainability reporting assurer

Orthex Corporation will publish, if needed, a sustainability report for the
first time as a part of the Board of Directors' report for the financial year
2025. Pursuant to the Limited Liability Companies Act, Chapter 7, Section 6 a,
the general meeting shall elect the assurer of the sustainability reporting.
Such assurer may be an Authorised Sustainability Auditor, or an Authorised
Sustainability Audit Firm as referred to in the Auditing Act.

The Board of Directors proposes to the general meeting that the remuneration of
the sustainability reporting assurer be paid according to an invoice approved by
the company.

17 Election of the sustainability reporting assurer

The Board of Directors proposes to the general meeting that Authorised
Sustainability Audit Firm Ernst & Young Oy be elected as the sustainability
reporting assurer for a term of office ending at the end of the next Annual
General Meeting.

18 Authorising the Board of Directors to decide on acquisition of the company's
own shares

The Board of Directors proposes to the general meeting that the Board of
Directors be authorised to decide on acquisition of the company's own shares on
the following terms and conditions:

1. Number of shares to be acquired

Pursuant to the authorisation, the Board of Directors is authorised to decide on
the acquisition of a maximum of 175,000 shares in the company corresponding to
approximately 1.0 percent of all the company shares. The shares can be acquired
in one or several instalments.

1. Directed acquisition

Pursuant to the authorisation, shares can be acquired otherwise than in
proportion to the shareholders' ownership in the company (directed acquisition).

1. Purchase price

Shares may be acquired at the prevailing market price formed in public trading
on the date of the acquisition or otherwise at a price formed at the market.
Pursuant to the authorisation, the Board of Directors may decide to acquire the
shares only with the company's unrestricted equity.

1. Purpose of use

Shares will be acquired to be used in developing the company's capital
structure, in financing potential mergers and acquisitions, investments, and/or
other business-related arrangements, in implementing the company's incentive
schemes, or to be held, conveyed otherwise, or cancelled by the company.

1. Other terms and validity

The authorisation shall revoke all earlier corresponding authorisations. The
Board of Directors shall decide on all other terms and conditions related to the
acquisition of own shares. The authorisation will be valid until 30 June 2026.

19 Authorising the Board of Directors to decide on the issuance of shares and
special rights entitling to shares

The Board of Directors proposes to the general meeting that the Board of
Directors be authorised to decide on

(i) issuing new shares and/or

(ii) conveying treasury shares and/or

(iii) granting option and other special rights referred to in Chapter 10,
Section 1 of the Limited Liability Companies Act on the following terms and
conditions:

1. Right to shares

New shares may be issued, and treasury shares conveyed to the company's
shareholders in proportion to their existing shareholdings in the company, or in
deviation from the shareholders' pre-emptive right, through a directed share
issue if there is a weighty financial reason for it from the company's point of
view.

New shares may be issued also without payment to the company itself.

1. Share issue against payment and without payment

New shares may be issued, and treasury shares conveyed either against payment
(share issue against payment) or without payment (share issue without payment).
A directed share issue may be a share issue without payment only if there is an
especially weighty financial reason for it from the company's point of view and
taking into account the interests of all its shareholders. The authorisation may
then be used for mergers and acquisitions or to finance other business-related
investments, to maintain and increase the group's solvency, to implement
incentive schemes, to expand the ownership base or to develop the capital
structure.

1. Maximum number of shares

A total maximum of 1,600,000 shares may be issued and/or treasury shares
conveyed in one or several instalments (including shares that can be issued
based on the special rights) corresponding to approximately 9 per cent of all
the shares in the company at the time of the proposal.

1. Granting of option and other special rights

The Board of Directors may grant option and other special rights referred to in
Chapter 10, Section 1 of the Limited Liability Companies Act, which carry the
right to receive new shares or treasury shares against payment.

The maximum number of new shares that may be subscribed and treasury shares that
may be conveyed by virtue of the option and other special rights granted by the
company totals 1,600,000 shares. This number is included in the total maximum
number stated in section 3 above.

1. Recording of the subscription price in the balance sheet

The subscription price of the new shares and the consideration payable for the
treasury shares shall be recorded in the invested unrestricted equity fund.

1. Other terms and validity

The authorisation shall revoke all earlier corresponding authorisations. The
Board of Directors shall decide on all other terms and conditions related to the
issuance of new shares, conveyance of treasury shares or issuance of special
rights entitling to shares. The authorisations will be valid until 30 June 2026.

20 Closing of the meeting

B. Documents of the general meeting

This notice, which includes all resolution proposals on the agenda of the
general meeting, is available on Orthex Corporation's website at Annual General
Meeting 2025 - Orthex
Group (https://investors.orthexgroup.com/governance/general-meeting/agm2025/).
Orthex Corporation's Annual and Sustainability Report 2024, which includes the
financial statements, the Board of Directors' report, the auditor's report, and
the remuneration report for governing bodies will be available on said website
during week 13 at the latest. The resolution proposals and the other
aforementioned documents will be available at the general meeting as well. The
minutes of the general meeting will be available on said website on 13 May 2025
at the latest.

C. Instructions for meeting participants

1. A shareholder registered in the shareholder register

A shareholder registered in the company's shareholder register maintained by
Euroclear Finland Oy on the record date of the general meeting 15 April 2025 has
the right to attend the general meeting. A shareholder whose shares are
registered in their personal Finnish book-entry account or equity savings
account is registered in the company's shareholder register. Shareholders may
attend the meeting and exercise their shareholder rights also by voting in
advance (either in person or through a proxy).

Registration for the general meeting and voting in advance will begin on 27
March 2025 at 10.00 a.m. EET. A shareholder entered in the company's shareholder
register who wishes to attend the general meeting must register for the meeting
and may vote in advance no later than 23 April 2025 at 10.00 a.m. EEST, by which
time the registration shall be completed, and votes received. You can register
for the meeting:

a. through the corporate website at Annual General Meeting 2025 - Orthex
Group (https://investors.orthexgroup.com/governance/general-meeting/agm2025/)
following the instructions available there.

For shareholders that are private individuals, online registration and advance
voting require secured strong authentication, and a shareholder may register and
vote by logging in using their personal Finnish online banking codes or a mobile
ID.

For shareholders that are legal entities, no strong online authentication is
required. However, the shareholder shall provide the number of its Finnish book
-entry account and other required information. If a shareholder that is a legal
entity uses the online Suomi.fi authorisation service described further below,
the registration by the proxy representative requires strong online
authentication by means of personal online banking codes or a mobile ID.

b. by email to ir@orthexgroup.com

When registering for the meeting, shareholders are requested to submit certain
information, such as the shareholder's name, date of birth or business ID,
address, telephone number and e-mail address as well as the name of the
shareholder's potential assistant or proxy representative and the personal
identification code of the proxy representative. Any personal data provided by
shareholders to Orthex Corporation will only be used in connection with the
general meeting and the processing of the necessary registrations related
thereto.

1. Holder of a nominee-registered share

A holder of nominee-registered shares has the right to participate in the
general meeting by virtue of such shares based on which they would be entitled
to be registered in the shareholder register maintained by Euroclear Finland Oy
on the record date of the general meeting 15 April 2025. The participation also
requires that the shareholder be temporarily entered in the shareholder register
maintained by Euroclear Finland Oy based on such shares by 24 April 2025 at
10.00 a.m. EEST at the latest. Regarding nominee-registered shares, this
constitutes a due registration for the general meeting. Changes in shareholdings
that have taken place after the record date of the general meeting have no
effect on the shareholder's right to attend the meeting or on the number of the
shareholder's votes.

A holder of a nominee-registered share is advised to request the necessary
instructions from its custodian in due course regarding registration in the
temporary shareholder register, issuance of proxy documents and voting
instructions, registration for the general meeting, and advance voting. The
custodian's account manager shall register the holder of the nominee-registered
share, who wishes to attend the annual general meeting, temporarily in the
company's shareholder register by the above-mentioned date and time at the
latest and, if needed, to vote in advance on behalf of the holder of the nominee
-registered share prior to the end of the registration period regarding holders
of nominee-registered shares. Further information is also available on the
corporate website at Annual General Meeting 2025 - Orthex
Group (https://investors.orthexgroup.com/governance/general-meeting/agm2025/).

1. Proxy representative and powers of attorney

A shareholder may attend the general meeting and exercise their rights thereat
through a proxy representation. Also, the proxy representative may, if they wish
to do so, vote in advance in a manner described in this notice. The proxy
representative shall present a dated proxy document or power of attorney or
otherwise demonstrate in a reliable manner that they are entitled to represent
the shareholder at the general meeting. A template for a power of attorney is
available on the corporate website at Annual General Meeting 2025 - Orthex
Group (https://investors.orthexgroup.com/governance/general-meeting/agm2025/).
If a shareholder participates in the general meeting through several proxy
representatives representing the shareholder's shares in different securities
accounts, the shares based on which each proxy representative represents the
shareholder must be disclosed when registering for the meeting.

Any proxy documents and power of attorneys are requested to be submitted as a
pdf-file by e-mail to ir@orthexgroup.com prior to the end of the registration
period. In addition to submitting these documents, shareholder, or their
representative needs to register for the general meeting in a manner described
above in this notice.

Entity shareholders can authorise a proxy representative also by using the
online Suomi.fi authorisation service instead of a traditional power of
attorney. The proxy representative is nominated at the address www.suomi.fi/e
-authorizations (mandate theme “Representation at the General Meeting”). When
the proxy representative registers the entity for the general meeting, they must
identify themselves with strong online identification, after which the online
authorisation will be checked automatically. Strong online identification
requires either online banking codes or a mobile ID. Further information on
online authorisation is available at https://www.suomi.fi/e-authorizations.

1. Voting in advance

Shareholders whose shares are registered in their Finnish book-entry or equity
savings account may vote in advance on certain items on the agenda of the
general meeting between 27 March 2025 at 10.00 a.m. EET and 23 April 2025 at
10.00 a.m. EEST through the corporate website at Annual General Meeting 2025 -
Orthex Group (https://investors.orthexgroup.com/governance/general
-meeting/agm2025/) following the instructions available there and above in
section C.1.

A shareholder who has voted in advance may use the right to ask questions under
the Limited Liability Companies Act only in writing in advance and can demand a
vote only if they or their proxy representative attend the general meeting at
the meeting venue.

With regard to nominee-registered shareholders, the advance voting takes place
through their custodian's account manager. The account manager can vote in
advance on behalf of the nominee-registered shareholders represented by it in
accordance with the voting instructions provided by them within the registration
period set for nominee-registered shareholders.

The agenda items subject to advance voting are deemed to be presented unchanged
at the general meeting. The terms and conditions as well as instructions
regarding the online advance voting will be available on the corporate website
at Annual General Meeting 2025 - Orthex
Group (https://investors.orthexgroup.com/governance/general-meeting/agm2025/).

1. Right to ask questions and other instructions/information

A shareholder attending the general meeting has the right to ask questions
referred to in Chapter 5, Section 25 of the Limited Liability Companies Act on
matters on the agenda of the meeting. A shareholder, who has the right to attend
the meeting as described in sections C.1 and C.2 of this notice, may submit
questions referred to in Chapter 5, Section 25 of the Limited Liability
Companies Act on matters on the agenda of the meeting also by e-mail to
ir@orthexgroup.com until 23 April 2025 at 10.00 a.m. EEST. The corporate
management will answer to those questions on the corporate website at Annual
General Meeting 2025 - Orthex
Group (https://investors.orthexgroup.com/governance/general-meeting/agm2025/)
prior to the general meeting. When asking questions, a shareholder shall provide
sufficient evidence of their shareholding.

Changes in shareholdings that have taken place after the record date of the
general meeting have no effect on the shareholder's right to attend the meeting
or on the number of the shareholder's votes.

Orthex Corporation has a total of 17,758,854 shares and votes on the date of the
notice to the general meeting.

There will be no live webcast of the meeting, nor a recording of the meeting
available for a later review.

Espoo, 11 March 2025

Orthex Corporation

The Board of Directors

Further enquiries:
Alexander Rosenlew, CEO, Orthex Corporation
Tel. +358 (0)40 500 3826
alexander.rosenlew@orthexgroup.com
Saara Mäkelä, CFO, Orthex Corporation
Tel. +358 (0)40 083 8782
saara.makela@orthexgroup.com
Distribution:
Nasdaq Helsinki Ltd
Main media
https:/investors.orthexgroup.com/

Orthex in brief
Orthex (ORTHEX, Nasdaq Helsinki, Finland) is a leading Nordic houseware company.
Orthex offers a broad assortment of practical and durable household products
with a mission to make consumers' everyday life easier. Orthex main consumer
brands are SmartStore™ in storage products, GastroMax™ in kitchenware and
Orthex™ in home and garden products. Orthex aims to be the industry forerunner
in sustainability by offering safe and long-lasting products and reducing its
carbon footprint by increasing the share of recycled and renewable raw
materials. Read more www.orthexgroup.com.

Orthex's net sales in 2024 were 89.7 million euros. The company has customers in
more than 40 countries and local sales organisations in the Nordics, Germany,
France, the UK, and the Benelux.

Follow Orthex on LinkedIn (https://www.linkedin.com/company/orthexgroup) |
Facebook (https://www.facebook.com/Orthex-Group-933475916759915/?fref=ts)|
Instagram (https://www.instagram.com/orthexgroup/)

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