Terveystalo Oyj : Corporate Governance Statement 2025

About this update from Terveystalo Oy Class A

Corporate Governance Statement 2025 1 A N N U A L R E P O R T 2 0 2 5 Corporate Governance Statement Introduction Governance at Terveystalo Plc (hereinafter referred to as "Terveystalo" or the "Company") is based on applicable laws, the rules and guidelines of Nasdaq Helsinki Ltd, as well as the Articles of Association and corporate governance principles of the Company. In addition, the Company follows the Finnish Corporate Governance Code Descriptions concerning corporate governance Terveystalo Plc is a Finnish public limited liability company domiciled in Helsinki. The parent company, Terveystalo Plc, and its subsidiaries form the Terveystalo Group (hereinafter referred to as the "Group"). The responsibility for the administration and operations of Terveystalo Group lies with the governing bodies of the parent company, Terveystalo's governance structure General Meeting (hereinafter referred to as the "Corporate Governance Code"), issued by the Securities Market Association and available on its website at https://www.cgfinland.fi/en/ . Terveystalo complies with all the recommendations in the Corporate Governance Code. Terveystalo's Corporate Governance Statement has been prepared in accordance with the Corporate Governance Reporting section of the Corporate Governance Code. Toimitusjohtaja Johtoryhmä Executive Team This statement has been reviewed and approved by Terveystalo's Audit Committee and Board of Directors, and it has been prepared separately from the Report of the Board of Directors. The statement is available on the Company's website at https://www.terveystalo.com/ en/company/investors/corporate-governance/. Terveystalo Plc. These governing bodies include the General Meeting of Shareholders, the Board of Directors, and the CEO. The General Meeting of Shareholders elects the members of the Board of Directors on the basis of the proposal of the Shareholders' Nomination Board consisting of the representatives of the Company's largest shareholders. The work of the Board of Directors is aided by two committees. The Board of Directors elects the committee members from among its members. The CEO appointed by the Board of Directors manages the operational activities of Terveystalo Group, assisted by the rest of the Executive Team. The work of the Board of Directors, its committees, the CEO, and the rest of the Executive Team is governed by the Company's corporate governance principles, adopted by the Board of Directors. These principles include the charters of the Board of Directors and its committees, the division of responsibilities between the decision-making bodies, and the principles concerning the arrangement of internal control and risk management. The Company's governance structure is presented in the chart on this page. Shareholders' Nomination Board Board of Directors Chief Executive Officer Audit Committee Internal Control and Risk Management Audit Hallitus Remuneration Committee General Meeting of Shareholders The General Meeting of Shareholders is Terveystalo's highest decision-making body. The Annual General Meeting is held annually on a date determined by the Board of Directors, within six (6) months of the end of the financial year. An Extraordinary General Meeting is convened when necessary. The Annual General Meeting deals with matters falling within its competence pursuant to the Finnish Limited Liability Companies Act and Terveystalo's Articles of Association, and any possible other matters. More detailed information about the General Meeting of Shareholders is provided in Terveystalo's Articles of Association, which can be found on the Company's website at https://www.terveystalo.com/en/company/ investors/corporate-governance/. The Annual General Meeting for 2025 was held on 8 April 2025. The decisions of each General Meeting of Shareholders can be found on Terveystalo's website at https:// www.terveystalo.com/en/company/investors/corporate-governance/ annual-general-meeting/ . Shareholders' Nomination Board In accordance with the decision of the General Meeting of Shareholders, the Shareholders' Nomination Board (hereinafter referred to as the "Nomination Board") annually prepares proposals to the next Annual General Meeting concerning the number of members on the Board of Directors and their election and remuneration. It also identifies candidates for members of the Board of Directors. The Nomination Board consists of the Chair of the Company's Board of Directors and, generally, representatives of the Company's four largest shareholders. If the ownership of the Company's fifth largest shareholder exceeds 10 percent of all the shares and votes in the Company, the five largest shareholders shall be represented in the Nomination Board. If a shareholder refrains from exercising their right to appoint a representative to the Nomination Board, the right of appointment shall pass to the next largest shareholder according to the shareholder register. The composition of the Nomination Board is determined based on the shareholdings on the first bank day of September preceding each Annual General Meeting. The Chair of the Board of Directors convenes the first meeting of the Nomination Board. The Nomination Board elects a Chair from among its members. Subsequent meetings of the Nomination Board are convened by the elected Chair. If more than half of the members of the Nomination Board are present, they constitute a quorum. The Nomination Board has a written charter which includes a more detailed description of the appointment process and the duties of the Nomination Board members as well as the procedures of the Nomination Board's meetings. A description of the main contents of the charter of the Nomination Board can be found on the Company's website at https://www.terveystalo.com/en/company/ investors/corporate-governance/shareholders-nomination-board/. Terveystalo's Nomination Board consists of the representatives of the Company's four largest shareholders based on the ownership situation on 1 September 2025, and the Chair of the Board of Directors. In accordance with the above, the following persons are members of Terveystalo's Nomination Board as of 10 September 2025: Risto Murto (Varma Mutual Pension Insurance Company), Tomas von Rettig (Rettig Investment AB), Timo Ritakallio (OP Cooperative), Juulia Kurunsaari (Ilmarinen Mutual Pension Insurance Company), and Kari Kauniskangas (Chair of the Board of Directors of Terveystalo Plc). In its organising meeting held on 10 September 2025, the Nomination Board re-elected Risto Murto as its Chair. Risto Murto b. 1963, male, Ph.D. (Econ.), Finnish citizen Chair of the Shareholders' Nomination Board Appointed by: Varma Mutual Pension Insurance Company Main occupation: President and CEO, Varma Mutual Pension Insurance Company Tomas von Rettig b. 1980, male, BBA (Bachelor of Business Administration), CEFA (Certified European Financial Analyst), Finnish citizen Member of the Shareholders' Nomination Board Appointed by: Rettig Investment AB Main occupation: Investor, Chairman of the Board, Rettig Ltd Timo Ritakallio b. 1962, male, D.Sc. (Tech.), LL.M., MBA, vuorineuvos (Finnish honorary title), Finnish citizen Member of the Shareholders' Nomination Board Appointed by: OP Cooperative Main occupation: President and Group Chief Executive Officer, OP Pohjola Juulia Kurunsaari b. 1967, female, Master of Laws (LLM), Attorney, Finnish citizen Member of the Shareholders' Nomination Board Appointed by: Ilmarinen Mutual Pension Insurance Company Main occupation: EVP, General Counsel, Ilmarinen Mutual Pension Insurance Company The fifth member of the Nomination Board is the Chair of the Company's Board of Directors, Kari Kauniskangas, whose information is presented below in the section Board of Directors. The Shareholders' Nomination Board forwarded its proposals for the Annual General Meeting to Terveystalo's Board of Directors on 19 December 2025. In 2025, the Nomination Board convened four times. The attendance rate of the members was 100 percent. Board of Directors According to Terveystalo's Articles of Association, the Board of Directors has a minimum of five (5) and a maximum of eight (8) ordinary members. The General Meeting of Shareholders elects the members of the Board of Directors. The Board of Directors elects the Chair from among its members. The term of the members of the Board of Directors expires at the closing of the Annual General Meeting following the election. In 2025, the Annual General Meeting elected seven members to the Board of Directors. The members of the Board of Directors as well as their, and their controlled entities' shareholdings in Terveystalo on 31 December 2025, are presented on the following pages. The current information on the Board of Directors can be found on the Company's website at https:// www.terveystalo.com/en/company/investors/corporate-governance/ board-of-directors . Kari Kauniskangas b. 1962, male, M.Sc. (Econ.), Finnish citizen. Chairman of the Board of Directors since 2019. Independent of the Company and its largest shareholders. Committee memberships: Chairman of the Remuneration Committee, member of the Shareholders' Nomination Board Main occupation: Board Professional Relevant work experience: 2008-2017, Fiskars Corporation, President and CEO, 1999-2007 Amer Sports Corporation, multiple executive positions, most recently Senior Vice President, Sales & Distribution and Head of Winter & Outdoor division Main positions of trust: 2025- Oras Group, Chairman of the Board of Directors, 2019- Veho Oy AB, Chairman of the Board of Directors, 2013- Veho Oy AB, Member of the Board of Directors Main past positions of trust: 2020-2022 Ahlström Capital Oyj, Chairman of the Board of Directors, 2018-2019 Raisio Plc, Vice Chairman of the Board of Directors, 2008-2010 Wärtsilä Corporation, Member of the Board of Directors Shareholding in Terveystalo on 31 December 2025: 29,285 Matts Rosenberg b. 1977, male, Ph.D. (Econ.), Finnish citizen. Vice Chairman of the Board of Directors since 2022. Independent of the Company but not of its largest shareholders due to his position as the Chief Executive Officer of Rettig Group until June 2025. Committee memberships: Member of the Audit Committee Main occupation: Solidium, CEO Relevant work experience: 2019-2025 Rettig, CEO, 2018-2019 Rettig, Deputy CEO and Head of Core Investments, 2016-2018 Rettig, COO, 2014-2016 Fortaco Group, Deputy CEO and CFO, 2005-2013 IK Partners, Investment Professiona l Main past positions of trust: 2025 Aktia, Chairman of the Board of Directors, 2024-2025 Aktia, Member of the Board of Directors, 2024-2025 Aktia, Member of the Audit Committee, 2024-2025 Aktia, Member of the Remuneration and Corporate Governance Committee, 2024-2025 Purmo Group, Member of the Board of Directors, 2024-2025 Purmo Group, Chairman of the Audit Committee, 2024-2025 Purmo Group, Member of the M&A Committee, 2021-2024 Purmo Group, Vice Chairman of the Board of Directors, 2016-2021 Purmo Group, Member of the Board of Directors, 2021-2024 Purmo Group, Chairman of the M&A Committee, 2018-2024 Purmo Group, Member of the Audit Committee, 2020-2021 Alandia Försäkring Abp, Chairman of the Board of Directors, 2020-2021 Alandia Försäkring Abp, Chairman of the Solvency and Investment Committee, 2017-2020 Alandia Försäkring Abp, Deputy member of the Board of Directors, 2018-2021 Nordkalk Corporation, Chairman of the Board of Directors, 2016-2018 Nordkalk Corporation, Member of the Board of Directors, 2018-2021 Nordkalk Corporation, Member of the Audit Committee Shareholding in Terveystalo on 31 December 2025: 18,902 Sofia Hasselberg b. 1983, female, M.D., Licenced Physician, Swedish citizen. Member of the Board of Directors since 2023. Independent of the Company and its largest shareholders. Committee memberships: Member of the Audit Committee Main occupation: Bonnier Capital, Investment Director Relevant work experience: 2022- Bonnier Capital, Investment Director, 2020-2022 Clinic Friends AB, Co-founder and CEO, 2018-2020 MSD Sweden, Head of Marketing and Digital Operations, 2011-2017 McKinsey& Co. Management Consultant Main positions of trust: 2024- Safe Life AB, Member of the Board of Directors, 2023- Acast AB, Chairwoman of the Nomination Committee, 2021- Preglife AB Member of the Board of Directors Main past positions of trust: 2022-2025 Elypta AB, Member of the Board of Directors, 2022-2024 Medoma AB, Member of the Board of Directors, 2020-2023 Clinic Friends AB, Member of the Board of Directors, 2021-2022 ATOS Medical AB, Member of the Board of Directors and Member of Remuneration Committee, 2017-2022 Getinge AB, Member of the Board of Directors and Member of Audit Committee Shareholding in Terveystalo on 31 December 2025: 6,013 Ari Lehtoranta b. 1963, male, M.Sc. (Eng.), Helsinki University of Technology, Finnish citizen. Member of the Board of Directors since 2023. Independent of the Company and its largest shareholders. Committee memberships: Member of the Remuneration Committee Main occupation: Board professional Relevant work experience: 2021-2022 Parmaco Oy, Interim CEO, 2017-2021 Caverion Corporation, CEO and President, 2014-2017 Nokian Tyres Plc, CEO and President, 2008-2014 Kone Corporation, multiple executive positions, most recently Executive Vice President, Central and Northern Europe, 1985-2008 Nokia Telecommunications/Networks, multiple VP/ EVP-level positions Main positions of trust: 2025- Elcoline Oy, 2024- SRV Oyj, Chairman of the Board of Directors, 2021- Koiviston Auto Oy, Chairman of the Board of Directors, 2021- Parmaco Oy, Member of the Board of Directors, 2016- Orion Corporation, Member of the Board of Directors (2020- Chairman of the Audit Committee) Main past positions of trust: 2013-2017 Caverion Corporation, Member of the Board of Directors (2015-2016 Chairman of the Board of Directors), 2009-2014 Elisa Corporation, Member of the Board of Directors, 2012-2014 Elisa Corporation, Vice Chairman of the Board of Directors, 2002-2003 Redback (Nasdaq), Member of the Board of Directors Shareholding in Terveystalo on 31 December 2025: 10,018 Carola Lemne b. 1958, female, M.D., Licensed physician and associate professor, Karolinska Institutet, Swedish citizen. Member of the Board of Directors since 2022. Independent of the Company and its largest shareholders. Committee memberships: Member of the Remuneration Committee Main occupation: Board Professional Relevant work experience: 1998- Karolinska Institutet, Associate professor, 2014-2018 Confederation of Swedish Enterprise, Director General, 2008-2014 Praktikertjänst AB, CEO and President, 2000-2007 Danderyds University Hospital, CEO, 1993-2000 Pharmacia Corporation, Multiple managerial positions, most recently Vice President, Clinical Development and Regulatory Affairs Strategy Main positions of trust: 2025- Samhall AB, Chairman of the Board of Directors, 2024- Sophiahemmet, Member of the Board of Directors, 2023- IRLAB AB, Chairman of the Board of Directors, 2022- Swedish Heart Lung Foundation, Member of the Board of Directors, 2019- Junior Achievement Sweden, Chairman of the Board of Directors, 2017- Arjo AB, Member of the Board of Directors Main past positions of trust: 2019-2023 IRLAB AB, Vice Chairman of the Board of Directors, 2019-2022 ArtClinic AB, Chairman of the Board of Directors, 2019-2022 International English School AB, Chairman of the Board of Directors, 2018-2019, Alecta AB, Vice Chairman of the Board of Directors, 2015-2018 AFA Försäkringar, Member of the Board of Directors, 2013-2017 Uppsala University, Chancellor, 2010-2014 Investor, Independent Director, 2009-2011 Meda, Member of the Board of Directors, 2008-2018 Confederation of Swedish Enterprise, Member of the Board of Directors, 2004-2009 Apoteket, Member of the Board of Directors, 2004-2009 Strategic Research Foundation, Member of the Board of Directors, 2003-2017 Getinge AB, Member of the Board of Directors Shareholding in Terveystalo on 31 December 2025: 8,640 Kristian Pullola b. 1973, male, M.Sc. (Econ.), Finnish citizen. Member of the Board of Directors since 2021. Independent of the Company and its largest shareholders. Committee memberships: Chairman of the Audit Committee Main occupation: Elisa Corporation, CFO Relevant work experience: 2022-2025 Finnair Oyj, CFO, 2017-2020 Nokia Corporation, CFO, 1999-2016 multiple executive and managerial positions in finance and treasury at Nokia Corporation, most recently Senior Vice President, Corporate Controller Main positions of trust: 2021- Kemira Oyj, Member of the Board of Directors and Chairman of the Audit Committee, 2022- FinanceKey Oy, Chairman of the Board of Directors Main past positions of trust: 2021-2025 Eduhouse Oy, Chairman of the Board of Directors, 2021-2023 Antilooppi real estate investment company, Chairman of the Board of Directors, 2010-2021 Ilmarinen Mutual Pension Insurance Company, Member of the Board of Directors Shareholding in Terveystalo on 31 December 2025: 12,611 Teija Sarajärvi b. 1969, female, MA, Finnish citizen. Member of the Board of Directors since 2024. Independent of the Company and its largest shareholders. Committee memberships: Member of the Remuneration Committee Main occupation: Wärtsilä Oyj, Executive Vice President, HR and Member of the Board of Management Relevant work experience: 2022- Wärtsilä Oyj, Executive Vice President, HR and Member of the Board of Management, 2015-2021 Huhtamäki Oyj, multiple executive positions, most recently Executive Vice President, HR and Safety and Member of the Global Executive Team, 2012-2015 OP Financial Group, Executive Vice President, HR, Member of the Executive Board, 2009-2012 Metso Oyj, multiple director-level HR positions in different divisions, most recently Senior Vice President HR, Metso, Pulp, Paper, and Power Segment, 1998-2009 Nokia Oyj, multiple director-level HR positions, most recently Director, Human Resources, Nokia Markets, 1994-1998 ABB Oyj, multiple positions Main past positions of trust: 2020-2022 Neles, Member of the Board of Directors and Member of the Remuneration Committee, 2019-2020 Outotec, Member of the Board of Directors and Member of Human Capital Committee, 2017-2019 Sarlin Group, Member of the Board of Directors, 2012-2015 OP Pension Fund, OP Pension Foundation, Chairman of the Board of Directors, 2013-2015 Federation of Finnish Financial Services, Chairman of the Labour Market Committee, 2014-2015 Confederation of Finnish Industries, Member of Skilled Workforce Committee, 2013-2015 Unico Banking Group, Member of HR Committee Shareholding in Terveystalo on 31 December 2025: 3,514 Independence of the Board of Directors In accordance with the Corporate Governance Code, the majority of the members of the Board of Directors shall be independent of the Company and at least two members who are independent of the Company shall also be independent of the significant shareholders of the Company. The Board of Directors evaluates its independence annually in accordance with the Corporate Governance Code. According to the Board of Directors' assessment, in 2025, all members of the Board of Directors were independent of the Company. Kari Kauniskangas, Sofia Hasselberg, Ari Lehtoranta, Carola Lemne, Kristian Pullola and Teija Sarajärvi are in addition independent of the major shareholders of the Company. According to the Board of Directors' assessment, Matts Rosenberg is not independent of the major shareholders of the Company as he acted as Chief Executive Officer of Rettig Group until June 2025. Changes to the Board of Directors Kari Kauniskangas (Chair), Matts Rosenberg, Sofia Hasselberg, Ari Lehtoranta, Carola Lemne, Kristian Pullola, and Teija Sarajärvi acted as members of the Board of Directors in 2025. They were all re-elected as members of the Board of Directors in the Annual General Meeting for 2025, held on 8 April 2025. There were no changes in the composition of the Board of Directors during 2025. Diversity of the Board of Directors The Company's principles concerning the diversity of the Board of Directors came into effect on 27 September 2017. The Board of Directors last updated the principles concerning diversity on 13 February 2025. The Company regards the diversity of the Board of Directors as an essential factor which supports the Company's business operations and its development as well as the attainment of the Company's strategic targets. The work of the Board of Directors requires understanding of the differences in cultures, values, and ways of conducting business. In accordance with the Company's principles concerning diversity applied from 13 February 2025 onwards, diversity is assessed from a number of aspects, including age, gender, educational and professional background, experience in industries, services, products or geographic areas relevant to the Company as well as experience in areas of expertise relevant to the Company including but not limited to financial and risk management, strategy work, and matters related to sustainability and responsible business conduct. The number of terms served on the Board of the Company may also be taken into account. There shall be balanced representation of women and men in the Board meeting the requirements set out in applicable legislation and the Corporate Governance Code. The directors shall have sufficient and versatile expertise as well as mutually complementary experience and knowledge of the industries relevant for the Company. The requirements set by the Company's operations and development stage shall be reflected in the Board composition. In planning the composition of the Board of Directors, the Nomination Board considers the composition of the Board from the perspective of the Company's current and future business needs, taking into account the diversity of the Board. In 2025, the Company's Board of Directors met the diversity criteria. The members of the Board of Directors represent expertise in, for example, the healthcare sector, but also from various other industries. The members have extensive experience in different leadership roles across various industries in companies serving different customer groups. They represent knowledge of business conduct in the Company's target markets in Finland and Sweden as well as, among other things, of strategic and financial management, risk management, business ethics, compliance, and topics related to sustainability (ESG). The Board of Directors includes members who are trained as doctors but it also includes members with different educational backgrounds. Persons from outside of Finland accounted for two (29 percent) of the members of the Board of Directors. The age span of the members of the Board of Directors that served in 2025, was 42-67 years as at 31 December 2025. Of the members, two (29 percent) were between the ages of 40 and 49, two (29 percent) were between the ages of 50 and 59, and three (43 percent) were aged 60 or older. In 2025 (and on average during the year), of the members of the Board of Directors three (43 percent) were women and four (57 percent) were men. Description of the work of the Board of Directors The Board of Directors has adopted a written charter of the Board of Directors on 23 January 2018 and last updated it on 13 February 2025. The charter supplements the provisions of the Company's Articles of Association and the applicable laws and regulations. The charter of the Board of Directors Board diversity in figures Board composition on 31 December 2025 Gender 57% Male (4) 43% Female (3) Age 29% 40-49 years (2) 29% 50-59 years (2) 43% ≥ 60 years (3) describes, among other things, the Board's composition, appointment process of the directors reporting directly to the CEO, responsibilities of the Board of Directors, meeting arrangements, and Terveystalo's executive management's reporting to the Board of Directors. The Board of Directors takes care of tasks pertaining to its area of responsibility in accordance with the applicable legislation, Terveystalo's Articles of Association, the charter of the Board of Directors, the Corporate Governance Code, and other rules and regulations applicable to Finnish listed companies. The Board of Directors has general competence to decide and to act in matters that do not fall within the competence of the General Meeting of Shareholders or the CEO's general authority under law or the Company's Articles of Association. The Board of Directors is responsible for the Company's governance and the appropriate arrangement of its operations. In addition, the Board of Directors is responsible for ensuring appropriate supervision of the Company's accounting and asset management. The Board of Directors decides on matters of principle and on any issues that can have broad-ranging implications for the Company. The Board of Directors decides on major corporate plans and transactions concerning the Company. The Board of Directors also establishes limits for capital expenditure, investments, divestments, and financial commitments. The Board of Directors' responsibilities also include reviewing and approving the strategic objectives and strategic plans of the Company and its various business functions as well as monitoring their implementation. It also addresses and guides the sustainability strategy and key sustainability-related action plans. The Board of Directors is also responsible for reviewing and approving the Company's financial and sustainability-related targets as well as monitoring and overseeing the achievement of such targets. In addition, the Board of Directors duties include monitoring and assessing the Company's financial and sustainability reporting systems, approving the Company's financial reports and the sustainability statement, as well as monitoring the Company's external audit process and the assurance process of the sustainability statement. The Board of Directors prepares the appointment of the Company's auditor and assurance provider of the sustainability reporting. The Board of Directors also ensures that the Company has defined the operating principles of internal control, internal auditing, and risk management, monitors compliance with these principles, as well as monitors and evaluates the effectiveness of internal control, internal audit, and risk management. In all situations, the Board of Directors shall act in the best interest of the Company and its shareholders. The Board of Directors appoints and dismisses the CEO, supervises the CEO's actions, and approves the CEO's service contract. It also approves the CEO's remuneration and other benefits upon the recommendation of the Remuneration Committee, within the framework of the Remuneration Policy presented to the General Meeting of Shareholders. Upon the proposal of the CEO, the Board of Directors also appoints the rest of the Executive Team reporting directly to the CEO and approves their service contracts and remuneration based on the recommendation of the Remuneration Committee. In addition, the CEO shall consult the Chair of the Board of Directors on the dismissal of members of the Executive Team reporting directly to the CEO. The number of terms or the age of members of the Board of Directors has not been limited. A description of the main contents of the charter of the Board of Directors can be found at https:// www.terveystalo.com/en/company/investors/corporate-governance/ board-of-directors . In 2025, the Board of Directors convened 14 times. The average attendance rate at meetings of the Board of Directors was approximately 99 percent. The attendance rate of each member is shown in a separate table under Attendance of Board members at Board and Committee meetings in 2025. In principle, the CEO attends the meetings of the Board of Directors. The Chief Financial Officer (CFO), other members of the Company's Executive Team, and the General Counsel attend the meetings upon invitation by the Board of Directors. Committees of the Board of Directors The Company's Board of Directors has established two committees to improve the efficacy of the work of the Board of Directors: the Audit Committee and the Remuneration Committee. The committees support the Board of Directors with the preparation and performance of its duties and responsibilities. The Board of Directors determines the size and composition of the committees and approves their charters. Audit Committee The Audit Committee carries out its responsibilities under its charter adopted by the Board of Directors on 23 January 2018 and last updated on 13 February 2024. The Audit Committee assists the Board of Directors in performing and monitoring its supervisory duties related to the financial and sustainability reporting processes as well as auditing of the financial reports and assurance of the sustainability statement. In addition, the Audit Committee assists the Board of Directors in supervising matters related to financial, and sustainability reporting, internal control, internal auditing, and risk management. The Audit Committee monitors and assesses the financial and sustainability reporting systems and the quality and integrity of the financial statements, other financial reports and the sustainability statement. In addition, the Audit Committee monitors the statutory audit of the financial statements and consolidated financial statements as well as assurance of the sustainability statement. The Audit Committee also monitors and assesses the effectiveness of the Company's internal control, internal auditing, and risk management systems and assesses the performance of internal auditing. Furthermore, the Audit Committee evaluates the qualifications and independence of the external auditor and the assurance provider and, in particular, the provision of non-audit and non-assurance services to the Company, prepares the proposals for the remuneration and election or re-election of the external auditor and the assurance provider, and monitors compliance with laws and regulations. The Audit Committee monitors and assesses how agreements and other legal acts between the Company and its related parties meet the requirements of the ordinary course of business and arm's length terms. In addition, the Audit Committee shall ensure that the Board of Directors is aware of matters which may significantly impact the Company's financial condition or business operations. A description of the main contents of the charter of the Audit Committee can be found at https://www.terveystalo.com/en/company/ investors/corporate-governance/board-of-directors/. The Audit Committee consists of at least three members appointed by the Board of Directors. The Audit Committee has a Chair, elected by the Board of Directors. The members of the Audit Committee must meet the expertise and independence criteria, and other criteria applicable to Audit Committee members of publicly listed companies in Finland. These provide, among other things, that the majority of the Audit Committee members shall be independent of the Company, and at least one member shall be independent of the major shareholders of the Company. The members of the Audit Committee must have sufficient expertise and experience with respect to the Committee's area of responsibility and the mandatory tasks relating to auditing. In 2025, Kristian Pullola served as the Chair of the Audit Committee, and Sofia Hasselberg and Matts Rosenberg served as Committee members. There were no changes in the composition of the committee during 2025. The Audit Committee establishes its own meeting schedule and shall meet at least four times per year. The Audit Committee convened five times during the year 2025. The average attendance rate of the Committee members was 100 percent. The attendance rate of each member is shown in a separate table under Attendance of Board members at Board and Committee meetings in 2025. Remuneration Committee The Remuneration Committee carries out its responsibilities under its charter adopted by the Board of Directors. The charter of the Remuneration Committee was adopted on 23 January 2018 and last updated on 9 February 2023. The Board's Remuneration Committee prepares Terveystalo's Remuneration Policy of Governing Bodies and the Remuneration Report. The Remuneration Committee prepares the appointment of the CEO and the rest of the Executive Team who report directly to the CEO. It also assists the Board of Directors with any major management reorganisations based on the preparation and proposals by the CEO. The Remuneration Committee assists the Board of Directors with the performance evaluation of the CEO and the rest of the Executive Team reporting directly to the CEO, prepares and assesses the remuneration of the CEO and the rest of the Management Team who report directly to the CEO, prepares the short-term and long-term incentive plans, as well as reviews appropriate succession planning procedures for the CEO and the rest of the Management Team who report directly to the CEO. A description of the main contents of the charter of the Remuneration Committee can be found at https://www.terveystalo.com/en/company/investors/ corporate-governance/board-of-directors/. The Remuneration Committee consists of a minimum of three members elected by the Board of Directors from among its members. The Remuneration Committee has a Chair, elected by the Board of Directors. The members of the Remuneration Committee must meet the independence criteria applicable to such committee members of publicly listed companies in Finland, including that the majority of the members of the committee must be independent of the Company. Remuneration Committee members must possess the expertise and experience required for the performance of the duties and responsibilities of the Remuneration Committee. Desirable qualifications for members of the Remuneration Committee include experience in business management, corporate governance, human resources management, as well as personnel and executive remuneration. In 2025, Kari Kauniskangas served as the Chair of the Remuneration Committee, and Ari Lehtoranta, Carola Lemne and Teija Sarajärvi served as Committee members. There were no changes in the composition of the committee during the year. The Remuneration Committee establishes its own meeting schedule and meets as frequently as necessary to carry out its responsibilities under its charter, and in any event at least twice a year. The Remuneration Committee convened five times during the year 2025. The average attendance rate of the Committee members was approximately 93 percent. The attendance rate of each member is shown in a separate table under Attendance of Board members at Board and Committee meetings in 2025. ATTENDANCE OF BOARD MEMBERS AT BOARD AND COMMITTEE MEETINGS IN 2025 Name Attendance at Board meetings 1) Attendance at Audit Committee meetings 1) Attendance at Remuneration Committee meetings 1) Kari Kauniskangas 14/14 5/5 Matts Rosenberg 14/14 5/5 Sofia Hasselberg 14/14 5/5 Ari Lehtoranta 14/14 5/5 Carola Lemne 13/14 4/5 Kristian Pullola 14/14 5/5 Teija Sarajärvi 14/14 5/5 1) Attendance rates cover meetings held during each member's term of office. Chief Executive Officer The CEO is responsible for the day-to-day management of the Company and for implementing the Company strategy in accordance with the instructions and orders issued by the Board of Directors. The CEO undertakes the execution of measures approved by the Board of Directors and oversees preparations for strategically important measures. The CEO ensures that the management of the Company is adequately arranged, that the Company's accounting complies with the applicable legislation and that the Company's administration and asset management have been arranged appropriately. The CEO leads Terveystalo's risk management, supported by the CFO. The CEO serves as the Chair of Terveystalo's Executive Team and reports to the Board of Directors. The Board of Directors appoints the CEO and approves the CEO's service contract and compensation based on the recommendation by the Remuneration Committee and within the framework of the Remuneration Policy presented at the General Meeting of Shareholders. Ville Iho has served as the CEO of Terveystalo since late 2019. Biographical details of the CEO are provided below under Group Executive Team and management system. Group Executive Team and management system The Company's CEO serves as the Chair of the Executive Team. As at 31 December 2025, the Executive Team included the CEO who also acts as the Executive Vice President of the Healthcare Services, the Chief Financial Officer, the Chief Medical Officer, the Executive Vice President of the Portfolio Businesses, the Executive Vice President of the Swedish Business Area, the Senior Vice President, Corporate Health, the Senior Vice President of the Digital Services, the Senior Vice President of People and Careers and the Senior Vice President of Communications and Public Affairs. The Executive Team assists the CEO with tasks such as the preparation and execution of the matters relating to the Company's strategy, business plans, matters of principle, and any other important matters. The Executive Team, together with the CEO, assesses the functionality and effectiveness of risk management in connection with the Company's strategy and operational planning. Management also participates in the implementation of internal control. In addition, the Executive Team assists the CEO in ensuring the flow of information and working internal cooperation. The Board of Directors appoints the members of the Executive Team and approves the their service contracts and compensation based on the recommendation by the Remuneration Committee. The Executive Team meets once or twice a month or as needed. The members of the Executive Team report to the CEO. The members of the Executive Team as well as their, and their controlled entities' shareholdings in Terveystalo on 31 December 2025, are presented below. The current information on the Group Executive Team can be found from the Company's website at https://www.terveystalo.com/en/company/ investors/corporate-governance/ceo-and-executive-team/. Ville Iho President and CEO Executive Vice President, Healthcare Services b. 1969, male, M.Sc. (Eng.), Finnish citizen. President and Chief Executive Officer since December 2019. Executive Vice President, Healthcare Services since April 2025. Relevant work experience: Nurminen Logistics Plc, CEO. Prior to this, multiple managerial positions at Finnair Plc, most recently as COO, Deputy CEO, and acting CEO. Main positions of trust: The Finnish Association of Private Care Providers, Chairman of the Board of Directors, Confederation of Finnish Industries (EK), Member of the Board of Directors and Member of the Executive Committee Shareholding in Terveystalo on 31 December 2025: 33,183 Juuso Pajunen Chief Financial Officer b. 1981, male, M.Sc. (Econ.), Finnish citizen. Chief Financial Officer and Member of the Executive Team since November 2022. Relevant work experience: AFRY AB, CFO, Pöyry Group, CFO. Prior to this, multiple senior financial positions at Pöyry Group. Main positions of trust: 3Step IT Group Oy, Member of the Board of Directors, Granlund Oy, Member of the Board of Directors Shareholding in Terveystalo on 31 December 2025: 24,269 Petteri Lankinen Chief Medical Officer b. 1981, male, M.D., Docent, adjunct professor, eMBA, Finnish Citizen. Member of the Executive Team since November 2024. Relevant work experience: Nordic Healthcare Group, Chief Medical Officer and Senior Partner, Satakunta Wellbeing Services County, Chief Medical Officer and Director of Specialized Health Care and Hospital Services, Satakunta Hospital District, multiple roles, including Chief Executive Officer, Hospital District, CMO and Managing Director of Health Care Services, Turku University Central Hospital, CMO of Quality and Evaluation. Prior to this, multiple physician roles. Shareholding in Terveystalo on 31 December 2025: 0 Laura Karotie Senior Vice President, Corporate Health b. 1979, M.Sc. (Eng.). Finnish Citizen. SVP, Corporate Health (part of Healthcare Services), and Member of the Executive Team since October 2025. Relevant work experience: Caverion Finland, Vice President of Advisory & Partnerships, Caverion Finland, Vice President, Property Management Services, Caverion Oyj, Vice President, Services Business Development. Prior to this several positions at Boston Consulting Group. Shareholding in Terveystalo on 31 December 2025: 0 Henri Mäenalanen Executive Vice President, Portfolio Businesses b. 1983, male, M.Sc. (Eng.), Finnish citizen. Member of the Executive Team since April 2023. Relevant work experience: Terveystalo Plc, multiple managerial positions, most recently Director of Operations (COO), Regional Director and Business Unit Director. Prior to this, managerial positions at Anttila Oy and Kesko Group. Shareholding in Terveystalo on 31 December 2025: 4,444 Stefan Kullgren Executive Vice President of the Swedish Business Area and CEO of Feelgood AB b. 1970, male, M.Sc. (Econ.), MBA, Swedish citizen. Member of the Executive Team since November 2023. Relevant work experience: Oral Care AB, Deputy CEO and Director responsible for clinics, Evidensia Djursjukvård, Chief Operating Officer (COO), Ambea Group, Director Business Development and responsible for Rent a Doctor business unit, as well as operations in Norway, Danske Bank Corporate Finance, Director M&A. Shareholding in Terveystalo on 31 December 2025: 10,000 Ilari Richardt Senior Vice President, Digital Services b. 1992, male, M.Sc. (Tech.), eMBA, Finnish citizen. Senior Vice President Digital Services and member of the Executive Team since March 2023. Relevant work experience: Terveystalo Plc, multiple managerial positions within digital development. Prior to this, multiple software developer roles. Shareholding in Terveystalo on 31 December 2025: 6,337 Minttu Sinisalo Senior Vice President, Human Resources b. 1980, female, M.Sc. (Econ.), Finnish citizen. Senior Vice President HR and member of the Executive Team since 2020 and until 31 December 2025 1) . Relevant work experience: Finnair Plc, multiple HR leadership positions, most recently VP, People and Culture at Finnair Operations business unit. Prior to this, August Associates, HR manager and management consultant. Main positions of trust: Hakonen, Member of the Board of Directors, Ilmarinen Mutual Pension Insurance Company, Member of the Supervisory Board Main past positions of trust: A-Talent Recruiting Oy, Member of the Board of Directors, Finnair Pension Fund Board member and Chairman of the Board Shareholding in Terveystalo on 31 December 2025: 5,627 1) Minttu Sinisalo, member of Terveystalo's Executive Team and Senior Vice President, Human Resources left the Company on 31 December 2025 and moved to a new role outside the Company. Petra Gräsbeck Senior Vice President, Communications and Public Affairs b. 1976, female, M.A., Finnish Citizen. Senior Vice President, Communications and Public Affairs and member of the Executive Team since August 2024. Relevant work experience: Anora Group, Director, Communications and Sustainability. Prior to this several communications and public affairs management positions, including Head of Communications at Hartwall. Shareholding in Terveystalo on 31 December 2025: 175 Changes in the Group Executive Team in 2025 During 2025, the Group Executive Team included Sari Heinonen (Senior Vice President, Healthcare Services) who left the Company in April 2025. Since Heinonen's departure, the Healthcare Services business area has been led by CEO Ville Iho. Senior Vice President, Human Resources Minttu Sinisalo left the Company on 31 December 2025 to take on a new role outside the Company. Terveystalo announced on 16 February 2026 that Hilppa Rautpalo, Master of Laws (trained at the bench), born in 1974, has been appointed Senior Vice President of Human Resources and a member of the Group's Management Team. She will start in the position no later than 14 August 2026. A new member, Laura Karotie, joined the Executive Team as Senior Vice President of Corporate Health in October 2025. Veera Siivonen, M.Sc. (Tech.), born in 1980, joined the Executive Team as a new member and as Senior Vice President of Digital Care in January 2026. Sari Heinonen Executive Vice President, Healthcare Services b. 1976, female, PhD, Finnish citizen. EVP, Healthcare Services, and Member of the Executive Team since February 2024 and until 15 April 2025. Relevant work experience: OP Life Assurance Company, CEO. Prior to this several managerial positions at OP Financial Group, including SVP, retail customers in banking, Chief Marketing Officer, and SVP Customer service channels. In addition, managerial positions at DNA Plc. Main past positions of trust: Member of the Board of Directors at OP Helsinki, Kaleva Media Group, Data & Marketing Association of Finland, and Lähi-Tapiola Pohjoinen Subsidiaries - Operative business 3. Descriptions of internal control procedures and the main features of risk management systems Group organisation Risk management Terveystalo Healthcare Holding Oy Financing Terveystalo Plc The parent company of the Group Risk management is part of Terveystalo's management system. The Company applies a risk management policy adopted by the Board of Directors. The purpose of risk management is to ensure comprehensive and appropriate identification, assessment, management, and monitoring of risks across the entire Group. It is an integral part of Terveystalo's strategy process, decision-making, daily management and operations, as well as control and reporting procedures. Terveystalo Healthcare Oy Group's centralised procurement The objectives of risk management include, among others: Support the Board, the Audit Committee, and the CEO in risk management and governance Suomen Terveystalo Oy and other operative companies The operative business Assist the Group Executive Team in identifying risks related to strategic objectives Ensure understanding of the Group's material risks and provide management with high-quality, timely risk information essential for decision-making and risk mitigation Support business operations in achieving agreed objectives within acceptable risk levels Risk management process Risk management is an integral part of Terveystalo Group's planning processes and monitoring and reporting procedures. The level of risk-taking in relation to risk-bearing capacity is assessed particularly during strategy reviews and when deciding on business projects and investments significant to the Group. Risks are assessed and managed in a business-driven and comprehensive manner. This means that key risks are systematically identified, assessed, managed, monitored, and reported as part of business operations at both Group and business-unit levels. Sustainability risks are assessed as part of the Terveystalo Group's overall risk management. Terveystalo's risk management also forms part of value chain risk management, carried out in cooperation with suppliers of goods and services. The Board ensures that the Company has defined principles for internal control, internal audit, and risk management, and monitors compliance with these principles. In accordance with Terveystalo's risk management policy, the Board approves the Group's risk management policy and reviews the Group's most significant risks and uncertainties. In accordance with Terveystalo's risk management policy, the CEO leads Terveystalo's risk management. The CEO is supported by the CFO, who addresses current risk management matters and prepares the draft Group risk report. The CEO, together with the Executive Team, evaluates the functionality The CEO, CFO, and General Counsel usually serve as members of the subsidiaries' Board of Directors with the exception of, for example, subsidiaries of Feelgood Svenska AB where the CFO, the Executive Vice President of the Swedish Business Area and the Chief Financial Officer of Feelgood usually serve as the members of the Board of Directors. From the perspective of business operations, the Group subsidiaries operate in accordance with the Group's management system. The Group's operative business activities are mainly carried out by Suomen Terveystalo Oy, Terveystalo Julkiset palvelut Oy, and Terveystalo Kuntaturva Oy in Finland and by Feelgood Företagshälsovård AB in Sweden. Terveystalo Healthcare Oy is the Group's procurement company. Ensure business continuity by integrating continuity and risk management processes Safeguard the quality of care and patient safety Protect the confidentiality, integrity, and availability of information Terveystalo strives to proactively identify, analyse, and manage major risks. Risk management is an integral part of management. It contributes to strategic development, helps managers make informed choices, puts measures in an order of priority, takes into account opportunities, uncertainties, and their effects, and distinguishes between alternative approaches. and effectiveness of risk management in connection with strategy and operational planning. Terveystalo's risk management is assessed annually in internal and external audits of the ISO 9001:2015 quality system, the ISO 14001:2015 environmental system, and the ISO 13485 quality system for application development. Internal control In its operations, the Company applies a risk management policy, adopted by the Board of Directors. The policy also covers internal control and internal audit. Internal control is based on Terveystalo's risk management system, business culture, and respective practices. The Group's values, Code of Conduct, and Group policies and principles, such as the Risk Management Policy, Financial Policy, Procurement Policy, Disclosure Policy, and approval authorisations, guide the internal control. The purpose of internal control and compliance is to ensure compliance with policies, procedures, and corporate governance principles throughout the Group, secure sufficient internal controls, and ensure the accuracy of financial reporting. It aims to create a uniform control environment by applying appropriate internal control principles in the various business processes. Terveystalo has an open reporting channel available for everyone. This channel enables anonymous reporting of observed or suspected misconduct at https://www.report . whistleb.com/en/terveystalo. Internal control is carried out by the Board of Directors, Audit Committee, operational management and, in respect of the financial reporting process, the employees in financial administration. Terveystalo's Board of Directors bears overall responsibility for internal control and risk management in the Company. The objectives of internal control related to the financial reporting process are to ensure that Terveystalo Group's financial reporting is reliable, that interim reports and financial statements are prepared in accordance with the accounting principles and policies applied by Terveystalo and give essentially correct information of the Company's finances, and that the regulations and principles of operation are complied with. The Board of Directors has delegated the practical implementation of an efficient control environment and control measures related to the reliability of financial reporting to the CEO. Generally, financial reporting-related policies are owned by the Chief Financial Officer. The CFO is responsible for the control environment of financial reporting. The CFO acts as the owner of reporting risks, reporting to the Audit Committee and the Board of Directors on risk management and internal control. Control involves various measures, such as the revision of financial reports, the balancing of accounts, subledgers, and system transfers, logical analyses of reported figures, and reference analyses of forecasts and realisations. Monitoring of monthly performance in relation to the specified targets is an essential factor. These control measures are carried out at different organisational levels. The purpose of internal controls related to the sustainability reporting process is to ensure that Terveystalo Group's sustainability reporting is reliable and that the information reported in the sustainability statement has been prepared in accordance with Terveystalo's calculation and accounting principles. Terveystalo's Group-level principles and processes concerning statutory reporting, risk management and internal control are observed in sustainability reporting. The internal control of sustainability reporting is based on risk identification and analysis, the targeting of control at the most material identified risks, and adherence to the best practices of internal control. Risks are prioritised based on their weighted severity and likelihood. Sustainability reporting is centralised in the Company's financial function under the Vice President, Investor Relations and Sustainability. To ensure the accuracy and coverage of the reported information, Terveystalo has defined and implemented a sustainability reporting governance model that specifies the roles and responsibilities for sustainability reporting. The content-related responsibility for the accuracy of the information and the responsibility for adherence to reporting schedules and delivering the information to the Investor Relations and Sustainability team lies with the content and data owners defined in the reporting governance model, i.e. the roles defined in Group functions such as HR, quality management, legal and compliance, and environment. Internal controls have been implemented to ensure the accuracy of the reported content, and the reporting governance model designates an ESG controller whose task is to ensure the accuracy of the information and compliance with the preparation principles. 4. Other information provided in the statement Internal audit The primary objective of internal audit is to support the Board of Directors, other corporate bodies, and the management in performing their control duties. The Company has outsourced internal audit to be carried out by authorised public accountants. On the basis of a report drafted by the authorised public accountants, the Company adopts a plan of appropriate measures and monitors the fulfilment of that plan. The internal audit function reports to the Audit Committee on the audits carried out in accordance with its annual audit plan. The report will be brought before the Board of Directors if deemed necessary by the Audit Committee. The key principles applied in the Company's internal audit are the principles of independence, objectivity, and confidentiality. The purpose of internal audit is to produce impartial and independent information for the Board of Directors and the management. Internal audit focuses, in particular, on issues that are important both in the long and short term from the perspective of strategy, business, and operations. When preparing the audit plan and establishing the scope and focus areas of internal audit, the following matters are typically considered: business-driven internal audit, internal audit relating to the Company's risks and strategy execution, and internal audit focusing on Corporate Governance and Compliance. The planning and risk assessment process of internal audit also include reviewing the annual plans and work results of the other second line of defence players. Terveystalo's quality system has been certified in accordance with the ISO 9001:2015 standard. Compliance is assessed regularly through internal audits and audits conducted by an external accredited party. The Company's internal quality function ensures that the organisation complies with the quality standards in accordance with the certificate. Related party transactions To identify related party transactions, the Company keeps a record of the individuals and legal persons falling among its related parties. The Company's related parties include the Group companies and associated companies, members of the Board of Directors, the CEO, and the rest of the Executive Team, including close family members of the aforementioned as well as entities in which the aforementioned have control or joint control. In agreements and other legal acts between the Company or its Group companies and its related parties, practices falling into the ordinary course of business of the Company and market terms shall be followed. If a transaction with the Company's related parties would not be part of the ordinary course of business of the Company or if it deviates from arm's length terms, the decision on entering such related party transaction should be made by the Company's Board of Directors. With regard to agreements or other legal acts between the Company or its Group companies and its related parties, provisions on conflicts of interest shall be observed, as applicable, and the persons connected to the related party in question shall not participate in the decision-making process regarding the related party transaction. The Company has documented guidelines to identify related party transactions as well as procedures to notify the Company thereof, and to handle such transactions. The Company's financial administration monitors related party transactions as part of the Company's normal reporting and control procedures and submits regular reports on related party transactions to the Audit Committee. The Audit Committee monitors and evaluates transactions between the Company and its related parties to ensure that they are in the ordinary course of business and made with arm's length terms. Material transactions between the Company and its related parties are presented annually in Notes to the Consolidated Financial Statements. Main procedures of insider management Terveystalo complies with the EU Market Abuse Regulation (hereinafter referred to as "MAR"), the Finnish Securities Markets Act, the guidelines and regulations issued by the European Securities and Markets Authority (ESMA) and the Finnish Financial Supervisory Authority (hereinafter referred to as the "FIN-FSA"), and the Guidelines for Insiders published by Nasdaq Helsinki Oy. The Insider Policy adopted by the Company's Board of Directors supplements the applicable insider regulation and specifies the procedures of the Company's insider management. The Company has identified persons in charge of insider management tasks and their substitutes. The Company does not have a permanent, company-specific insider list. Instead, it maintains project-specific insider lists. In accordance with MAR, the Company has specified the members of the Board of Directors, the CEO, the CFO, and the General Counsel as well as the EVPs/SVPs of business lines with profit and loss responsibility as managers. The managers must specify the persons and legal persons closely associated with them and disclose them to Terveystalo as their closely associated persons. In accordance with Terveystalo's Insider Policy updated on 13 February 2025, the Company's managers and their closely associated persons must report all transactions with Terveystalo's financial instruments. Terveystalo publishes all transactions of the managers and their closely associated persons reported to the Company by a stock exchange release. The managers and persons involved in the preparation of the Company's financial reviews, i.e. those who participate in the preparation or publication of interim reports and annual financial statements / financial statements releases shall not, directly or indirectly, carry out transactions with the Company's financial instruments themselves or on behalf of a third party, or advise anyone to do so, during a silent period of 30 calendar days preceding and on the date of the publication of each of the Company's interim reports and annual financial statements releases. Auditor and sustainability reporting assurance provider In 2025, Authorised Public Accountants KPMG Oy Ab acted as the Company's auditor. APA, ASA Henrik Holmbom, who has served as the Company's auditor in charge starting from the Annual General Meeting 2020, served as the auditor in charge. In 2025, KPMG Oy Ab, an authorised sustainability audit firm acted as the Company's sustainability reporting assurance provider. APA, ASA Henrik Holmbom acted as the principally responsible sustainability reporting assurance provider. In 2025, the auditor's fees for statutory audit (including statutory assurance of the sustainability report) totalled EUR 498,600 and the fees for other services totalled EUR 32,200. The fees are presented without VAT. Terveystalo Oyj Jaakonkatu 3 A, 6th floor 00100 Helsinki Exchange: 030 633 11 https://www.terveystalo.com ANNUAL REPORT 2025

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