Articles of association

Last modified: 21.11.2019

The Articles of Association are in effect as of the listing.

1 § COMPANY NAME AND DOMICILE

The name of the company is Optomed Oyj and Optomed Plc in English. The domicile of the company is Oulu.

2 § FIELD OF BUSINESS

The company’s field of business is developing, manufacturing, sales, marketing, subcontracting, training, consulting, project work, resales as well as maintenance of medical and health care devices and software as well as related services. The company may own and possess real estate, shares, interests and other securities as well as trade with them.

3 § SHARES

The shares of the company belong to the book-entry system.

4 § BOARD OF DIRECTORS

The Board of Directors of the company shall comprise of a minimum of five (5) and a maximum of eight (8) ordinary members. The term of the Board of Directors shall expire at the closing of the Annual General Meeting following the election.

5 § REPRESENTATION OF THE COMPANY

The Board of Directors represents the company. The Chairman of the Board of Directors and the Managing Director, each alone, and two (2) members of the Board of Directors together have the right to represent the company. The Board of Directors may also authorize a specifically named person to represent the company, alone or together with another person.

6 § AUDITORS

The company shall have one (1) auditor, which shall be an Authorised Public Accountants firm approved by the Finnish Patent and Registration Office. The term of the auditor shall expire at the closing of the Annual Meeting following the election.

7 § FINANCIAL PERIOD

The company’s financial period is the calendar year.

8 § NOTICE TO GENERAL MEETING

The notice to convene a General Meeting shall be delivered by publishing the notice on the website of the company no earlier than three (3) months and no later than three (3) weeks prior to the General Meeting, in any event no later than nine (9) days before the record date of the General Meeting.

In order to attend a General Meeting, a shareholder must register with the company no later than the date specified in the notice of meeting, which date may not be earlier than ten (10) days prior to the General Meeting.

9 § ANNUAL GENERAL MEETING OF SHAREHOLDERS

The General Meetings of Shareholders may be held in Helsinki or in Espoo.

The Annual General Meeting must be held annually within six (6) months from the end of the financial period on the date determined by the Board of Directors.

At the Annual General Meeting, the following shall be

presented:

  1. the financial statements, which encompasses the consolidated financial statements, and
  2. the auditor’s report;

decided upon:

  1. the adoption of the financial statements
  2. the use of the profit shown on the balance sheet,
  3. the discharge of the members of the Board of Directors and the Managing Director from liability,
  4. the remuneration of the members of the Board of Directors and the auditor, and
  5. the number of the members of the Board of Directors;

elected:

  1. the members of the Board of Directors, and
  2. the auditor; and

addressed:

  1. other issues possibly indicated in the notice of the meeting.