Optomed Oyj — Proxy Solicitation & Information Statement 2022

Apr 7, 2022

Correction: Notice of the Annual General Meeting of Optomed Plc

Correction: Notice of the Annual General Meeting of Optomed Plc

Optomed Plc         Stock Exchange Release    7 April 2022 at 16.15, Helsinki

CORRECTION: NOTICE OF THE ANNUAL GENERAL MEETING OF OPTOMED PLC

Optomed corrects a mistake that was in the notice of the annual general meeting
release announced today 7 April 2022. Due to a technical issue, the agenda
stated in the original release did not include agenda point 1, Opening of the
meeting. The complete release including the correction is below:

Notice is given to the shareholders of Optomed Plc (“Optomed” or the “Company”)
of the Annual General Meeting to be held on Tuesday, 10 May 2022 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 375/2021). 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.

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

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.

1. 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.

1. Recording the legality of the meeting
2. 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.

1. Presentation of the Financial Statements, the Report of the Board of
   Directors and the Auditor’s Report for the year 2021

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 2021, which are available on the Company’s website
at www.optomed.com/investors/annual-general-meeting-2022, are deemed to have
been presented to the Annual General Meeting.

1. Adoption of the Financial Statements
2. 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 2021. As the
Company made a loss for the financial period 2021, no minority dividend can be
demanded.

1. Resolution on the discharge of the members of the Board of Directors and the
   CEO from liability for the financial period 1 January – 31 December 2021
2. Adoption of the Remuneration Report for Governing Bodies

The Remuneration Report for Governing Bodies for 2021, prepared in accordance
with the Remuneration Policy adopted by the Company’s Annual General Meeting on
11 June 2020, is attached to this notice and available at
www.optomed.com/investors/annual-general-meeting-2022. Since the Annual General
Meeting may only be attended by voting in advance, the 2021 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.

1. 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 2023 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 300 is paid to the committee chairmen and EUR 200 to committee
members for each 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.

1. 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 2023 is five (5).

1. Election of the members of the Board of Directors

The Shareholders’ Nomination Board proposes to the Annual General Meeting that
all the current Board members, Xisi Guo, Seppo Mäkinen, Petri Salonen, Reijo
Tauriainen and Anna Tenstam are re-elected as Board members.

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-2022.

1. 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.

1. 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.

1. Amendment of the terms and conditions of Stock Option Plan 2017B

According to Section II.2.3 of the current terms and conditions of the Company’s
Stock Option Plan 2017B, the subscription period for shares would end on 1 July
2022 with respect to all option rights granted under said plan. The Board of
Directors proposes that the Annual General Meeting resolves to amend Section
II.2.3 of Stock Option Plan 2017B to extend the subscription period for shares
by two (2) years, so that the subscription period pursuant to all option rights
granted under Stock Option Plan 2017B would end on 1 July 2024.

In the view of the Board of Directors, the proposed extension of the
subscription period would enhance the continuous incentive effect of the granted
option rights, and the amendment would therefore be in the interest of the
Company.

The terms and conditions of Stock Option Plan 2017B, including the amendment
proposed by the Board of Directors, are attached to this notice.

1. 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.

1. 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.

1. 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’s website at
www.optomed.com/investors/annual-general-meeting-2022. The Company’s Financial
Statements, the Report of the Board of Directors, the Auditor’s Report and the
Remuneration Report for Governing Bodies for 2021 as well as the terms and
conditions of Stock Option Plan 2017B (including the proposed amendment set out
in Section A.16) are 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 24 May
2022 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 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.

1. Shareholders registered in the shareholders’ register

Each shareholder, who is registered on the record date of the Annual General
Meeting, on 28 April 2022, 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”.

1. Notice of participation and voting in advance

The registration period and advance voting period commence on 14 April 2022 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 3
May 2022 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 14 April 2022 at 10:00 a.m. (EEST) and ending on 3 May 2022 at 4:00
p.m. (EEST) in the following manner:

a. through the Company’s website at www.optomed.com/investors/annual-general
-meeting-2022

Registering and voting in advance requires strong electronic identification
(bank codes or Mobile ID) for natural persons. For shareholders that are legal
persons, no strong electronic authentication is required. A legal person must,
however, provide its book-entry account number and other required information.
If a legal person uses the electronic Suomi.fi e-authorization, registration
requires a strong electronic authentication of the authorized person by using
bank codes or Mobile ID.

b. by regular mail or email

A shareholder may deliver an advance voting form available on the Company’s
website as of 14 April 2022 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 14 April
2022 on the Company’s website at www.optomed.com/investors/annual-general
-meeting-2022.

1. 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-2022.

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-2022 at
the latest on 14 April 2022 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 3 May 2022 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.

Shareholders that are legal persons can also use the electronic Suomi.fi
authorization service instead of a traditional proxy document. In such a case,
the legal person authorizes an assignee nominated by it in the Suomi.fi service
at https://www.suomi.fi/e-authorizations by using the authorization topic
“Representation at the General Meeting”. The assignee must identify him/herself
with strong electronic authentication when registering, after which the
electronic mandate is automatically checked. The strong electronic
authentication works with personal bank codes or Mobile ID. For more
information, see https://www.suomi.fi/e-authorizations and the Company’s website
at www.optomed.com/investors/annual-general-meeting-2022.

1. 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 28 April 2022, 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 5 May 2022 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-2022.

1. 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 12 April 2022 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-2022 on 14 April 2022 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 26 April 2022 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-2022 on 29 April 2022 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, 7 April 2022, 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, 7 April 2022

OPTOMED PLC

The Board of Directors

ATTACHMENTS

· Remuneration Report for Governing Bodies
· Terms and conditions of Stock Option Plan 2017B (including the proposed
amendment set out in Section A.16)

Further enquiries

Lars Lindqvist, CFO, Optomed Plc, lars.lindqvist@optomed.com

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 fundus
cameras 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. www.optomed.com

Attachments: