Notice OF the Annual General Meeting OF OPTOMED PLC

Optomed Plc         Stock Exchange Release    31 March 2021 at 11:00, Helsinki

Notice OF the Annual General Meeting OF OPTOMED PLC

Notice is given to the shareholders of Optomed Plc (“Optomed” or the “Company”) of the Annual General Meeting to be held on Wednesday, 28 April 2021 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 representative 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 (Act 677/2020). Due to 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.

1. 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

Antti Kuha, Attorney-at-law, will act as Chairman of the Annual General Meeting. Should Antti Kuha 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, Sections 6 and 6a of the Finnish Companies Act have the right to attend the meeting, will be recorded to have attended the meeting. The list of votes will be adopted according to the information furnished by Euroclear Finland Oy.

6. Presentation of the Financial Statements, the Report of the Board of Directors and the Auditor’s Report for the year 2020

Since the Annual General Meeting may only be attended through advance voting, the Company’s Financial Statements, the Report of the Board of Directors and the Auditor’s Report for the year 2020, which are attached to this notice and available on the Company’s website at www.optomed.com/investors/annual-general-meeting-2021, are 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 1 January – 31 December 2020. As the Company made a loss for the financial period 2020, 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 2020 – 31 December 2020
10. Adoption of the Remuneration Report for Governing Bodies

The Remuneration Report for Governing Bodies for 2020 prepared in accordance with the Remuneration Policy adopted by the Company’s Annual General Meeting on 11 June 2020 shall be presented for the first time in the Annual General Meeting 2021. The Remuneration Report is attached to this notice and available at www.optomed.com/investors/annual-general-meeting-2021. Since the Annual General Meeting may only be attended by voting in advance, the 2020 Remuneration Report for Governing Bodies is deemed to have been presented to the Annual General Meeting.

The Board of Directors proposes that the Annual General Meeting adopts the Remuneration Report for the governing bodies.

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 end of the Annual General Meeting in 2022 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 end of the Annual General Meeting 2022 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 Anna Tenstam are re-elected as Board members
  • Xisi Guo is elected as a new Board member.

Jun Wu has informed the Nomination Board that he is not available for re-election to the Board.

Mr. Xisi Guo (born 1982 BSc, Economics and Business; Master of Business Administration) serves as an executive director of Cenova Capital. He joined Cenova in 2020 with more than 10 years of investment experience in healthcare industry. Prior to Cenova, Guo was the VP at CICC Jiacheng and a core member of the fund’s healthcare investment team. His investments and successful exits included Shanghai MicroPort Endovascular MedTech, Beijing Chemclin Biotech, Distinct HealthCare, SonoScape Medical Corp and Beijing MD Joint Hospital etc. Prior to CICC, he was an associate with Cummins’ global M&A team. In his early career, he was a senior associate with Deloitte financial advisory services. He is independent of Optomed and dependent of a major shareholder Cenova Capital.

The CVs of all persons proposed as members of the Board of Directors are available on the Company’s website at www.optomed.com/investors/annual-general-meeting-2021.

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 end 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 number of shares owned by or pledged to a company and its subsidiaries. Only the unrestricted equity of the Company can be used to repurchase own shares on the basis of the authorization.

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 number of shares that a company or its subsidiaries can hold.

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

2. 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’s website at www.optomed.com/investors/annual-general-meeting-2021. The Company’s Financial Statements, the Report of the Board of Directors, the Auditor’s Report and the Remuneration Report for Governing Bodies for 2020 are attached to this notice and available on the above-mentioned website. A copy of these documents will be sent to shareholders upon request. The minutes of the Annual General Meeting will be available on the above-mentioned website as from 12 May 2021 at the latest.

3. 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 representative 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.

• Shareholders registered in the shareholders’ register

Each shareholder, who is registered on the record date of the Annual General Meeting, on 16 April 2021, 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”.

• Notice of participation and voting in advance

The registration period and advance voting period commence on 8 April 2021 at 10:00 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 21 April 2021 at 4:00 p.m. (EEST), by which time the notice of participation and votes need to have been received by the Company. Registration to the General Meeting without submitting advance votes will not be considered participation in the General Meeting.

In connection with the registration, a shareholder is required to notify requested information, such as his/her name, personal ID / business ID, address and telephone number, as well as the name of a possible proxy representative or legal representative, and the personal ID of the proxy representative or legal representative. The personal data given in accordance with this notice is used only in connection with the Annual General Meeting and with the processing of necessary related registrations. For detailed information on the Company’s processing of personal data, please review Optomed’s privacy notice regarding the Annual General Meeting, which is available on the website of the Company or by contacting by phone at +358 20 741 3380 or by email at info@optomed.com.

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 8 April 2021 at 10:00 a.m. (EEST) and ending on 21 April 2021 at 4:00 p.m. (EEST) in the following manner:

1. through the Company’s website at www.optomed.com/investors/annual-general-meeting-2021

Registering and voting in advance requires strong electronic identification (bank codes or Mobile ID) for natural persons and business ID and the book-entry account number for legal persons.

2. by regular mail or email

A shareholder may deliver an advance voting form available on the Company’s website as of 8 April 2021 or corresponding information by mail to Euroclear Finland Oy to the address Euroclear Finland Oy, Yhtiökokous/Optomed Plc, P.O. Box 1110, FI-00101 Helsinki or by email to yhtiokokous@euroclear.eu.

If a shareholder participates in the Annual General Meeting by submitting advance votes by mail or email to Euroclear Finland Oy, the submission of votes before the due date of the registration period and advance voting constitutes due registration for the Annual General Meeting provided that the aforementioned information required for the registration is received before the end of the advance voting period.

Instructions concerning the voting will be available at the latest on 8 April 2021 on the Company’s website at www.optomed.com/investors/annual-general-meeting-2021.

• 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 Annemari Rosi from Hannes Snellman Attorneys Ltd, or a person appointed by her, to represent them at the Annual General Meeting in accordance with the voting instructions of the shareholder. Authorising the designated proxy representative will not accrue any costs for the shareholder, excluding possible postal fees for proxy documents. The introduction and contact information of the designated proxy representative are available at the following website: www.optomed.com/investors/annual-general-meeting-2021.

Shareholders may also participate in the General Meeting and exercise their rights at the meeting by way of another proxy representative. 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/investors/annual-general-meeting-2021 at the latest on 8 April 2021 once the deadline for delivering counterproposals to be put to a vote has expired. Possible proxy documents containing the advance voting form should be delivered by mail to Euroclear Finland Oy, Yhtiökokous/Optomed Plc, P.O. Box 1110, FI-00101 Helsinki, Finland or by email to yhtiokokous@euroclear.eu at the latest by 21 April 2021 at 4:00 p.m. (EEST), by which time the proxy documents must be received.

Proxy representatives must register and vote in advance on behalf of a shareholder, and they can submit counterproposals and ask questions in the manner instructed in this notice. Delivery of proxy documents and advance votes by the due date for the registration and advance voting constitutes due registration for the Annual General Meeting, provided that the above-mentioned information required for the registration is included in the documents.

• 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 16 April 2021, 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 23 April 2021 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/investors/annual-general-meeting-2021.

• Other instructions and information

Shareholders who hold at least one hundredth (1/100) 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 6 April 2021 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 (1/100) 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/investors/annual-general-meeting-2021 on 8 April 2021 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 14 April 2021 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/investors/annual-general-meeting-2021 on 19 April 2021 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, 31 March 2021, 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 Espoo, 31 March 2021

OPTOMED PLC

The Board of Directors

ATTACHMENTS

• The Report of the Board of Directors, the Financial Statements and the Auditor’s Report
• Remuneration Report for Governing Bodies