Beskrivning
Land | Finland |
---|---|
Lista | Small Cap Helsinki |
Sektor | Hälsovård |
Industri | Medicinteknik |
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.
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 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.
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 2021. As the Company made a loss for the financial period 2021, 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 - 31 December 2021
10. 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.
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 2023 be as follows:- 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.
- EUR 36,000 for the Chairman of the Board of Directors
- EUR 18,000 for each member of the Board of Directors.
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 2023 is five (5).
13. 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.
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. 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.
17. 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.
18. 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.
19. 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".
2. 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.
3. 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.euat 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.
4. 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.
5. 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.comat 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.comor 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