Optomed Oyj — Proxy Solicitation & Information Statement 2025

Apr 1, 2025

NOTICE OF THE ANNUAL GENERAL MEETING OF OPTOMED PLC

NOTICE OF THE ANNUAL GENERAL MEETING OF OPTOMED PLC

Optomed Plc  Stock Exchange Release             1 April 2025 at 9.00, 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 (the “General Meeting”) to be held on Friday, 9
May 2025 at 10:00 a.m. (EEST) at Life Science Center Keilaniemi, Keilaranta 16
C, FI-02150 Espoo, Finland. The reception of persons who have registered for the
meeting and the distribution of voting tickets will commence at 9:30 a.m.
(EEST).

Shareholders may exercise their voting rights by voting in advance. Instructions
for advance voting are presented in Section C of this notice.

A. Matters on the agenda of the General Meeting

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

1            Opening of the meeting

2                        Calling the meeting to order

3                        Election of persons to scrutinize the minutes and to
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

6                        Presentation of the Financial Statements, the Report of
the Board of Directors and the Auditor's Report for the year 2024

Review by the CEO.

The Company's Financial Statements, the Report of the Board of Directors and the
Auditor's Report are available on the Company's website at
www.optomed.com/investors/annual-general-meeting-2025.

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 General Meeting that no dividend shall be
paid for the financial period 1 January - 31 December 2024. As the Company made
a loss for the financial period 2024, no minority dividend can be demanded.

9                        Resolution on the discharge of the members of the Board
of Directors and the CEO from liability

10                    Adoption of the Remuneration Report for Governing Bodies

The Remuneration Report for Governing Bodies for 2024, prepared in accordance
with the Remuneration Policy adopted by the Company's Annual General Meeting on
10 May 2024, is available on the Company's website at
www.optomed.com/investors/annual-general-meeting-2025.

The Board of Directors proposes that the 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 General Meeting that the
annual remuneration payable to the members of the Board of Directors to be
elected at the General Meeting for the term until the end of the Annual General
Meeting in 2026 remains unchanged 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 part of the Board remuneration paid in Optomed shares
would, if possible, be conveyed from the treasury shares of the Company in
accordance with the proposed authorization of the Board of Directors to resolve
on the issuance of shares and special rights entitling to shares set out in
agenda item 17 below. 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 General Meeting that the
number of members of the Board of Directors for the term expiring at the end of
the Annual General Meeting 2026 is seven (7).

13                     Election of the members of the Board of Directors

The Shareholders' Nomination Board proposes to the General Meeting that:

· current Board members Catherine Calarco, Ty Lee, Seppo Mäkinen, Petri
Salonen, and Reijo Tauriainen are re-elected as Board members; and
· Leana Wen and Sameer Badlani are elected as new members.

Anna Tenstam has informed the Company that she is not available for re-election.

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-2025.

14                     Resolution on the remuneration of the auditor

Upon the recommendation of the Audit Committee, the Board of Directors proposes
to the 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 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 Heidi Hyry would act
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 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 1,969,330 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 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 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 1,969,330 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, for paying the part of the Board remuneration consisting of Optomed
shares, 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 General Meeting of the Company. The authorization shall revoke
previous unused share issue authorizations.

18                    Closing of the meeting

B. Documents of the General Meeting

This notice, which includes all the proposals for resolutions on the matters on
the agenda of the General Meeting, is available on Optomed's website at
www.optomed.com/investors/annual-general-meeting-2025. The Company's Financial
Statements, the Report of the Board of Directors, the Auditor's Report, and the
Remuneration Report for Governing Bodies for 2024 are also available on the
above-mentioned website. The proposals for resolutions and the other above
-mentioned documents will also be available at the General Meeting. A copy of
these documents will be sent to shareholders upon request.

The minutes of the General Meeting will be available on the above-mentioned
website as from 23 May 2025 at the latest.

C. Instructions for the participants in the General Meeting

1                         Shareholders registered in the shareholders' register

Each shareholder who is registered in the shareholders' register of the Company
maintained by Euroclear Finland Oy on the record date of the General Meeting, on
28 April 2025, has the right to participate in the General Meeting. A
shareholder whose shares are registered on their personal Finnish book-entry
account is registered in the shareholders' register of the Company. Instructions
for holders of nominee-registered shares are set out below under Section C.2.
“Holders of nominee-registered shares''.

A shareholder who is registered in the shareholders' register of the Company
wishing to participate in the General Meeting, shall register for the meeting no
later than on 2 May 2025 at 4:00 p.m. (EEST) by giving a prior notice of
participation. The notice must be received by the Company before the end of
registration period. Registration for the General Meeting starts on 3 April 2025
at 10:00 a.m. (EEST):

a. through the Company's website at the address
www.optomed.com/investors/annual-general-meeting-2025

Electronic registration requires that the shareholder or its legal
representative or proxy representative uses strong electronic authentication
either by Finnish, Swedish or Danish bank ID or a mobile certificate.

b. by regular mail by submitting the registration and advance voting form,
which is available on the Company's website at www.optomed.com/investors/annual
-general-meeting-2025, or corresponding information to the address Innovatics
Oy, Annual General Meeting/Optomed Plc, Ratamestarinkatu 13 A, FI-00520
Helsinki, or
c. by e-mail by submitting the registration and advance voting form, which is
available on the Company's website at www.optomed.com/investors/annual-general
-meeting-2025, or corresponding information to agm@innovatics.fi.

In connection with the registration the requested information must be provided,
such as the shareholder's name, date of birth or business identity code, contact
details, the name of any assistant or proxy representative, the date of birth of
the proxy representative as well as the telephone number and/or e-mail address
of the proxy representative.

If necessary, the shareholders, their legal representatives or their proxies
must be able to prove their identity and/or representation rights at the meeting
place. The personal data provided to the Company or Innovatics Oy is only used
in connection with the General Meeting and the processing of the necessary
registrations related thereto.

Further information on registration and advance voting is available by telephone
during the registration period of the General Meeting by calling Innovatics Oy
at +358 10 2818 909 on weekdays from 9:00 a.m. to 12:00 p.m. and from 1:00 p.m.
to 4:00 p.m.

2                        Holders of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the
General Meeting by virtue of such shares based on which he/she on the record
date of the General Meeting, i.e. on 28 April 2025, would be entitled to be
registered in the shareholders' register of the Company maintained by Euroclear
Finland Oy. The right to participate in the 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 6 May 2025 at 10:00 a.m. (EEST). As regards nominee
-registered shares, this constitutes due registration for the 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, registration for the
General Meeting as well as advance voting from his/her custodian bank. The
account management organization of the custodian bank shall temporarily register
the holder of the nominee-registered shares who wishes to participate in the
General Meeting into the shareholders' register of the Company by the time
stated above at the latest as well as take care of advance voting on behalf of
the nominee-registered shareholder prior to the expiry of the registration
period for nominee-registered shareholders.

Further information on these matters can also be found on the Company's website
at www.optomed.com/investors/annual-general-meeting-2025.

3                        Proxy representatives and powers of attorney

A shareholder who has registered for the meeting may participate in and exercise
their rights at the General Meeting by way of proxy representation.
Shareholders' proxy representative may also vote in advance in the manner
described in this notice. A proxy representative must use their personal strong
electronic authentication when registering through the electronic registration
service for the meeting and advance voting, after which they can register and
vote in advance on behalf of the represented shareholder.

A proxy representative shall produce a dated proxy document or otherwise in a
reliable manner demonstrate their right to represent the shareholder at the
General Meeting. When a shareholder participates in the 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 General Meeting.

Possible proxy documents should be delivered as attached files in connection
with electronic registration, by mail to Innovatics Oy, Annual General
Meeting/Optomed Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki or by email to
agm@innovatics.fi before the last date for registration. In addition to
delivering the proxy documents the shareholder or its proxy representative shall
also register to the General Meeting in the manner set out above in this notice.

Shareholders can also use the electronic Suomi.fi authorization service instead
of a traditional proxy document. In such a case, the shareholder authorizes an
assignee nominated by it in the Suomi.fi service at www.suomi.fi/e
-authorizations by using the authorization topic “Representation at the General
Meeting”. The assignee must identify themselves with strong electronic
authentication when registering, after which they can register and vote in
advance on behalf of the shareholder they represent. The strong electronic
authentication works with bank ID or mobile certificate. For more information,
see www.suomi.fi/e-authorizations.

4                        Advance voting

Shareholders with a Finnish book-entry account may vote in advance on certain
matters on the agenda of the General Meeting during the period from 3 April 2025
at 10:00 a.m. (EEST) until 2 May 2025 at 4:00 p.m. (EEST).

Unless shareholders voting in advance are present at the General Meeting in
person or by way of proxy representation, they will not be able to use their
rights under the Finnish Companies Act to request information or a vote nor vote
on any potential counterproposals.

Advance voting can take place:

a. through the Company's website at www.optomed.com/investors/annual-general
-meeting-2025

Voting in advance requires that the shareholder or its legal representative or
proxy representative uses strong electronic authentication either by Finnish,
Swedish or Danish bank ID or mobile certificate.

b. by regular mail or email.

A shareholder may deliver the registration and advance voting form available on
the Company's website at www.optomed.com/investors/annual-general-meeting-2025
or corresponding information by mail to Innovatics Oy, Annual General
Meeting/Optomed Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki or by email to
agm@innovatics.fi.

The advance votes must be received prior to the expiry of the advance voting
period. In addition to voting in advance, shareholders that wish to participate
in the General Meeting at the meeting place must ensure that they have
registered for the General Meeting prior to the end of the registration period.

With regards to holders of nominee-registered shares, the advance voting is
performed via the account management organization. The account management
organization may vote in advance on behalf of the holders of nominee-registered
shares it represents, in accordance with the voting instructions provided by
them, during the advance voting period for holders of nominee-registered shares.

A proposal subject to advance voting is considered to have been presented
unchanged at the General Meeting. Therefore, under agenda item 13, if any of the
members proposed to be elected to the Board of Directors are unavailable for
election to the Board of Directors at the General Meeting for any reason, the
number of proposed members unavailable will be automatically decreased from the
number of members of the Board of Directors to be elected, and the remaining
candidates available for election will be elected in accordance with the
proposal of the Shareholders' Nomination Board.

Instructions concerning the voting can be found on the Company's website on 3
April 2025.

5                         Other instructions and information

The language of the meeting will be Finnish.

Pursuant to Chapter 5 Section 25 of the Finnish Companies Act, a shareholder who
is present at the General Meeting has the right to pose questions with respect
to the matters to be considered at the General Meeting.

On the date of this notice of the General Meeting, 1 April 2025, the total
number of shares and votes in Optomed Plc is 19,693,297. 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.

In Espoo, 1 April 2025

OPTOMED PLC

The Board of Directors

Attachments: