Notice of the Annual General Meeting of Optomed Plc

Optomed Plc     Stock Exchange Release             19 May 2020 at 12.00, Helsinki

Notice of the Annual General Meeting of Optomed Plc

Notice is given to the shareholders of Optomed Plc of the Annual General Meeting to be held on Thursday, 11 June 2020 at 10:00 a.m. (EEST) at Life Science Center Keilaniemi, Keilaranta 16 B, FI-02150 Espoo, Finland. Shareholders of the Company can only participate in the meeting and exercise their shareholders’ rights by voting in advance or through a proxy presentative as well as by posing counterproposals and questions in advance. Instructions for shareholders are further described in this notice under Section C Instructions for the participants in the Annual General Meeting. It is not possible to attend the meeting in person.

The Board of Directors of the Company has resolved on extraordinary meeting procedures pursuant to the temporary legislation adopted by the Finnish Parliament on 24 April 2020. In order to prevent the spread of the COVID-19 pandemic, the Company has resolved to take actions enabled by the temporary legislation in order to hold the meeting in a predictable manner, taking into account the health and safety of the Company‘s shareholders, personnel and other stakeholders. For these reasons, the Annual General Meeting will be held without shareholders’ and their proxy representatives’ presence at the venue of the meeting. Shareholders and their proxy representatives can only participate in the meeting and use shareholders’ rights by voting in advance as well as by posing counterproposals and questions in advance.

A.                      Matters on the agenda of the Annual General Meeting

At the Annual General Meeting, the following matters will be considered:

1                        Opening of the meeting

2                        Calling the meeting to order

Klaus Ilmonen, Attorney-at-law, will act as Chairman of the Annual General Meeting. Should Klaus Ilmonen be prevented for a weighty reason from acting as Chairman, the Board of Directors of the Company will appoint the person it deems most suitable to act as Chairman of the Annual General Meeting.

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

Sakari Knuutti, Chief Legal Officer of the Company, will scrutinize the minutes and supervise the counting of votes at the Annual General Meeting. Should Sakari Knuutti be prevented for a weighty reason from scrutinizing the minutes and supervising the counting of votes, the Board of Directors will appoint the person it deems most suitable to scrutinize the minutes and 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

Shareholders who have voted in advance in accordance with the instructions of this notice and who in accordance with Chapter 5, Section 6 and 6a of the Finnish Companies Act have the right to attend the meeting will be recorded to have attended the meeting.

6                        Presentation of the Financial Statements, the Report of the Board of Directors and the Auditor’s Report for the year 2019

Since the Annual General Meeting may only be attended through advance voting, the Company's Annual Report published on 20 March 2020, which includes the Company’s Financial Statements, the Report of the Board of Directors and the Auditor’s Report, and which is available on the Company’s website at www.optomed.com/annual-general-meeting-2020/, is deemed to have been presented to the Annual General Meeting.

7                        Adoption of the Financial Statements

8                        Resolution on the use of profit shown on the balance sheet and the distribution of funds

The Board of Directors proposes to the Annual General Meeting that no dividend shall be paid for the financial period 2019. As Optomed Plc made a loss for the financial period 2019, no minority dividend can be demanded.

9                        Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial period 1 January 2019 – 31 December 2019

10                      Adoption of the Remuneration Policy for governing bodies

Since the Annual General Meeting may only be attended through advance voting, the Remuneration Policy published by the Company as an appendix to this notice and which is available on the Company’s website at www.optomed.com/annual-general-meeting-2020/ , is deemed to have been presented to the Annual General Meeting.

The Board of Directors proposes to the Annual General Meeting that the Remuneration Policy for the governing bodies be adopted.

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

The Shareholders’ Nomination Board proposes to the Annual General Meeting that the annual remuneration payable to the members of the Board of Directors to be elected at the Annual General Meeting for the term until the close of the Annual General Meeting in 2021 be as follows:

• EUR 36,000 for the Chairman of the Board of Directors
• EUR 18,000 for each member of the Board of Directors

In addition, the Shareholders’ Nomination Board proposes that a meeting fee in the amount of EUR 500 is paid to the Chairman of the Audit Committee for each Audit Committee meeting. The Shareholders’ Nomination Board proposes that 40 percent of the Board remuneration is paid in Optomed shares and 60 percent in cash. The remuneration will be paid once a year in August, after Optomed’s H1 report has been announced.

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

The Shareholders’ Nomination Board proposes to the Annual General Meeting that the number of members of the Board of Directors for the term expiring at the close of the Annual General Meeting 2021 is five (5).

13                      Election of the members of the Board of Directors

The Shareholders’ Nomination Board proposes to the Annual General Meeting that

• Seppo Mäkinen, Petri Salonen, Reijo Tauriainen and Jun Wu are re-elected as Board members
• Anna Tenstam is elected as a new Board member

Anna Tenstam (MSc, MBA, born 1964, a Swedish citizen) is the CEO and co-founder of Datum Aesthetics. Previously, she has served as the CEO and Chairman of Eternogen in the US and has strong international experience from the medical sector including various board positions and exits. She is independent of Optomed and its major shareholders.

The CV’s of all persons proposed as members of the Board of Directors are available on the Company’s website at www.optomed.com/annual-general-meeting-2020/.

14                      Resolution on the remuneration of the auditor

Upon the recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that the remuneration of the auditor be paid according to an invoice approved by the Company.

15                      Election of the auditor

Upon the recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that KPMG Oy Ab be re-elected as the Company’s auditor for a term that ends at the close of the next Annual General Meeting. KPMG Oy Ab has informed the Company that Authorized Public Accountant Tapio Raappana would continue as the auditor with principal responsibility.

16                      Authorization of the Board of Directors to resolve on the repurchase as well as on the acceptance as pledge of the Company’s own shares

The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to resolve on the repurchase as well as on the acceptance as pledge of the Company’s own shares in one or several tranches as follows.

The number of own shares to be repurchased or accepted as pledge by virtue of the authorization shall not exceed 1,400,314 shares, which corresponds to approximately 10 percent of all shares in the Company, subject to the provisions of the Finnish Companies Act on the maximum amount of shares owned by or pledged to the company and its subsidiaries. Only the unrestricted equity of the Company can be used to repurchase own shares on the basis of the authorisation.

Own shares can be repurchased at a price formed in public trading on the date of the repurchase or at a price otherwise formed on the market.

The Board of Directors decides how own shares will be repurchased or accepted as pledge. Own shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase). The authorization is proposed to be valid until the earlier of (i) the end of the next Annual General Meeting of the Company or (ii) 18 months from the resolution of the Annual General Meeting of the Company. The authorization shall revoke previous unused authorizations for the repurchase as well as for the acceptance as pledge of the Company’s own shares.

17                      Authorization of the Board of Directors to resolve on the issuance of shares and special rights entitling to shares

The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to resolve on the issuance of shares and/or special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Companies Act, in one or several instalments, either against payment or without payment. The authorization would consist of a maximum of 1,400,314 shares in the aggregate (including shares to be received based on special rights), which corresponds to approximately 10 percent of all the Company’s shares at the time of the proposal. The Board of Directors would be authorized to resolve to issue either new shares or dispose of the treasury shares in the possession of the Company.

The authorization could be used for the financing or execution of acquisitions or other business arrangements, to strengthen the balance sheet and financial position of the Company, for implementing the Company’s share-based incentive plans, or for other purposes determined by the Board of Directors.

The authorization also includes the right to decide on a share issue without consideration to the Company itself, subject to the provisions of the Finnish Companies Act on the maximum amount of shares owned by the company or its subsidiaries.

The Board of Directors would be authorized to resolve on all terms and conditions of the issuance of shares and special rights entitling to shares, including the right to derogate from the pre-emptive right of the shareholders.

The authorization is proposed to be valid until the earlier of (i) the end of the next Annual General Meeting of the Company or (ii) 18 months from the resolution of the Annual General Meeting of the Company. The authorization shall revoke previous unused share issue authorizations.

18                      Closing of the meeting

B.                      Documents of the Annual General Meeting

This notice, which includes all the proposals for resolutions on the matters on the agenda of the Annual General Meeting, is available on Optomed Plc’s website at www.optomed.com/annual-general-meeting-2020/. The Annual Report, which includes the Company’s Financial Statements, the Report of the Board of Directors and the Auditor’s Report, as well as the Remuneration Policy of Optomed Plc are available on the above-mentioned website. A copy of the Annual Report will be sent to shareholders upon request. The minutes of the Annual General Meeting will be available on the above-mentioned website as from 25 June 2020 at the latest.

C.                      Instructions for the participants in the Annual General Meeting

In order to prevent the spread of the COVID-19 pandemic, the Annual General Meeting will be arranged so that a shareholder or his/her proxy presentative may not be present at the venue of the meeting. Shareholders may only participate in the Annual General Meeting and exercise their rights by voting in advance or through a proxy representative as well as by posing counterproposals and questions in advance in accordance with the instructions presented below.

1                        Shareholders registered in the shareholders’ register

Each shareholder, who is registered on the record date of the Annual General Meeting, on 1 June 2020, in the shareholders’ register of the Company maintained by Euroclear Finland Oy, has the right to participate in the Annual General Meeting. A shareholder whose shares are registered on his/her personal Finnish book-entry account is registered in the shareholders’ register of the Company. A shareholder may only participate in the Annual General Meeting by voting in advance or through a proxy representative in the manner described below as well as by posing counterproposals and questions in advance.

Instructions for holders of nominee-registered shares are set out below under Section C.4. Holders of nominee-registered shares.

2                        Notice of participation and voting in advance

The registration period and advance voting period commence on 25 May 2020 at 9:00 a.m. (EEST), when the deadline for delivering counterproposals to be put to a vote has expired. A shareholder who is registered in the shareholders’ register of the Company and wants to participate in the Annual General Meeting by voting in advance, shall register for the meeting by giving a prior notice of participation and by delivering his/her votes in advance by no later than on 3 June 2020 at 4:00 p.m. (EEST), by which time the notice of participation and votes needs to have been received by the Company.

In connection with the registration, a shareholder is required to notify requested information, such as his/her name, personal identification number, address and telephone number. The personal data given in accordance with this notice is used only in connection with the Annual General Meeting and with the processing of related registrations.

Shareholders with a Finnish book-entry account can register and vote in advance on certain matters on the agenda of the Annual General Meeting during the period beginning on 25 May 2020 at 9:00 a.m. (EEST) and ending on 3 June 2020 at 4:00 p.m. (EEST) in the following manners:

a) through the Company’s website at www.optomed.com/annual-general-meeting-2020/

The book-entry account number of the shareholder is needed for the electronic voting in advance.

b) by regular mail or email

A shareholder may deliver an advance voting form available on the Company’s website or corresponding information to Hannes Snellman Attorneys Ltd by regular mail to Hannes Snellman Attorneys Ltd, Yhtiökokous Optomed Oyj, Eteläesplanadi 20, FI-00130 Helsinki, Finland or by email to optomedagm2020@hannessnellman.com.

If a shareholder participates in the Annual General Meeting by delivering votes before the due date of the registration period and advance voting to Hannes Snellman Attorneys Ltd, the delivery of the votes shall constitute due registration for the Annual General Meeting.

Instructions concerning the voting are available on the Company's website at www.optomed.com/annual-general-meeting-2020/.

3                        Proxy representatives and powers of attorney

A shareholder may participate in the Annual General Meeting through a proxy representative. A proxy representative of a shareholder must also vote in advance in the manner described in this notice.

Shareholders, who do not vote in advance, are requested, due to the COVID-19 pandemic, to exercise shareholders’ rights through a centralised proxy representative designated by the Company by authorizing attorney-at-law Henrik Hautamäki from Hannes Snellman Attorneys Ltd, or a person appointed by him, to represent them at the Annual General Meeting in accordance with the voting instructions of the shareholder.

The introduction and contact information of the designated proxy representative are available at the following website: www.optomed.com/annual-general-meeting-2020/.

A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting. When a shareholder participates in the Annual General Meeting by means of several proxy representatives, representing the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.

A power of attorney template and voting instructions will be available on the Company’s website at www.optomed.com/annual-general-meeting-2020/ at the latest on 25 May 2020 once the deadline for delivering counterproposals to be put to a vote has expired. Possible proxy documents should be delivered by regular mail to Hannes Snellman Attorneys Ltd, Yhtiökokous Optomed Oyj, Eteläesplanadi 20, FI-00130 Helsinki, Finland or by email to optomedagm2020@hannessnellman.com at the latest by 3 June 2020 at 10:00 a.m. (EEST), by which time the proxy documents must be received.

Delivery of a power of attorney to Hannes Snellman Attorneys Ltd by the aforementioned deadline constitutes due registration for the Annual General Meeting, if the information required for registering for the meeting set out in Section C.2. above is included in the documents.

4                        Holders of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the Annual General Meeting by virtue of such shares based on which he/she on the record date of the Annual General Meeting, i.e. on 1 June 2020, would be entitled to be registered in the shareholders’ register of the Company maintained by Euroclear Finland Oy. The right to participate in the Annual General Meeting requires, in addition, that the shareholder has, on the basis of such shares, been temporarily registered in the shareholders’ register maintained by Euroclear Finland Oy at the latest by 8 June 2020 at 10:00 a.m. (EEST). As regards nominee-registered shares, this constitutes due registration for the Annual General Meeting. Changes in the share ownership following the record date of the general meeting do not have an impact on the right to participate in the general meeting nor on the number of votes of the shareholder.

A holder of nominee-registered shares is advised to request without delay the necessary instructions regarding the temporary registration in the shareholders’ register of the Company, the issuing of proxy documents and the registration for the Annual General Meeting from his/her custodian bank. The account management organization of the custodian bank must temporarily register a holder of nominee-registered shares into the shareholders’ register of the Company and see to the voting in advance on behalf of the nominee-registered shareholder within the registration period for nominee-registered shares.

Further information on these matters can also be found on the Company’s website at www.optomed.com/annual-general-meeting-2020/.

5                        Other instructions and information

Shareholders who hold at least one hundredth of all the shares in the Company have the right to pose counterproposals concerning the matters on the agenda of the Annual General Meeting to be placed for a vote. Such counterproposals shall be delivered to the Company by email to sakari.knuutti@optomed.com at the latest by 22 May 2020 at 4:00 p.m. (EEST), by which time the counterproposals must be received by the Company. The shareholders shall in connection with the counterproposal present a statement of their shareholding in the Company. The counterproposal is admissible for consideration at the Annual General Meeting if the shareholders who have made the counterproposal have the right to attend the meeting and on the record date of the Annual General Meeting represent at least one hundredth of all shares in the Company. If a counterproposal will not be taken up for consideration at the Annual General Meeting, the votes given in favour of the counterproposal will not be taken into account. The Company will publish possible counterproposals to be put to a vote on the Company‘s website at www.optomed.com/annual-general-meeting-2020/ on 25 May 2020 at the latest.

A shareholder has the right to pose questions with respect to the matters to be considered at the meeting pursuant to Chapter 5, Section 25 of the Finnish Companies Act by email to sakari.knuutti@optomed.com or by regular mail to Optomed Plc, Life Science Center Keilaniemi, Keilaranta 16 B, FI-02150 Espoo, Finland at the latest by 28 May 2020 at 4:00 p.m. (EEST), by which time the questions must be received by the Company. Such questions by shareholders, responses to such questions by the Company‘s management in accordance with the Finnish Companies Act as well as other counterproposals than those put up to a vote are available on the Company‘s website at www.optomed.com/annual-general-meeting-2020/ on 1 June 2020 at the latest. As a prerequisite for presenting questions or counterproposals, a shareholder must present sufficient evidence to the Company of his/her shareholdings.

On the date of this notice of the Annual General Meeting, 19 May 2020, the total number of shares in Optomed Plc is 14,003,144 and the total number of votes in Optomed Plc is 14,003,144.

In Helsinki, 19 May 2020

Optomed Plc

Board of Directors

Further enquiries

Sakari Knuutti, CLO, Optomed Plc, sakari.knuutti@optomed.com

Optomed in Brief 

Optomed is a Finnish medical technology company and one of the leading providers of handheld fundus cameras. Optomed combines handheld screening devices with software and artificial intelligence with the aim to transform the diagnostic process of blinding eye-diseases such as rapidly increasing diabetic retinopathy. In its business Optomed focuses on eye-screening devices and software solutions related R&D in Finland and sales through different channels in over 60 countries. The company has an extensive portfolio of 55 international patents protecting the technology. In 2019, Optomed’s revenue reached EUR 15 million and 2018 pro forma revenue amounted to EUR 14.5 million. At the end of 2019, Optomed employed 108 professionals.