Shareholders’ Nomination Board of Orthex Corporation
Orthex Corporation’s extraordinary general meeting on 5 March 2021 decided to establish a Shareholders’ Nomination Board. The Nomination Board annually prepares proposals for the election and remuneration of members of the Board of Directors to the Annual General Meeting. It is also the duty of the Nomination Board to search for new director candidates.
The extraordinary general meeting adopted a Charter of the Shareholders’ Nomination Board, which governs the appointment, composition, and duties and responsibilities of the Nomination Board. The Nomination Board has been established for the time being and can only be dissolved by a decision of the general meeting.
Representatives of the company’s four largest shareholders are appointed annually to the Nomination Board. The Chair of the Board of Directors acts as an expert member of the Nomination Board. The term of office of the members of the Nomination Board expires annually when a new Nomination Board has been appointed.
The company’s largest shareholders entitled to appointment are determined annually on the basis of the ownership information registered on 31 August in the company’s shareholder register maintained by Euroclear Finland Oy. The company’s shareholder register only consists of shareholders who are directly registered in the Finnish book-entry system. Accordingly, to be eligible for membership in the Nomination Board, a nominee-registered shareholder needs to register their shareholding in the Finnish book-entry system for at least the said date.
In case a shareholder, who under the Finnish Securities Markets Act has an obligation to disclose changes in its shareholdings and to sum up its holdings together with the holdings of certain other parties when doing so (flagging obligation), presents no later than on 31 August a written request to that effect to the Chair of the company’s Board of Directors, then the holdings of such shareholder and other parties shall be summed up for the purposes of determining the holdings of the largest shareholders.
In case two or more shareholders own an equal number of shares and, as a consequence, the four largest shareholders cannot be determined, the status of these shareholders among the four largest shareholders shall be resolved by lot.
The Chief Executive Officer shall request the four largest shareholders of the company each to appoint one member to the Nomination Board. If the shareholder does not want to exercise their appointment right, the right is transferred to the next largest shareholder, who would otherwise not have an appointment right.
Composition of the Nomination Board
According to the shareholders’ register, the company’s four largest shareholders on 31 August 2022 were Conficap Oy, Alexander Rosenlew, Ilmarinen Mutual Pension Insurance Company, and Thomasset Oy. These shareholders have appointed the following representatives to the Nomination Board:
- Maarit Toivanen, CEO and Chair of the Board of Conficap Oy
- Alexander Rosenlew
- Annika Ekman, Head of Direct Equity Investments, Ilmarinen Mutual Pension Insurance Company
- Mats Söderström, CEO of Thomasset Oy
The Nomination Board’s expert member is Sanna Suvanto-Harsaae, Chair of the Board of Orthex Corporation.
The Nomination Board shall elect the chair from amongst its members. The Nomination Board will submit its proposal for the Board composition and remuneration to the company’s Board of Directors by 31 January 2023 at the latest. The proposals will be disclosed in a stock exchange release and included in the notice of the general meeting.