Optomed Oyj

Remuneration Information • Apr 7, 2022

REMUNERATION REPORT FOR GOVERNING BODIES

This remuneration report for the financial year 2021 has been prepared according to the remuneration reporting section of the Finnish Corporate Governance Code 2020 as well as the provisions of the Finnish Securities Market Act and Limited Liability Companies Act.

The Annual General Meeting of Optomed Plc ("Optomed" or the "Company") approved Optomed's remuneration policy on 11 June 2020. The remuneration policy is available on the Company's website on https://www.optomed.com/investors/. Optomed intends to comply with the presented remuneration policy over a period of four years, unless a revised policy is presented to the general meeting before that. The Remuneration Report of 2020 was approved by the Annual General Meeting of 2021. The Company has not exercised the right to deviate from the Remuneration Policy nor exercised the option of clawback of remuneration

Optomed's management remuneration, including the CEO, currently consists of base salary, short term incentive scheme and long-term incentive scheme in the form of option programs. The aim of the long-term incentive schemes is to align the objectives of the shareholders and the management in order to increase the value of the Company in the long term, to commit the key employees, and to offer them competitive remuneration schemes based on their earning and accumulating the Company's shares. The alignment promotes the Company's long-term financial success.

The following table presents the development of the remuneration of the board of directors and the CEO compared to the development of the average remuneration of employees and to the group's financial development over the preceding five financial years.

	2021	2020	2019	2018	2017
In EUR thousand
Board total remuneration1	110	111	26
CEO total remuneration	128	144	105	108	195
Average employee remuneration2	78	65	58	53	39
Group revenue	14,85	13,010	14,977	12,733	6,899
Group EBITDA	-2,002	-733	-335	1,062	-1,784

1) Does not include the consultancy fees of Petri Salonen. 2) Optomed's annual reported personnel costs divided by the number of employees.

2(4) OPTOMED PLC REMUNERATION REPORT FOR GOVERNING BODIES 2021

1. Remuneration of the Board of Directors

The General Meeting of Shareholders determines the remuneration payable to the members of the Board of Directors. Save for what is mentioned below for Petri Salonen, no remuneration was paid to the members of the Board of Directors for the financial years 2018 and 2017. The Annual General Meeting held of 2021 approved the following Board remuneration:

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

Further, the Annual General Meeting approved that a meeting fee in the amount of EUR 500 is paid to the Chairman of the Audit Committee for each Audit Committee meeting. 40 percent of the Board of Directors remuneration is paid in Optomed shares and 60 percent in cash. The yearly fees were paid in August 2021.

Name	Position	Yearly fees	Meeting fees	Consulting fees	Total
Petri Salonen	Chairman	36	0	78	114
Xisi Guo	Board member	18	0	0	18
Seppo Mäkinen	Remuneration Committee Chairman	18	0	0	18
Reijo Tauriainen	Audit Committee Chairman	18	2	0	20
Anna Tenstam	Board member	18	0	0	18

All in EUR thousand.

In addition to his duties as Board chairman, Petri Salonen also supports the company as consultant with various matters. In this capacity since September 2020 Petri Salonen has been paid a consultancy fee of EUR 8,000 a month in addition to his Board fees. Previously, Petri Salonen has acted as a consultant supporting the Company with, inter alia, listing process, M&A, financing, company processes and sales development, for which he has received a monthly consultancy fee of EUR 1,500 between 1 January 2017 and 17 August 2017, after which the remuneration was increased to EUR 5,000 until November of 2018 and to EUR 7,000 in November 2018. In 2021, the fees paid to Petri Salonen amounted to EUR 78 thousand and in 2020 they amounted to EUR 84 thousand. In addition, he has been paid EUR 1 thousand as reimbursement for travel and other expenses in 2021.

3(4) OPTOMED PLC REMUNERATION REPORT FOR GOVERNING BODIES 2021

The members of the Board of Directors are not included in the incentive schemes of the Company and no shares, option rights or other special rights have been given or granted as remuneration to the members of the Board of the Directors.

No pension benefits have been granted in favor of the members of the Board of Directors.

2. Remuneration of the CEO

The remuneration of the CEO of the Company consists of a monthly fixed salary of EUR 10,000, customary fringe benefits and options granted as long-term incentive. The CEO Seppo Kopsala is also a shareholder of the Company and therefore the interests of the CEO and the Company are aligned in terms of the Company's share price development.

The remuneration and benefits paid to the CEO during the financial years 2021 are presented in the following table:

	Fixed salary1	Short Term	Share-based	Total
CEO	128	Incentive 0	payments 0	128
All in EUR thousand.
1) Includes benefits

Optomed offers the CEO only the statutory Finnish TyEL pension. The current retirement age for the CEO follows the Finnish Employee's Pension Act. The CEO's contract may be terminated by either the CEO or Optomed with six months' notice. If the Company terminates the CEO's contract, the CEO is entitled to receive a severance pay corresponding to six month's salary. The severance pay is not payable in case of a material breach by the CEO or when the contract is terminated on grounds equal to those under Chapter 7 Section 2 or Chapter 8 Section 1 or 3 of the Finnish Employment Contracts Act (55/2001, as amended).

Short Term Incentive

The short-term incentive performance criteria for 2021 were set by the Board in the beginning of the financial year, with a focus on growth and profitability and achievement of certain strategic targets. Based on the achieved performance during 2021, the CEO is entitled to a bonus of EUR 9,000 that will be paid in 2022.

Long Term Incentive

For the financial period 2021, the salaries and benefits have completely consisted short term incentive scheme and fixed remuneration and no separate long-term incentive was paid.

In addition, at the end of the year Seppo Kopsala has a total of 60,000 options of which 40,000 under the 2015 option program and 20,000 under the 2017 option program. The subscription prices of the options are EUR 3.50, and the exercise periods are 1 July 2020–1 July 2024 for both programs. The options are forfeited and automatically transferred to the Company without consideration if the employment or service relationship to the Group is terminated, for any reason whatsoever, or if the consultancy agreement with the Group is terminated, for any reason whatsoever, unless the Board of Directors decides to deviate from the rule.