ARTICLES OF ASSOCIATION
1 § Name of the company
The name of the company is Orthex Oyj in Finnish and Orthex Corporation in English.
2 § Domicile of the company
The domicile of the company is Espoo, Finland.
3 § Line of business
The line of business of the company is to, either directly or through its subsidiaries or affiliate companies, manufacture, market and sell household products. In addition, the company may directly and/or through its subsidiaries or affiliate companies purchase, sell, own and manage real property and securities. As the parent company, the company may attend to the organization, financing and purchases of the group and to other similar common tasks, as well as own real property and shares and carry on securities trading, corporate acquisitions and divestments, and other investment business.
4 § Accounting period
The accounting period of the company begins on January 1 and ends on December 31.
5 § Book-entry securities system
The company’s shares belong to a book-entry securities system.
6 § Board of Directors
The Board of Directors of the company has a minimum of four (4) and a maximum of eight (8) members. The term of office of members of the Board of Directors ends at the close of the annual general meeting of shareholders following their election. The Board of Directors elects the Chair amongst itself.
7 § Chief Executive Officer
The company has a Chief Executive Officer who is appointed by the Board of Directors.
8 § Representation rights of the company
The company is represented by the members of the Board of Directors and the Chief Executive Officer, two (2) together. The Board of Directors may also grant the right to represent the company to a member of the Board of Directors, the Chief Executive Officer and other named persons.
9 § Auditor
The auditor of the company must be an auditing firm approved by the Finnish Patent and Registration Office. The term of office of the auditor ends at the close of the annual general meeting of shareholders following the election of the auditor.
10 § Notice to the general meeting of shareholders, notification of attendance at the general meeting of shareholders and venue for the general meeting of shareholders
The notice convening the general meeting of shareholders must be delivered to the shareholders by publishing the notice on the company’s website or by a newspaper announcement which is published in one or more widely circulated daily newspapers chosen by the Board of Directors no earlier than three (3) months and no later than three (3) weeks before the meeting, and in any case at least nine (9) days before the record date of the general meeting of shareholders referred to in Chapter 5 Section 6 a of the Finnish Companies Act.
In order to be able to attend the general meeting of shareholders, the shareholder must notify the company at the latest on the date mentioned in the notice, which may be no earlier than ten (10) days before the general meeting of shareholders.
The venue for the general meeting of shareholders must be located in Helsinki, Espoo or Lohja, Finland. However, the Board of Directors may decide that the general meeting of shareholders will be held without a meeting venue so that the shareholders exercise their decision-making power during the general meeting fully and in real time using telecommunications and technical means (virtual meeting).
11 § Annual general meeting of shareholders
The annual general meeting of shareholders of the company must be held within six (6) months from the date on which the accounting period ended.
At the meeting:
the following are presented
1. the financial statements, which include the consolidated financial statements, and the report of the Board of Directors; and
2. the auditor’s report;
the following are resolved upon
3. the adoption of the financial statements;
4. the use of profits shown in the balance sheet;
5. the discharge of members of the Board of Directors and the Chief Executive Officer from liability;
6. the remuneration of the members of the Board of Directors and the auditor; and
7. the number of the members of Board of Directors;
the following are elected
8. the members of the Board of Directors; and
9. the auditor.