Shareholders’ Nomination Board of Orthex Corporation
The Shareholders’ Nomination Board consists of four (4) largest shareholders of the Company or, if the Company has more than four (4) shareholders whose shareholding and voting rights in the Company are more than 10 percent, the corresponding number of shareholders or persons appointed by them, and the Chair of the Board. The Company’s largest shareholders entitled to be appointed are determined annually in the Company’s shareholder register maintained by Euroclear Finland Oy on the basis of the ownership information registered on 31 August. The Chair of the Board acts as an expert member of the Nomination Board.
Based on the shareholder register of Orthex Corporation as of 31 August 2021, the shareholders represented in the Shareholders’ Nomination Board were Conficap Oy, Sponsor Fund Iv Ky, Alexander Rosenlew and Thomasset Oy.
In accordance with the Charter of the Shareholders’ Nomination Board, Juuso Kivinen resigned from the Nomination Board on 1 December 2021 as the shareholder he represented, Sponsor Fund IV Ky, the Company’s former majority shareholder, sold the rest of its shares in an accelerated book-building process on 17 November 2021 following the expiry of the lock-up period agreed on in connection with the Company’s IPO.
Resulting from Sponsor Fund IV Ky’s share sale, Mutual Pension Insurance Company Ilmarinen became one of the Company’s four largest shareholders and announced that it will appoint its representative to the Shareholders’ Nomination Board.
As a result, the representatives of the four largest shareholders in the Nomination Board are:
- Maarit Toivanen, CEO, Chair of Board of Directors, Conficap Oy
- Alexander Rosenlew
- Annika Ekman, Head of Direct Equity Investments, Mutual Pension Insurance Company Ilmarinen
- Mats Söderström, CEO, Thomasset Oy
and as an expert member Sanna Suvanto-Harsaae, Chair of Orthex’s Board of Directors. Maarit Toivanen chairs the Nomination Board.
The duties of the Nomination Board include:
- preparing and presenting a proposal to the Annual General Meeting concerning the remuneration of the members of the Board of Directors.
- preparing and presenting a proposal concerning the number of members of the Board of Directors to be made to the Annual General Meeting within the frames of the Articles of Association.
- preparing and presenting to the Annual General Meeting a proposal concerning the composition of the Board of Directors; and
- the search for candidates to succeed the members of the Board of Directors.