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Beskrivning

LandFinland
ListaSmall Cap Helsinki
SektorHälsovård
IndustriMedicinteknik
Optomed är verksamma inom medicinteknik. Bolaget bedriver forskning och utveckling av specialiserade ögonkameror. Utveckling sker av både hård- och mjukvara som vidaresäljs under olika varumärken. Verksamhet innehas på global nivå, med störst närvaro inom den nordiska marknaden. Kunderna består av forskningsinstitut samt sjukhus. Huvudkontoret ligger i Oulu.
2022-08-16 09:00:00

Optomed Plc         Stock Exchange Release    16 August 2022 at 10.00 Helsinki

NOTICE OF THE EXTRAORDINARY GENERAL MEETING OF OPTOMED PLC

Notice is given to the shareholders of Optomed Plc ("Optomed" or the "Company") of the Extraordinary General Meeting (the "General Meeting") to be held on Tuesday, 6 September 2022 at 10:00 a.m. (EEST) at Life Science Center Keilaniemi, Keilaranta 16 B, 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).

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. Composition of the Board of Directors

The Shareholders' Nomination Board proposes to the General Meeting that Mr. Mars Duan would be elected as a new member of the Board of Directors in addition to the current members of the Board of Directors for the term expiring at the end of the Annual General Meeting 2023.

Mr. Mars Duan is a Vice President with Cenova Capital. Prior to Cenova, Mr. Duan worked for the Duff & Phelps Securities LLC investment banking team, PwC corporate finance team and KPMG Shanghai audit team. Mr. Duan is a CFA charter holder and holds a CPA qualification. He graduated from the University of Shanghai for Science and Technology with Bachelor's degrees in Engineering and Accounting.

The annual remuneration payable to Mr. Duan in accordance with the resolution of the Annual General Meeting held on 10 May 2022 will be paid on a pro rata basis for the duration of his term.

According to the Articles of Association, Optomed's Board of Directors consists of a minimum of five (5) and a maximum of eight (8) members. On 10 May 2022, the Annual General Meeting decided that the number of members of the Board of Directors during the ongoing term of office is five (5). Following the resignation of Xisi Guo announced by the Company on 22 July 2022, the number of Directors will be four (4), and the proposed election would increase the number of Board members to be five (5) again.

Mr. Duan is independent of the Company and dependent of its significant shareholder Cenova Capital.

7. Closing of the meeting

B. Documents of the General Meeting

This notice, which includes the proposals for resolution on the matter on the agenda of the General Meeting, is available on Optomed's website at www.optomed.com/investors/extraordinary-general-meeting-2022. It will also be available at the General Meeting. A copy of the document will be sent to shareholders upon request. The minutes of the General Meeting will be available on the above-mentioned website as from 20 September 2022 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 25 August 2022, has the right to participate in the 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. 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 and who wants to participate in the General Meeting, shall register for the meeting no later than on 30 August 2022 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 the registration period. Registration for the General Meeting starts on 16 August 2022 at 10:00 a.m. (EEST):

a. through the Company's website at the address www.optomed.com/investors/extraordinary-general-meeting-2022;

The electronic registration 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 to the address Euroclear Finland Oy, Yhtiökokous/Optomed Plc, P.O. Box 1110, FI-00101 Helsinki; or

c. by e-mail to yhtiokokous@euroclear.eu.

In connection with the registration, a shareholder must state his/her name, personal identification number or business identity code, address, telephone number and the name of a proxy representative or legal representative and the personal identification number of the proxy representative or legal representative. The personal data given to Optomed by shareholders is used only in connection with the General Meeting and with the processing of related registrations.

The shareholder, his/her proxy representative or legal representative shall, if necessary, be able to prove his/her identity and/or right of representation at the General Meeting.

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 25 August 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 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 1 September 2022 at 10:00 a.m. (EEST). As regards nominee-registered shares, this constitutes due registration for the General Meeting.

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 General Meeting from his/her custodian bank. The account management organization of the custodian bank shall register a holder of the nominee registered shares, who wants to participate in the General Meeting, into the temporary shareholders' register of the Company at the latest by the time stated above.

3. Proxy representatives and powers of attorney

A shareholder who has registered for the meeting may participate in and exercise his/her rights at the General Meeting by way of proxy representation.

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 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 notified in connection with registration, and they are requested to be delivered completed and signed by mail to Euroclear Finland Oy, Yhtiökokous/Optomed Plc, P.O. Box 1110, FI-00101 Helsinki, Finland or by email to yhtiokokous@euroclear.euat the latest by 30 August 2022 at 4:00 p.m. (EEST), by which time the proxy documents must be received.

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/extraordinary-general-meeting-2022.

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 16 August 2022 at 10:00 a.m. (EEST) until 30 August 2022 at 4:00 p.m. (EEST).

Unless a shareholder who has voted in advance is also present in the General Meeting in person or by proxy representation, it is not possible for him / her to pose questions, to request a vote at the General Meeting or to vote on a possible counterproposal made at the General Meeting.

Advance voting can take place:

a. through the Company's website at www.optomed.com/investors/extraordinary-general-meeting-2022; or

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 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 General Meeting by submitting advance votes by mail or e-mail to Euroclear Finland Oy, the submission of votes before the due date of the registration period and advance voting constitutes due registration for the General Meeting provided that the aforementioned information required for the registration mentioned above in Section C. 1. is received before the end of the advance voting period.

Instructions concerning the voting can be found on the Company's website at www.optomed.com/investors/extraordinary-general-meeting-2022.

5. Other instructions and information

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, 16 August 2022, the total number of shares and votes in Optomed Plc is 15,400,997. 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, 16 August 2022

OPTOMED PLC

The Board of Directors