Terveystalo Oyj : Report of the Board of Directors and Financial Statements 2025

About this update from Terveystalo Oy Class A

‌Year 2025 Strategy and business Corporate Governance Report of the Board of Directors Sustainability statement Financial statements Tax footprint Report of the Board of Directors and Financial statements 51 Report of the Board of Directors 72 Sustainability statement 164 Financial statements 214 Auditor's Report 218 Assurance Report on the Sustainability Report Unofficial translation. This pdf report has been published voluntarily and is not an xHTML document compliant with ESEF (European Single Electronic Format) regulation. 50 A N N U A L R E P O R T 2 0 2 5 ‌Year 2025 Strategy and business Corporate Governance Report of the Board of Directors Sustainability statement Financial statements Tax footprint Report of the Board of Directors 52 Operating environment 53 Guidance for 2026 53 Medium-term financial targets 54 Key figures 55 Financial development 56 Seasonal variation and the impact of the number of business days 57 Investments and acquisitions 57 Intangible assets and development expenses 57 Personnel 57 Reporting segments 58 Healthcare Services 59 Portfolio Businesses 60 Sweden 61 Shares and shareholders 63 Dividend Policy and distribution of profits for 2025 proposed by the Board 63 Decisions of the Annual General Meeting 2025 and the organising meeting of Terveystalo's Board of Directors 64 Changes in the management team 64 Corporate governance 64 Events after the end of the reporting period 64 The most significant short-term risks and uncertainty factors 65 Annual General Meeting in 2026 66 Calculation of financial ratios and alternative performance measures 72 Sustainability statement 51 A N N U A L R E P O R T 2 0 2 5 ‌Year 2025 Strategy and business Corporate Governance Report of the Board of Directors Sustainability statement Financial statements Tax footprint Report of the Board of Directors Operating environment Healthcare Services Demand for healthcare services in Finland was generally strong in 2025, although developments varied over the course of the year. In the first half, service utilisation was supported by a higher-than-normal prevalence of upper respiratory infections, strong demand from insurance customers, and a slight improvement in consumer demand. In the third and fourth quarters, overall demand weakened compared to the comparison period, driven particularly by lower prevalence of upper respiratory infections and subdued development of demand in occupational health services. Companies' caution in an uncertain economic environment was reflected in more restricted service use and contract coverage, and the deterioration in Finland's employment situation affected demand for occupational health services in the second half of the year. Demand from insurance customers nevertheless remained strong throughout the year. Service capacity and booking rates also remained at good levels. The freedom-of-choice pilot for people aged 65 and over, launched in September, started actively and brought additional service volumes towards the end of the year. Portfolio Businesses The market environment for publicly funded healthcare services in Finland remained cautious in 2025, as wellbeing services counties continued to focus on cost savings. During the year, the market saw mainly for example competitive tenders for digital services, but towards the end of the year there were increasing signs of improving demand. In the second half of the year, some broader partnership tenders were also initiated, and the counties' interest in procuring various service packages from the private sector strengthened. Market uncertainty was particularly visible in the demand for staffing services, which weakened at the start of the year and remained subdued throughout. In contrast, in services targeted at consumers the demand for dental care strengthened clearly, with growth continuing steadily until the end of the year. Sweden In Sweden, weak macroeconomic conditions and high unemployment weighed on demand throughout the year. Demand for corporate health services remained at a satisfactory level, and the anticipated recovery did not yet materialise. Demand for organisational leadership services and rehabilitation services for harmful use was clearly weaker than in the comparison period. Healthcare professional labour market in Finland The availability of healthcare professionals remained at a good level throughout the year, and Terveystalo's service capacity was likewise strong. According to the current collective agreement for nurses in the private healthcare sector, personal and table salaries were increased by 2.5 percent starting from 1 September 2025. In the private social services sector, personal and table salaries were increased from 1 August 2025 by 1.0 percent, and in addition a local increment of 0.7 percent. In addition, the minimum wages under YSOSTES (the Collective Agreement for the Private Social Services Sector) were increased by 1.0-1.2 per cent, depending on the pay group. The majority of the doctors working in Terveystalo are private practitioners who are not employed by the company. The regulatory environment and treatment queues in Finland The government programme published in summer 2023 aims to enhance cooperation between private and public healthcare in order to improve the effectiveness and cost-efficiency of the service system. The government has implemented its programme, for example, by increasing Kela reimbursements as of 1 January 2024 ( https://www.kela.fi/ sickness). In addition, fertility treatments were reinstated as reimbursable, and the reimbursement levels were increased from previous rates. Reimbursements for ophthalmologists, gynaecologists, dental care, and mental health services were revised and raised. Reimbursements for physiotherapy and dental hygienist visits also improved. These changes came into effect on 1 May 2025. A freedom-of-choice pilot for those aged 65 and over began in September 2025. This trial introduces a new Kela reimbursement model aimed, among other things, at accelerating access to care for people aged 65 and above. Under the pilot, individuals in this age group can visit a participating private general practitioner of their choice at the same cost ‌Year 2025 Strategy and business Corporate Governance Report of the Board of Directors Sustainability statement Financial statements Tax footprint as a public healthcare client fee. According to Kela's estimate, the pilot could involve around one million client visits. At the government's mid-term policy session in April 2025, a pilot scheme on care continuity and the personal doctor model was also launched. In total, approximately EUR 500 million is planned to be allocated during the government term for all the reforms, of which the state's share is EUR 335 million. By reallocating reimbursements, the government aims to improve access to services and promote freedom of choice. The Government has removed, and intends to further remove, other legislative barriers that prevent wellbeing services counties from making use of private service providers. The measures outlined in the government programme are expected to support growing demand for private service provision and create new opportunities for publicly funded and privately delivered services. Queues in the public healthcare sector remain long: at the end of November 2025, approximately 143,200 patients were waiting for non-urgent specialised medical care, of whom around 19,500 had been waiting for more than six months. The National Supervisory Authority for Welfare and Health (Valvira) have ordered nine wellbeing services counties and the Hospital District of Helsinki and Uusimaa (HUS Group) to bring access to non-urgent specialised medical care into compliance with the law by 30 April 2026, under threat of fines. At the beginning of 2025, the maximum waiting times for access to primary healthcare were extended, effectively loosening the care guarantee. The care guarantee in outpatient primary healthcare is now three months, and six months for oral healthcare. The maximum waiting times for follow-up visits to doctors, dentists, and specialist dentists have also been extended. At the start of the year, the Health Care Act was amended to allow public service organisers, such as wellbeing services counties, to procure surgical services from private providers more extensively than before. Guidance for 2026 Terveystalo expects its full-year 2026 adjusted EBIT to be EUR 135-165 million (2025: EUR 156.3 million). The estimates are based on a gradually improving demand environment. The prevalence of upper respiratory infections is expected to remain low during the first half of the year and return to the long-term average in the second half. Profitability in the first half of 2026 is expected to be below that in the first half of 2025. Revenue from the Portfolio Businesses segment's outsourcing operations is projected to decrease by approximately EUR 20 million due to expiring contracts. These estimates do not include the Hohde transaction or any other significant acquisitions or divestments. Medium-term financial targets Profitable growth: EPS to grow on average by 10 percent p.a. Moderate leverage ratio: Net debt to EBITDA not to exceed 2.5x Indebtedness may temporarily surpass the target level, particularly in conjunction with acquisitions. Attractive dividends: At least 80 percent of the net result is to be distributed as dividends The dividend proposal must consider the company's long-term potential and financial status. ‌Year 2025 Strategy and business Corporate Governance Report of the Board of Directors Sustainability statement Financial statements Tax footprint Key figures Terveystalo Group, MEUR 2025 2024 2023 Revenue 1,278.9 1,340.0 1,286.4 Adjusted EBITDA, * 1) 252.2 245.9 200.2 Adjusted EBITDA, % * 1) 19.7 18.4 15.6 EBITDA 1) 237.5 222.5 179.2 EBITDA, % 1) 18.6 16.6 13.9 Adjusted EBITA * 1) 179.3 171.0 125.6 Adjusted EBITA, % * 1) 14.0 12.8 9.8 EBITA 1) 164.6 147.6 104.4 EBITA, % 1) 12.9 11.0 8.1 Adjusted operating profit (EBIT) * 1) 156.3 140.5 93.1 Adjusted operating profit (EBIT), % * 1) 12.2 10.5 7.2 Operating profit (EBIT) 1) 137.5 116.1 -14.7 Operating profit (EBIT), % 1) 10.8 8.7 -1.1 Return on equity (ROE), % 1) 16.4 13.5 -7.6 Equity ratio, % 1) 40.7 39.4 36.5 Earnings per share (€) 0.73 0.57 -0.33 Effective dividend yield, % 6.5 4.6 3.9 Price to earnings ratio (P/E) 13.4 18.5 neg. Net debt 508.0 504.8 598.1 Gearing, % 1) 87.0 92.1 116.0 Net debt/EBITDA 1) 2.1 2.3 3.3 Net debt/Adjusted EBITDA 1) 2.0 2.1 3.0 Total assets 1,441.1 1,398.4 1,419.5 Average personnel FTE 2) 5,526 5,841 6,426 Personnel (end of period) 3) 8,356 9,153 9,824 Non-employees (end of period) 3) 6,017 6,015 6,092 Terveystalo Group, MEUR 2025 2024 2023 Adjusted EBITDA, excluding IFRS 16 * 1) 196.5 189.5 142.8 Net debt, excluding IFRS 16 305.4 313.0 379.0 Net debt/Adjusted EBITDA, excluding IFRS 16 * 1) 1.6 1.7 2.7 * Adjustments are material items outside the ordinary course of business, and these relate to acquisition-related expenses, restructuring-related expenses, gain / losses on sale of assets (net), impairment losses, strategic projects and other items affecting comparability. Adjustments included an impairment charge of EUR 4.1 million related to the child welfare business sold in the fourth quarter. 1) Alternative performance measure. Terveystalo presents alternative performance measures as additional information to financial measures defined in IFRS. Those are performance measures that the company monitors internally, and they provide management, investors, securities analysts and other parties significant additional information related to the company's results of operations, financial position and cash flows. These should not be considered in isolation or as a substitute to the measures under IFRS. 2) Financial year 2025 does not include Medimar Scandinavia Ab and Cityläkarna Mariehamn Ab nor Turun Silmälaser Oy and Silmäsairaala Pilke Oy which were acquired 31 December2025. Recuror Oy and Veikkolan hammaslääkäriasema Oy are included since the merger to Suomen Terveystalo Oy. Financial year 2024 does not include Medimar Scandinavia Ab and the companies acquired during 2024 in Finland (SRK Group Oy, Suomen Radiologikeskus Oy, iRad Oy and Kajaanin Radiologikeskus Oy and Cityläkarna Mariehamn Ab). 3) Financial year 2025 does not include Turun Silmälaser Oy and Silmäsairaala Pilke Oy which were acquired 31.12.2025. Financial year 2024 does not include the companies acquired during 2024 in Finland (SRK Group Oy, Suomen Radiologikeskus Oy, iRad Oy and Kajaanin Radiologikeskus Oy and Cityläkarna Mariehamn Ab). Share-related key figures 2025 2024 2023 Equity per share, EUR 4.6 4.3 4.1 Earnings per share, EUR 0.73 0.57 -0.33 Dividend per share, EUR 0.64 1) 0.48 0.30 Dividend payout ratio, % 87.7% 84.2% 190.9% 2) Effective dividend yield, % 6.5% 4.6% 3.9% Price to earnings ratio (P/E) 13.4 18.5 neg. 1) Board of Directors' proposal 2) In 2023, the dividend payout ratio of adjusted earnings per share (0.47 EUR) was 63.8 percent. ‌Year 2025 Strategy and business Corporate Governance Report of the Board of Directors Sustainability statement Financial statements Tax footprint Financial development Revenue In 2025, the Group's revenue decreased by 4.6 percent year-on-year to EUR 1,278.9 (1,340.0) million. The Healthcare Services segment revenue decreased by 1.1 percent and was EUR 1,031.0 (1,042.8) million. Revenue declined due to a decrease in occupational health visits and a lower number of connected occupational health customers. During the second half of the year the decrease in visit volumes was influenced by a lower prevalence of upper respiratory infections compared to the comparison period, as well as a reduction in the scope of agreements with client companies. The Portfolio Businesses segment revenue decreased by 19.3 percent and was EUR 192.5 (238.5) million. Revenue decreased year-on-year due to the planned reduction in the outsourcing portfolio, as well as weaker demand and proactive customer selection in staffing services. Revenue from dental care increased due to growth in consumer demand. The revenue from Sweden decreased by 7.5 percent due to lower demand and ended contracts and came to EUR 75.6 (81.8) million. Without the currency effect, the revenue decreased by 10.5 percent. Acquisitions increased revenue in Sweden by approximately EUR 0.9 million. In 2025, there were 251 (252) working days. Financial performance and cash flow In 2025, the Group's adjusted operating profit (EBIT) increased by 11.3 percent to EUR 156.3 (140.5) million, representing 12.2 (10.5) percent of revenue. Profitability improved clearly across all business segments. In Healthcare Services adjusted operating profit (EBIT) increased from the comparison period due to improved operational efficiency and improved sales mix. In Portfolio Businesses adjusted operating profit (EBIT) strengthened from the comparison period. Termination of low-margin outsourcing contracts and improved operational efficiency improved profitability year-on-year. In Sweden adjusted operating profit (EBIT) improved year-on-year. The decline in revenue weakened profitability, while the cost savings from the profitability improvement programme had a positive impact on it. Material expenses and service purchasing decreased by 7.3 percent year-on-year and amounted to EUR -509.8 (-549.8) million. Employee benefit expenses decreased by 5.7 percent year-on-year and amounted to EUR -403.5 (-427.8) million. Personnel costs decreased due to the actions of the profit improvement programme, lower sick leaves and terminated outsourcing contracts. Personnel costs, on the other hand, increased due to new recruitments, as well as salary increases. Other operating expenses decreased by 8.1 percent to EUR -132.1 (-143.7) million. The comparison period included a one-off item of EUR 5.6 million related to renovation and maintenance liabilities in a single location. The Group's adjusted EBITDA increased by 2.5 percent year-on-year to EUR 252.2 (245.9) million. Adjusted earnings before interest, taxes, amortization, and impairment losses (EBITA) increased by 4.8 percent and amounted to EUR 179.3 (171.0) million. Earnings before interest, taxes, amortisation, and impairment losses (EBITA) amounted to EUR 164.6 (147.6) million. Adjusted EBIT amounted to EUR 156.3 (140.5) million. Operating profit (EBIT) came to EUR 137.5 (116.1) million. Net financing costs decreased to EUR -21.2 (-26.5) million mainly due to lower interest rates. The result before tax was EUR 116.2 (89.6) million. Income taxes were EUR -23,5 (-18.0) million. The result for the reporting MEUR 2025 2024 Change, % Healthcare services 1,031.0 1,042.8 -1.1 Portfolio business 192.5 238.5 -19.3 Sweden 75.6 81.8 -7.5 Segments total 1,299.1 1,363.1 -4.7 Other -20.3 -23.1 12.0 Total 1,278.9 1,340.0 -4.6 Other section's reported figures mainly consist of parent company expenses, unallocated Group level adjustments, and provisions. Other section's revenue includes eliminations between reporting segments. Adjusted EBIT MEUR 2025 2024 Change, % Healthcare services 154.6 143.7 7.6 Portfolio business 12.6 9.1 38.5 Sweden -2.6 -3.4 22.5 Segments total 164.6 149.3 10.2 Other -8.3 -8.9 6.5 Total 156.3 140.5 11.3 ‌Year 2025 Strategy and business Corporate Governance Report of the Board of Directors Sustainability statement Financial statements Tax footprint period amounted to EUR 92.6 (71.7) million, and earnings per share were EUR 0.73 (0.57). Cash flow from operating activities decreased to EUR 207.0 (223.7) million, mainly due to the seasonal fluctuation in committed net working capital, which reduced the positive effect of improved profitability, as well as the timing of corporate tax payments. Cash flow from investing activities amounted to EUR -69.6 (-47.4) million. The difference compared to the comparison period was mainly due to increased investments in intangible and tangible assets, as well as higher joint venture investment. Cash flow from financing activities amounted to EUR -126.8 (-148.8) million. The difference compared to the comparison period was mainly due to the loan refinancings carried out during the comparison period, the repayments of long-term loans, as well as the higher dividend payment during the reporting period. Profit improvement and development programmes, as well as items affecting comparability In 2025, Terveystalo had several ongoing profitability improvement programmes as well as a development programme, all aiming to strengthen operational efficiency and the company's competitiveness, and to support profitable growth in a changing market environment. During 2025, market conditions required faster and more wide-ranging actions across several business areas than in a typical year, which was reflected particularly in the amount of items affecting comparability in the fourth quarter. The occupational healthcare development programme, launched in 2025, focuses on renewing service models, improving pricing transparency and utilising digital tools to optimise production. The objective is to strengthen competitiveness and customer value over the long term. The profitability improvement programme launched in late 2023 in Sweden was completed at the end of 2025. The programme achieved its objectives and resulted in significant structural improvements in profitability. Measures included, among others, the reduction of administrative tasks, streamlining of processes, improved utilisation rates and a renewal of the organisational structure, all of which together provide a strong foundation for future growth. In the Portfolio Businesses, a profitability improvement programme is under way. It focuses on improving operational efficiency and strengthening capabilities to respond to a rapidly changing market. In addition, the aim is to accelerate growth in consumer businesses - in particular dental care and massage services - and to clarify the service offering for the public sector. Costs related to the profitability improvement programmes and the development programme amounted to EUR 12.1 (18.6) million in 2025. The costs consisted mainly of restructuring expenses and advisory fees, the latter of which are linked to the results achieved through the programmes. These costs are treated as items affecting comparability. In 2024, programme-related costs amounted to EUR 18.1 million. In 2026, total programme-related costs are estimated to amount to approximately EUR 7.0 million. Other items affecting comparability in the fourth quarter included EUR 1.8 million in taxes and related penalties arising from a partial tax audit concerning previous financial years, as well as a EUR 4.1 million impairment charge following the divestment of the child protection services business. Financial position Terveystalo's liquidity position is strong. Cash and cash equivalents at the end of the reporting period amounted to EUR 75.2 (65.2) million. The total assets of the Group amounted to EUR 1,441.1 (1,398.4) million. Equity attributable to owners of the parent company totalled EUR 584.2 (548.2) million. Gearing (including lease liabilities) was 87.0 (92.1) percent and net debt amounted to EUR 508.0 (504.8) million. Net debt, excluding IFRS 16 (lease liabilities) amounted to EUR 305.4 (313.0) million. The average maturity of Terveystalo's financial loans was 2.1 (3.0) years at the end of the reporting period, and in the fourth quarter of 2025, the average interest rate for loans from financial institutions was 3.4 (4.2) percent. During the reporting period, the company fulfilled the covenant requirement included in its financing agreements reflecting relative indebtedness. At the end of the reporting period, the unused part of credit based on financing agreements and bank accounts with a credit facility amounted to EUR 93.0 (93.0) million. Return on equity (LTM) for the reporting period was 16.4 (13.5) percent. The equity ratio was 40.7 (39.4) percent. Terveystalo's financing arrangements and risks are described in more detail in note 21 to the consolidated financial statements. Seasonal variation and the impact of the number of business days Terveystalo's revenue from corporate and private customers has typically been lower during the vacation seasons, particularly in the summer months. The number of business days influences the revenue and earnings development, particularly when comparing quarterly performance. There was 63 (62) working days in October-December 2025. In 2025, there were 251 working days. In 2026 there are 254 working days. Because of the seasonal nature of business, the required net working capital varies during the year. Variation is caused by the timing of pension and VAT payments, vacation pay obligations, and service fees related to occupational healthcare, etc. Number of working days by quarter 2024 2025 2026 Q1 63 62 63 Q2 61 60 61 Q3 66 66 66 Q4 62 63 64 Full year 252 251 254 ‌Year 2025 Strategy and business Corporate Governance Report of the Board of Directors Sustainability statement Financial statements Tax footprint Investments and acquisitions Total investments in 2025 amounted to EUR 139.1 (78.4) million including investments in right-of-use assets and M&A. The Group's investments, excluding M&A, amounted to EUR 121.3 (69.7) million, of which EUR 69.1 (29.7) million consist of right-of-use assets. The investments in right-of-use assets were mainly related to premises. Other investments consisted mainly of investments in the digital application and service development, IT system projects, medical equipment, and network. The relative share of investments in right-of-use assets increased, while the relative shares of investments in intangible and tangible assets decreased year-on-year. During the reporting period, Terveystalo signed an agreement on 24 April 2025 to acquire Veikkolan Hammaslääkäriasema Oy. On 30 May 2025, Terveystalo has signed an agreement to acquire Recuror Oy, which offers mental health services. Terveystalo joined a consortium in September, which through a jointly owned company acquired a majority of the shares in MedHelp Care Aktiebolag AB and initiated a squeeze-out process for the redemption of minority shares. MedHelp is a Swedish technology company that offers an AI-based health service platform for corporate clients in Sweden. The company provides management of sick leave, health consultations, early disease detection using AI, rehabilitation support, and sick leave reporting for employers. Terveystalo's ownership stake in the arrangement is approximately 25 percent, but Terveystalo has contractual rights under which the joint arrangement is interpreted as having joint control and thus the arrangement is treated as a joint venture. On 3 December 2025, Terveystalo signed agreements to acquire all shares in Silmäsairaala Pilke Oy and Turun Silmälaser Oy. The transactions were completed on 31 December 2025. On 19 December 2025, Terveystalo Plc signed an agreement to sell Sauma Child Welfare Services Ltd to Validia Ltd. Completion of the transaction is subject to approval by the Finnish Competition and Consumer Authority, which was obtained after the end of the reporting period. On 23 December 2025, Terveystalo signed an agreement to acquire Hohde Group, consisting of Hammas Hohde Oy dental clinics and Loisto Laboratoriot Oy dental laboratories (the "Arrangement"). If completed, the arrangement would strengthen the Terveystalo Group's oral health services for different customer groups. The arrangement is expected to be completed in 2026, subject to the approval of the Finnish Competition and Consumer Authority. The Enterprise value (EV) of the target, according to the agreed purchase price, is approximately EUR 88 million. Intangible assets and development expenses Terveystalo's key intangible assets include the company's brand and reputation, built over the years, Terveystalo's professionals, and strategic partnerships with key suppliers. These resources enable Terveystalo to maintain its competitive advantage and are a central part of Terveystalo's strategy. Capitalised development expenses in 2025 were EUR 11.4 (12.2) million and were included in other intangible assets. Personnel The number of Terveystalo's employed staff on 31 December 2025 in Finland was 7,691 (8,383), in Sweden 655 (770), and in total 8,356 (9,153). In FTEs, the average number of personnel in Finland was 4,905 (5,144), in Sweden 620 (697) and in total 5,526 (5,841). The number of non-employees in Finland was 5,967 (5,967), in Sweden 50 (48) and in total 6,017 (6,015). The decrease in the number of employees in Finland was affected by the measures of the profit improvement programme and the termination of outsourcing contracts. In Sweden the number of employed staff was reduced due to ended customer contracts as part of the profit improvement programme. Personnel 2025 2024 Change, % Average personnel, (FTEs) 1) Finland 4,905 5,144 -4.6 Sweden 620 697 -11.0 Total 5,526 5,841 -5.4 Employed staff (at the end of period) 2) Finland 7,691 8,383 -8.3 Sweden 655 770 -14.9 Total 8,356 9,153 -8.7 Non-employees (at the end of period) 2) Finland 5,967 5,967 0.0 Sweden 50 48 4.2 Total 6,017 6,015 0.0 1) Financial year 2025 does not include Medimar Scandinavia Ab and Cityläkarna Mariehamn Ab nor Turun Silmälaser Oy and Silmäsairaala Pilke Oy which were acquired 31 December 2025. Recuror Oy and Veikkolan hammaslääkäriasema Oy are included since the merger to Suomen Terveystalo Oy. Financial year 2024 does not include Medimar Scandinavia Ab and the companies acquired during 2024 in Finland (SRK Group Oy, Suomen Radiologikeskus Oy, iRad Oy and Kajaanin Radiologikeskus Oy and Cityläkarna Mariehamn Ab). 2) Financial year 2025 does not include Turun Silmälaser Oy and Silmäsairaala Pilke Oy which were acquired 31 December 2025. Financial year 2024 does not include the companies acquired during 2024 in Finland (SRK Group Oy, Suomen Radiologikeskus Oy, iRad Oy and Kajaanin Radiologikeskus Oy and Cityläkarna Mariehamn Ab). Reporting segments Terveystalo Group comprises of three reporting segments: Healthcare Services, Portfolio Businesses, and Sweden. ‌Year 2025 Strategy and business Corporate Governance Report of the Board of Directors Sustainability statement Financial statements Tax footprint Healthcare Services Healthcare Services - the business segment offers customers in Finland integrated care paths, ranging from preventive occupational health services to primary care, and various fields of specialised care, diagnostics, and day surgery. In Healthcare Services, the goal is to be the best provider of integrated care and to grow profitably. In 2025, the revenue from Healthcare Services decreased by 1.1 percent and was EUR 1,031.0 (1,042.8) million. The reporting period had one fewer working day than the comparison period. Revenue from occupational health customers decreased by 2.3 percent to EUR 588.5 (602.2) million. Revenue from consumer customers (out-of-pocket) remained at the level of the comparison period and totalled EUR 223.7 (223.8) million. Revenue from insurance customers increased by 4.5 percent to EUR 187.6 (179.5) million. Revenue from service sales decreased by 16.3 percent to EUR 31.3 (37.4) million. Revenue from appointment services decreased by 0.8 percent to EUR 680.8 (686.1) million. The number of physical appointments decreased by 4.5 percent, and the number of remote appointments decreased by Key figures Revenue, MEUR 1,031.0 1,042.8 -1.1 EBITA, MEUR 162.1 154.0 5.2 EBITA, % of revenue 15.7% 14.8% 0.9%-p. Adjusted EBITA, MEUR 166.7 162.0 2.9 Adjusted EBITA, % of revenue 16.2% 15.5% 0.7%-p. EBIT, MEUR 150.0 135.7 10.6 EBIT, % of revenue 14.6% 13.0% 1.6%-p. Adjusted EBIT, MEUR 154.6 143.7 7.6 Adjusted EBIT, % of revenue 15.0% 13.8% 1.2%-p. 2025 2024 Change, % 8.7 percent from the comparison period. The decrease in visit volumes was driven by lower prevalence of upper respiratory infections compared to the comparison period, as well as a reduction in the scope of agreements with client companies. Revenue from diagnostics services (laboratory and imaging) decreased by 1.4 percent and was 250.7 (254.2) million euros. Revenue from other services decreased by 2.9 percent and amounted to 99.5 (102.5). In the Healthcare Services in 2025, adjusted operating profit (EBIT) increased by 7.6 percent and amounted to EUR 154.6 (143.7) million, representing 15.0 (13.8) percent of revenue. Profitability was supported by improved operational efficiency and a more favourable service mix. Healthcare Services, number of visits Visits 2025 2024 Change, % Appointments 5,732,624 6,058,492 -5.4 Physical appointments 4,545,906 4,758,350 -4.5 Remote appointments 1,186,718 1,300,142 -8.7 Diagnostics 1,229,287 1,304,306 -5.8 Other 59,582 62,418 -4.5 Total 7,021,493 7,425,216 -5.4 Healthcare Services, revenue by customer groups, and services Healthcare services, revenue MEUR 2025 2024 Change, % By customer Occupational health customers 588.5 602.2 -2.3 Consumer customers 223.7 223.8 -0.0 Insurance customers 187.6 179.5 4.5 Service sales 31.3 37.4 -16.3 Total 1,031.0 1,042.8 -1.1 By service Appointments 680.8 686.1 -0.8 Diagnostics 250.7 254.2 -1.4 Other 99.5 102.5 -2.9 Total 1,031.0 1,042.8 -1.1 Occupational health customers include corporate customers and public sector customers purchasing occupational health services. The company provides statutory occupational health services and other occupational health and wellbeing services to corporate customers of all sizes as well as public sector customers. Consumer customers include individuals and families who pay for their services themselves and may later seek compensation from their insurance company. Insurance customers include services provided to occupational health customers and consumer customers, which are paid by the insurance company through statutory or voluntary insurance. Service sales mainly include services provided to public sector customers, such as specialised medical care services and other healthcare services produced in the service network. Outsourcing and staffing services are a part of Portfolio Businesses. ‌Year 2025 Strategy and business Corporate Governance Report of the Board of Directors Sustainability statement Financial statements Tax footprint Portfolio Businesses The Portfolio Businesses segment consists of business areas that aim for independent value creation utilising Terveystalo's capabilities according to their needs. The Portfolio Businesses segment includes publicly funded services, such as outsourcing and staffing services, as well as consumer services, including dental care and massage. In the Portfolio Businesses, in 2025, revenue decreased by 19.3 percent and amounted to EUR 192.5 (238.5) million. Revenue from outsourcing services decreased by 33.8 percent due to the planned reduction of the outsourcing portfolio and amounted to EUR 54.8 (82.8) million. Revenue from staffing services decreased by 27.3 percent mainly due to weaker demand and proactive customer selection and amounted to EUR 53.1 (73.1) million. Revenue from dental care increased by 4.3 percent due to higher demand and amounted to EUR 52.4 (50.3) million. Revenue from other services decreased by 0.7 percent and amounted to EUR 32.2 (32.4) million. In the Portfolio Businesses in 2025, adjusted operating profit (EBIT) increased by 38.5 percent and amounted to EUR 12.6 (9.1) million, representing 6.5 (3.8) percent of revenue. Termination of low-margin outsourcing contracts and improved operational efficiency improved profitability year-on-year. The profit improvement programme in Portfolio Businesses is aimed at increasing operational efficiency and achieving the best possible capability to respond to the changing market. The goal is also to accelerate growth in the consumer businesses, namely in dental health and massage services, as well as to clarify the market offering for the public sector. Key figures 2025 2024 Change, % Portfolio businesses, revenue MEUR 2025 2024 Change, % Revenue, MEUR 192.5 238.5 -19.3 EBITA, MEUR 13.2 9.7 37.1 EBITA, % of revenue 6.9% 4.1% 2.8%-p. Adjusted EBITA, MEUR 13.7 10.3 33.2 Adjusted EBITA, % of revenue 7.1% 4.3% 2.8%-p. EBIT, MEUR 12.1 8.4 43.0 EBIT, % of revenue 6.3% 3.5% 2.8%-p. Adjusted EBIT, MEUR 12.6 9.1 38.5 Adjusted EBIT, % of revenue 6.5% 3.8% 2.7%-p. Outsourcing services 54.8 82.8 -33.8 Staffing services 53.1 73.1 -27.3 Dental care 52.4 50.3 4.3 Other 32.2 32.4 -0.7 Total 192.5 238.5 -19.3 ‌Year 2025 Strategy and business Corporate Governance Report of the Board of Directors Sustainability statement Financial statements Tax footprint Sweden The Sweden segment consists of Feelgood subsidiaries' operations in Sweden, which are focused on occupational health and consultation for organizational management and harmful use. Terveystalo aims to significantly improve profitability in Sweden in the short term. In the Sweden segment in 2025, revenue decreased by 7.5 percent and amounted to EUR 75.6 (81.8) million. Without the currency effect, the revenue decreased by 10.5 percent. Ended contracts, as well as a lower demand for organisational leadership consultation and the harmful use rehabilitation services had a negative year-on-year impact on revenue. Acquisitions increased revenue in Sweden by approximately EUR 0.9 million. In the Sweden segment in 2025, adjusted operating profit (EBIT) amounted to EUR -2.6 (-3.4) million, representing -3.5 (-4.1) percent of revenue. The decline in revenue weakened profitability, while the cost savings achieved through the measures of the profitability improvement programme had a positive impact on profitability. The profit improvement programme, launched at the end of 2023, aimed to achieve a structural change in profitability by 2025. During the programme, significant improvements in operational efficiency were achieved by reducing administrative tasks, streamlining processes, improving utilisation rates and renewing the organisational structure. These measures have improved operational efficiency, and this will be reflected in profitability in 2026, creating a strong foundation for future growth. Key figures 2025 2024 Change, % Revenue, MEUR 75.6 81.8 -7.5 EBITA, MEUR -6.9 -8.6 19.5 EBITA, % of revenue -9.1% -10.5% 1.4%-p. Adjusted EBITA, MEUR -1.3 -2.0 35.8 Adjusted EBITA, % of revenue -1.7% -2.5% 0.7%-p. EBIT, MEUR -8.2 -10.8 24.0 EBIT, % of revenue -10.9% -13.2% 2.3%-p. Adjusted EBIT, MEUR -2.6 -3.4 22.5 Adjusted EBIT, % of revenue -3.5% -4.1% 0.5%-p. ‌Year 2025 Strategy and business Corporate Governance Report of the Board of Directors Sustainability statement Financial statements Tax footprint Shares and shareholders Terveystalo Plc has one share series (TTALO), which is listed on Nasdaq Helsinki Ltd. At the end of 2025, Terveystalo's market value was EUR 1,242 (1,336) million and the closing price was EUR 9,78 (10.52). During 2025, the highest price of Terveystalo's share was EUR 12.54 (10.88), the lowest price was EUR 9.02 (7.09), and the average price was EUR 10.85 (8.96). A total of 44.0 (12.7) million shares were traded. The turnover of shares traded was EUR 477.1 (115.1) million. At the end of the reporting period, the number of Terveystalo shares registered in the Trade Register was 127,036,531 (127,036,531). Each share entitles its holder to one vote at the Annual General Meeting. During 2025, the weighted average number of shares outstanding was 126,647,000 (126,597,000). Terveystalo and its subsidiaries hold 381,388 (431,705) own shares for reward purposes, corresponding to 0.3 (0.3) percent of all outstanding shares. The total number of shareholders was 43,301 (33,544) at the end of the reporting period. The largest registered shareholders on 31 December 2025 Distribution of ownership 31 December 2025 Name Number of shares % of shares Votes % of votes Number of shares Number of shareholders % of shareholders Number of securities % of securities Number of votes % of votes Rettig Investment AB 21,153,191 16.65 21,153,191 16.65 1-100 20,033 46.26 866,364 0.68 866,364 0.68 Varma Mutual Pension Insurance Company 20,970,597 16.51 20,970,597 16.51 101-500 15,939 36.81 4,074,598 3.21 4,074,598 3.21 OP Cooperative 17,265,684 13.59 17,265,684 13.59 501-1,000 3,887 8.98 2,992,608 2.36 2,992,608 2.36 Hartwall Capital 8,231,690 6.48 8,231,690 6.48 1,001-5,000 2,860 6.60 5,877,664 4.63 5,877,664 4.63 Ilmarinen Mutual Pension Insurance Company 5,407,000 4.26 5,407,000 4.26 5,001-10,000 301 0.70 2,146,132 1.69 2,146,132 1.69 Elo Mutual Pension Insurance Company 2,286,688 1.80 2,286,688 1.80 10,001-50,000 202 0.47 4,193,145 3.30 4,193,145 3.30 Evli Finnish Small Cap Fund 1,583,000 1.25 1,583,000 1.25 50,001-100,000 32 0.07 2,313,814 1.82 2,313,814 1.82 The State Pension Fund of Finland 1,500,000 1.18 1,500,000 1.18 100,001-500,000 29 0.07 6,826,875 5.37 6,826,875 5.37 OP-Suomi Mutual Fund 1,081,143 0.85 1,081,14, 0.85 500,001- 18 0.04 97,745,331 76.94 97,745,331 76.94 Savings Bank Interest Plus Mutual Fund 981,638 0.77 981,638 0.77 Total 43,301 100.00 127,036,531 100.00 127,036,531 100.00 Ten largest in total 80,460,631 63.34 80,460,631 63.34 of which nominee-registered 11 0.03 13,532,239 10.65 13,532,239 10.65 Non-transferred, total 0 0 0 0 0 In general account 0 0 0 0 In special accounts, total 0 0 0 0 Total issued 127,036,531 100.00 127,036,531 100.00 The list is based on the register of shareholdings maintained by Euroclear, and it does not include nominee-registered shares. Year 2025 Strategy and business Corporate Governance Report of the Board of Directors Sustainability statement Financial statements Tax footprint Shareholder groups, 31 December 2025 Shareholders by sector Number of shares % of shares Households 16,469,026 13.0 Public entities 30,459,088 24.0 Financial and insurance institutions 37,066,137 29.2 Companies 16,028,899 12.6 Non-profit institutions 2,784,587 2.2 Foreign owners 24,228,794 19.1 Total 127,036,531 100.0 Of which nominee-registered 13,532,239 10.7 Management shareholding, 31 December 2025 Nimi Position Number of shares % of shares % of votes Kari Kauniskangas Chairman of the Board of Directors 29,285 0.02% 0.02% Matts Rosenberg Member of the Board of Directors 18,902 0.01% 0.01% Carola Lemne Member of the Board of Directors 11,640 0.01% 0.01% Kristian Pullola Member of the Board of Directors 12,611 0.01% 0.01% Ari Lehtoranta Member of the Board of Directors 10,018 0.01% 0.01% Sofia Hasselberg Member of the Board of Directors 6,013 0.00% 0.00% Teija Sarajärvi Member of the Board of Directors 3,514 0.00% 0.00% Ville Iho President and CEO 33,183 0.03% 0.02% Juuso Pajunen Chief Financial Officer 24,269 0.02% 0.02% Petteri Lankinen Chief Medical Officer 0 0.00% 0.00% Laura Karotie Senior Vice President, Corporate Health 0 0.00% 0.00% Henri Mäenalanen Executive Vice President, Portfolio Businesses 4,444 0.00% 0.00% Stefan Kullgren Executive Vice President of the Swedish Business Area 10,000 0.01% 0.01% Ilari Richardt Senior Vice President, Digital Services 6,337 0.00% 0.00% Minttu Sinisalo Senior Vice President, Human Resources 5,627 0.00% 0.00% Petra Gräsbeck Senior Vice President, Communications and Public Affairs 175 0.00% 0.00% Management shareholding in total 176,018 0.14% 0.10% Number of shares total 127,036,531 100% 100% Notifications of major shareholdings On 18 February 2025, OP Financial Group's insurance companies transferred their Terveystalo Plc shares to OP Cooperative. This transaction left OP Financial Group's total holding in Terveystalo Plc unchanged at 13.91 percent, equating to 17,675,975 shares. As part of the arrangement, Terveystalo Plc received the following flagging notifications on 19 February 2025. Terveystalo Plc received a notification in accordance with Chapter 9, Section 5 of the Securities Markets Act, according to which OP Cooperative's holding of Terveystalo Plc's shares and votes has exceeded 10 percent on 18 February 2025. Terveystalo Plc received a notification in accordance with Chapter 9, Section 5 of the Securities Markets Act, according to which Pohjola Insurance Ltd's holding in Terveystalo Plc's shares and votes has fallen below 5 percent on 18 February 2025. Terveystalo Plc received a notification in accordance with Chapter 9, Section 5 of the Securities Markets Act, according to which OP Life Assurance Company Ltd's holding of Terveystalo Plc's shares and votes has fallen below 5 percent on 18 February 2025. The Board's authorisations The Board has been authorised to resolve the repurchase and/or on the acceptance as pledge of the company's own shares using the unrestricted equity of the company. The authorisation covers a maximum of 12,703,653 own shares in total, which corresponds to approximately 10 percent of all shares in the company. The Board has also been authorised to resolve the issuance of shares and special rights entitling to shares as referred to in Chapter 10, Section 1 of the Finnish Companies Act. The authorisation covers a maximum of 12,703,653 own shares in total, which corresponds to approximately 10 percent of all shares in the company. Authorisations were not used during the reporting period. ‌Year 2025 Strategy and business Corporate Governance Report of the Board of Directors Sustainability statement Financial statements Tax footprint Dividend Policy and distribution of profits for 2025 proposed by the Board The objective of Terveystalo's Dividend Policy is to distribute a minimum of 80 percent of earnings per share in dividends. The current financial performance, development potential, financial position, and capital requirements are taken into account. In 2025, earnings per share were EUR 0.73 (0.57). The parent company's distributable funds totaled EUR 582.1 (558.9) million, of which EUR 83.9 (61.0) million is result for the financial year. The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.64 (0.48) per share totaling EUR 81.1 (60.8) million be paid based on the balance sheet adopted for the financial year ended 31 December 2025. The dividend would be paid in two installments as follows: The first dividend installment of EUR 0.32 per share would be paid to the shareholders who are registered in the shareholders' register of the Company maintained by Euroclear Finland Ltd on the record date of the first dividend installment on 26 March 2026. The Board of Directors proposes that the first dividend installment would be paid on 8 April 2026. The second dividend installment of EUR 0.32 per share would be paid to shareholders who are registered in the shareholders' register of the Company maintained by Euroclear Finland Ltd on the record date of the second dividend installment on 8 October 2026. The Board of Directors proposes that the second dividend installment would be paid on 15 October 2026. The Board of Directors also proposes that the Annual General Meeting would authorize the Board of Directors to resolve, if necessary, on a new record date and date of payment for the second dividend installment should the rules of Euroclear Finland Ltd or statutes applicable to the Finnish book-entry system change or otherwise so require. No substantial changes have occurred in the company's financial position since the end of the financial year. The company's liquidity is good and, in the Board's opinion, will not be jeopardized by the proposed distribution of profits. Decisions of the Annual General Meeting 2025 and the organising meeting of Terveystalo's Board of Directors The Annual General Meeting of Terveystalo Plc was held on 8 April 2025 in Helsinki, Finland. The Annual General Meeting adopted the financial statements for the financial year 2024 and discharged the members of the Board of Directors and the CEO from liability. The Annual General Meeting approved the remuneration report for governing bodies and decided to support the amended remuneration policy for governing bodies, which was presented to the Annual General Meeting. The Annual General Meeting decided, in accordance with the proposal of the Board of Directors, that a dividend of EUR 0.48 per share will be paid based on the balance sheet adopted for the financial year ended 31 December 2024 (which corresponds to a total of approximately EUR 60.8 million with the current number of shares in the Company). The dividend was paid in two instalments as follows: The first dividend instalment of EUR 0.24 per share was paid to shareholders who are entered in the shareholders' register of the Company maintained by Euroclear Finland Oy on the record date of the first dividend instalment 10 April 2025. The first dividend instalment was paid on 17 April 2025. The second dividend instalment of EUR 0.24 per share was paid to shareholders who are entered in the shareholders' register of the Company maintained by Euroclear Finland Oy on the record date of the second dividend instalment 8 October 2025. The second dividend instalment was paid on 15 October 2025. The Annual General Meeting authorised the Board of Directors to resolve, if necessary, on a new record date and date of payment for the second dividend instalment should the rules of Euroclear Finland Oy or statutes applicable to the Finnish book-entry system change or otherwise so require. The number of members of the Board of Directors was confirmed to be seven (7). Kari Kauniskangas, Sofia Hasselberg, Ari Lehtoranta, Carola Lemne, Kristian Pullola, Matts Rosenberg and Teija Sarajärvi were re-elected as members of the Board, for a term that ends at the end of the Annual General Meeting 2026. KPMG Oy Ab was elected as the Company's auditor and the sustainability reporting assurance provider. KPMG Oy Ab has notified that Henrik Holmbom, APA and Authorized Sustainability Auditor (ASA), would be acting as the principal auditor and the principally responsible sustainability reporting assurance provider. As proposed by the Board of Directors, the Annual General Meeting resolved to authorise the Board of Directors to resolve on the repurchase and/or on the acceptance as pledge of the Company's own shares using the unrestricted equity of the Company. The authorisation covers a maximum of 12,703,653 shares, which corresponds to approximately 10 percent of all shares in the Company. In addition, as proposed by the Board of Directors, the Annual General Meeting resolved to authorise the Board of Directors to decide on the issuance of shares and the issuance of special rights entitling to shares referred to in Chapter 10, Section 1 of the Companies Act. The authorisation covers a maximum of 12,703,653 shares, which corresponds to approximately 10 percent of all shares in the Company. These authorisations are effective until the end of the next Annual General Meeting, however no longer than until 30 June 2026. As proposed by the Board of Directors, the Annual General Meeting resolved to authorise the Board of Directors to decide on donations in a total maximum of EUR 150,000 for charitable or corresponding purposes. The authorisation will remain effective until the end of the next Annual General Meeting 2026, however no longer than for a period of 18 months from the date of the resolution of the Annual General Meeting. The new Board elected Kari Kauniskangas as Chairman of the Board and Matts Rosenberg as Vice Chairman of the Board. Kristian Pullola was elected Chairman of the Audit Committee and Sofia Hasselberg and Matts Rosenberg were elected members. Kari Kauniskangas was elected Chairman of the Remuneration Committee and Ari Lehtoranta, Carola Lemne and Teija Sarajärvi were elected members. ‌Year 2025 Strategy and business Corporate Governance Report of the Board of Directors Sustainability statement Financial statements Tax footprint Changes in the management team Sari Heinonen, a member of Terveystalo's Executive Team and Executive Vice President of Healthcare Services, left the company on 15 April 2025 to assume the position of President of LocalTapiola Group. Since 14 April 2025, the Healthcare Services business area has been led by CEO Ville Iho. Laura Karotie, b. 1979, M.Sc. (Eng.), has been appointed SVP, Corporate Health at Terveystalo and a member of the Group Executive Team as of 1 October 2025. Laura Karotie reports to Ville Iho, President and CEO. Minttu Sinisalo, a member of Terveystalo's Executive Team and Senior Vice President, People and Careers, left the company on 31 December 2025 to become Kesko's Senior Vice President, Human Resources. Terveystalo has started the search for Sinisalo's successor. Veera Siivonen, b. 1980, M.Sc. (Tech.), has been appointed Senior Vice President of Digital Care, and a member of Terveystalo's Executive Team. She will report to President and CEO Ville Iho. Corporate governance Terveystalo Plc's Corporate Governance Statement, Remuneration Policy, and Remuneration Report for 2025 is published as part of the Annual Report 2025. Events after the end of the reporting period Terveystalo Plc's Board of Directors has approved a new performance period covering years 2026-2028 of the long-term share-based incentive plan for key personnel Terveystalo Plc's Board of Directors has approved a new performance period covering the years 2026-2028 of the long-term share-based incentive plan for key personnel. The purpose of the programme is to align the objectives of shareholders and key personnel to increase the company's value in the long term, and to commit key personnel to implementing Terveystalo's strategy by offering them a competitive, share-based incentive programme. The Performance Share Plan is based on a rolling 3-year performance period structure, with a new performance period starting at the beginning of each year if so decided by the Board. The Board decides on the participants, performance measures, and targets as well as earning opportunities on an annual basis. Terveystalo published the establishment of the programme and its main terms in a stock exchange release on 3 December 2020. Performance Period 2026-2028 of the Performance Share Plan (PSP) During the performance period 2026-2028, the participants are awarded for successful shareholder value creation. The performance indicators based on which share rewards may be paid to 90 percent of the participants are absolute and relative (compared to the OMX HKI benchmark CAP GI index) Total Shareholder Return. For 10 percent of the participants, the value creation is measured by EBITA (adjusted earnings before interest, taxes, and amortization) of the business area that they lead. Terveystalo's Board of Directors confirms the total amount of shares earned after the end of the performance period. The share rewards that may be paid based on the 2026-2028 earning period will be paid in Terveystalo Plc shares after the end of the performance period, provided that the performance targets set for the programme by the Board are achieved. The maximum number of shares to be paid based on this plan is 740,000 shares. Taxes and tax-like payments to the recipient are deducted from the reward, after which the remaining net amount is paid to the participants in shares. No more than approximately 90 people selected by the Board are eligible to participate in the programme, including members of Terveystalo's Executive Team. Terveystalo applies a share ownership requirement to the members of the Executive Team. Each member of the Executive Team is expected to retain at least 50 percent of the net shares received under the long-term incentive plan until his or her shareholding in Terveystalo is at least equal to his or her annual gross base salary. Performance Period 2026-2028 of the Restricted Share Plan (RSP The purpose of the Restricted Share Plan is to function as a supplementary structure for separately selected key personnel of Terveystalo in special situations. The share rewards will be paid in Terveystalo Plc shares after the end of the performance period, provided that the individual participants are still employed by Terveystalo. The maximum number of shares to be paid based on this plan is 74,000 shares. Hilppa Rautpalo appointed Terveystalo's SVP, Human Resources and member of the Group Management Team 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. Hilppa Rautpalo will report to President and CEO Ville Iho. The most significant short-term risks and uncertainty factors Terveystalo's risk management is governed by the risk management policy approved by the Board. The policy defines goals, principles, organizations, responsibilities, and practices for risk management. The management of financial risks complies with the Group's financing policy approved by Terveystalo's Board. The risks and uncertainty factors described below are considered to potentially have a significant impact on the company's business operations, financial results, and outlook within the next 12 months. The list is not intended to be exhaustive. The order in which the risks are presented does not describe the magnitude of the impact of the risks' realization or the probability of their occurrence. The company's business operations rely on its capacity to identify, recruit, and retain competent and professional healthcare professionals, employees, and executives. The increased supply of services and increased competition may affect the availability of healthcare professionals, particularly in major cities. Turnover in key employees involves the risk of losing knowledge and expertise. ‌Year 2025 Strategy and business Corporate Governance Report of the Board of Directors Sustainability statement Financial statements Tax footprint Weak general economic performance and high inflation in Finland and their effects on the financial circumstances of private individuals, employers, and public entities may adversely affect Terveystalo's business and results of operations by decreasing the demand for Terveystalo's services, as well as may adversely affect the availability of financing. The company's business is very dependent on functioning information systems, data communication, and external service providers. Interruptions can result from hardware failure, software failure, or cyber threats. Long-lasting malfunction of information systems or payment transfers can lead to significant loss of sales and a decline in customer satisfaction. The company may not be able to find suitable acquisition targets or expansion opportunities under favourable terms, and the integration of acquisition targets is not necessarily realized as planned. Terveystalo's expansion to new geographical locations involves several risks, and failure to identify expansion opportunities, recruit new employees, and achieve estimated benefits may adversely affect Terveystalo's business and the results of operations. The development and implementation of information system projects and services, service products, and operating models involve risks. The company develops new digital customer solutions, which increases the overall risk related to information systems. A failure in the development of digital systems may expose Terveystalo to potential technical faults and disturbances. Endangered information security or privacy can lead to losses, claims for damages, and endanger reputation. Pandemics or epidemics and related restrictive measures may adversely affect the business operations of Terveystalo through, among other things, demand for certain healthcare services and challenges in the supply chain. Changes in the competitive landscape, new competitors entering the markets, and increasing price competition may have a negative impact on the company's profitability and growth potential. Terveystalo is exposed to changes in demand for occupational healthcare services due to demographic trends, aging and shrinking working-age population. The Social Welfare and Healthcare Reform in Finland and its legal interpretations may have impacts on Terveystalo's business and results of operations. Changes in compensation systems for healthcare services may adversely affect Terveystalo's business, financial position, and results of operations. Failures or deficiencies in the operational risk management, medical quality, and internal control processes may result in failure of quality control, including medical quality, or otherwise adversely affect Terveystalo's profitability and reputation. Terveystalo's operations could be subject to labour disruptions or disputes. Ongoing profit improvement programs may fall short of their targets and/or the improvements may not be sustainable. The company is a party to and may become a party to, legal action or administrative procedures initiated by the authorities, patients, or third parties. According to the company's opinion, its currently pending legal obligations and court cases are not significant in nature. Risk management at Terveystalo and risks related to the company's business are described in more detail on the company's website. Annual General Meeting in 2026 Terveystalo Plc's Annual General Meeting (AGM) is planned to be held on Tuesday 24 March 2026. The meeting will be convened by the company's Board of Directors separately. Terveystalo Plc Board of Directors ‌Year 2025 Strategy and business Corporate Governance Report of the Board of Directors Sustainability statement Financial statements Tax footprint Calculation of financial ratios and alternative performance measures Terveystalo presents alternative performance measures as additional information to the financial measures defined in IFRS. Those are performance measures that the company monitors internally and they provide significant additional information related to the company's results of operations, financial position and cash flows to the management, investors, securities analysts and other parties. These should not be considered in isolation or as a substitute to the measures under IFRS. Alternative performance measures to the statement of financial position The company presents the following alternative performance measures to the statement of financial position as they are, in the company's view, useful indicators of the company's ability to obtain financing and service its debt. Profit/loss for the period (LTM) Return on equity, % = Equity (including non-controlling interest) (average) Equity (including non-controlling interest) Equity ratio, % = Total assets - advances received x 100% x 100% Gearing, % = Interest-bearing liabilities - interest-bearing receivables and cash and cash equivalents Equity x 100% Net debt/EBITDA (LTM) * = Interest-bearing liabilities - interest-bearing receivables and cash and cash equivalents EBITDA (LTM) Net debt/Adjusted EBITDA (LTM) * = Interest-bearing liabilities - interest-bearing receivables and cash and cash equivalents Adjusted EBITDA (LTM) Net debt/Adjusted EBITDA (LTM), excluding IFRS 16 * Interest-bearing liabilities excluding lease liabilities - interest-bearing receivables and = cash and cash equivalents Adjusted EBITDA (LTM), excluding IFRS 16 Year 2025 Strategy and business Corporate Governance Report of the Board of Directors Sustainability statement Financial statements Tax footprint Alternative performance measures to the statement of income The company presents the following alternative performance measures to the statement of income, as in the company's view, they increase understanding of the company's results of operations. In addition, the adjusted alternative performance measures are widely used by analysts, investors and other parties and facilitates comparability between periods. EBITA = Earnings Before Interest, Taxes, Amortisation and Impairment losses Earnings Before Interest, Taxes, Amortisation and Impairment losses EBITA, % = x 100% Revenue Adjusted EBITDA* = Earnings Before Interest, Taxes, Depreciation, Amortisation, Impairment losses and adjustments Earnings Before Interest, Taxes, Depreciation, Amortisation, Operating profit (EBIT) = Earnings Before Interest, Taxes and Share of profits in associated companies Earnings Before Interest, Taxes and Share of profits in associated companies Operating profit (EBIT), % = Revenue x 100% Adjusted EBITDA, %* = Impairment losses and adjustments x 100% Revenue Adjusted EBITDA, excluding IFRS 16 * = Earnings Before Interest, Taxes, Depreciation, Amortisation, Impairment losses and adjustments, excluding IFRS 16 lease adjustments Adjusted EBITA* = Earnings Before Interest, Taxes, Amortisation, Impairment losses and adjustments * Adjustments are material items outside the ordinary course of business and these relate to acquisition-related expenses, restructuring-related expenses, gains and losses on sale of assets (net), impairment losses, strategic projects and other items affecting comparability. Adjusted EBITA, %* = Adjusted operating profit (EBIT)* = Earnings Before Interest, Taxes, Amortisation, Impairment losses and adjustments Revenue Earnings Before Interest, Taxes and Share of profits in associated companies, and adjustments x 100% Share key figures Profit for the period attributable to owners of the parent company Earnings per share, (EUR) = Average number of shares during the period Adjusted operating profit (EBIT), %* = Earnings Before Interest, Taxes and Share of profits in associated companies, and adjustments Revenue x 100% Effective dividend yield, = % Price to earnings ratio = (P/E) Dividend per share Share price at the end of the period Share price at the end of the period Earnings per share x 100% EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortisation and Impairment losses EBITDA, % = Earnings Before Interest, Taxes, Depreciation and Amortisation and Impairment losses Revenue x 100% Year 2025 Strategy and business Corporate Governance Report of the Board of Directors Sustainability statement Financial statements Tax footprint Reconciliation of alternative performance measures Return on equity, % 2025 2024 2023 Net income 92.6 71.7 -42.2 Equity (including non-controlling interest) (average) 566.2 531.8 553.7 Return on equity, % 16.4 13.5 -7.6 Equity ratio, % 2025 2024 2023 Equity (including non-controlling interest) 584.2 548.2 515.4 Total assets 1,441.1 1,398.4 1,419.5 Advances received 6.5 6.9 6.4 Equity ratio, % 40.7 39.4 36.5 Gearing, % 2025 2024 2023 Interest-bearing liabilities 583.7 570.0 635.8 Interest-bearing receivables and cash and cash equivalents 75.7 65.2 37.7 Equity 584.2 548.2 515.4 Gearing, % 87.0 92.1 116.0 Net debt / EBITDA 2025 2024 2023 Net debt / Adjusted EBITDA 2025 2024 2023 Interest-bearing liabilities 583.7 570.0 635.8 Interest-bearing receivables and cash and cash equivalents 75.7 65.2 37.7 Adjusted EBITDA 252.2 245.9 200.2 Net debt / Adjusted EBITDA 2.0 2.1 3.0 Adjusted EBITDA, EUR mill. 2025 2024 2023 Net income 92.6 71.7 -42.2 Income tax expense 23.5 18.0 3.3 Share of profits in associated companies - - 0.0 Share of profit in joint ventures 0.2 - - Net finance expenses 21.2 26.5 24.2 Depreciation, amortisation and impairment losses 100.0 106.4 193.8 Adjustments* 14.7 23.5 21.2 Adjusted EBITDA 252.2 245.9 200.2 Adjusted EBITDA 252.2 245.9 200.2 Revenue 1,278.9 1,340.0 1,286.4 Adjusted EBITDA, % 19.7 18.4 15.6 Adjusted EBITDA, % 2025 2024 2023 Interest-bearing liabilities 583.7 570.0 635.8 Interest-bearing receivables and cash and cash equivalents 75.7 65.2 37.7 EBITDA 237.5 222.5 179.2 Net debt / EBITDA 2.1 2.3 3.3 Year 2025 Strategy and business Corporate Governance Report of the Board of Directors Sustainability statement Financial statements Tax footprint Adjusted EBITA, EUR mill. 2025 2024 2023 Net income 92.6 71.7 -42.2 Income tax expense 23.5 18.0 3.3 Share of profits in associated companies - - 0.0 Share of profit in joint ventures 0.2 - - Net finance expenses 21.2 26.5 24.2 Amortisation and impairment losses 27.1 31.5 119.1 Adjustments* 14.7 23.5 21.5 Adjusted EBITA 179.3 171.0 125.6 Adjusted EBITA, % 2025 2024 2023 Adjusted EBITA 179.3 171.0 125.6 Revenue 1,278.9 1,340.0 1,286.4 Adjusted EBITA, % 14.0 12.8 9.8 Adjusted operating profit (EBIT), EUR mill. 2025 2024 2023 Net income 92.6 71.7 -42.2 Income tax expense 23.5 18.0 3.3 Share of profits in associated companies - - 0.0 Share of profit in joint ventures 0.2 - - Net finance expenses 21.2 26.5 24.2 Adjustments* 18.8 24.4 107.8 Adjusted EBIT 156.3 140.5 93.1 Adjusted operating profit (EBIT), % 2025 2024 2023 Adjusted EBIT 156.3 140.5 93.1 Revenue 1,278.9 1,340.0 1,286.4 Adjusted EBIT, % 12.2 10.5 7.2 EBITDA, EUR mill. 2025 2024 2023 Net income 92.6 71.7 -42.2 Income tax expense 23.5 18.0 3.3 Share of profits in associated companies - - 0.0 Share of profit in joint ventures 0.2 - - Net finance expenses 21.2 26.5 24.2 Depreciation, amortisation and impairment losses 100.0 106.4 193.8 EBITDA 237.5 222.5 179.2 Year 2025 Strategy and business Corporate Governance Report of the Board of Directors Sustainability statement Financial statements Tax footprint EBITDA, % 2025 2024 2023 EBITDA 237.5 222.5 179.2 Revenue 1,278.9 1,340.0 1,286.4 EBITDA, % 18.6 16.6 13.9 EBITA, EUR mill. 2025 2024 2023 Net income 92.6 71.7 -42.2 Income tax expense 23.5 18.0 3.3 Share of profits in associated companies - - 0.0 Share of profit in joint ventures 0.2 - - Net finance expenses 21.2 26.5 24.2 Amortisation and impairment losses 27.1 31.5 119.1 EBITA 164.6 147.6 104.4 EBITA, % 2025 2024 2023 Operating profit (EBIT), EUR mill. 2025 2024 2023 Net income 92.6 71.7 -42.2 Income tax expense 23.5 18.0 3.3 Share of profits in associated companies - - 0.0 Share of profit in joint ventures 0.2 - - Net finance expenses 21.2 26.5 24.2 EBIT 137.5 116.1 -14.7 Operating profit, (EBIT), % 2025 2024 2023 EBIT 137.5 116.1 -14.7 Revenue 1,278.9 1,340.0 1,286.4 EBIT, % 10.8 8.7 -1.1 Acquisition-related expenses 1) -0.1 -0.7 -0.8 Restructuring-related expenses 2) 1.1 1.9 3.2 Gain on sale of asset 3) -0.1 0.6 - Impairment losses 4.1 0.9 80.8 Strategic projects and other items affecting to comparability 13.9 21.6 18.8 Adjustments 18.8 24.4 101.9 Adjustments based on subject area* , EUR mill. 2025 2024 2023 EBITA 164.6 147.6 104.4 Revenue 1,278.9 1,340.0 1,286.4 EBITA, % 12.9 11.0 8.1 Year 2025 Strategy and business Corporate Governance Report of the Board of Directors Sustainability statement Financial statements Tax footprint Adjustments based on account group* , EUR mill. 2025 2024 2023 Other operating income -0.9 -1.0 -0.8 Personnel expenses 2.0 1.4 3.1 Other operating expenses 13.6 23.1 18.7 Depreciation and impairment 4.1 0.9 86.7 Deferred tax - - -5.9 Adjustments 18.8 24.4 101.9 Adjusted EBITDA, excluding IFRS 16 2025 2024 2023 Net debt/Adjusted EBITDA, excluding IFRS 16 2025 2024 2023 Interest-bearing liabilities 381.1 378.2 416.7 Interest-bearing receivables and cash and cash equivalents 75.7 65.2 37.7 Adjusted EBITDA 196.5 189.5 142.8 Net debt/Adjusted EBITDA, excluding IFRS 16 1.6 1.7 2.7 * Adjustments are material items outside the ordinary course of business, and these relate to acquisition-related expenses, restructuring-related expenses, gain /losses on sale of assets (net), impairment losses, strategic projects and other items affecting comparability. 1) Including transaction costs and expenses from integration of acquired businesses. 2) Including restructuring of network and business operations. 3) Including sales of business operations. Net income 92.6 71.7 -42.2 Income tax expense 24.0 3.3 3.3 Share of profits in associated companies - - 0.0 Share of profit in joint ventures 0.2 - - Net finance expenses 20.7 26.5 24.2 Depreciation, amortisation and impairment losses 100.0 106.4 193.8 Adjustments* 14.7 23.5 21.1 IFRS 16 lease expense adjustment -55.7 -56.4 -57.4 Adjusted EBITDA, excluding IFRS 16 196.5 189.5 142.8 ‌Year 2025 Strategy and business Corporate Governance Report of the Board of Directors Sustainability statement Financial statements Tax footprint Sustainability statement 73 General disclosures 74 Basis for preparation of the sustainability statement 74 Governance 79 Strategy 90 Impact, risk and opportunity management 103 Environmental information 104 Climate change 114 Resource use and circular economy 117 Social information 118 Own workforce 132 Workers in the value chain 137 Consumers and end-users 153 Governance information 154 Business conduct 72 A N N U A L R E P O R T 2 0 2 5 ‌Year 2025 Strategy and business Corporate Governance Report of the Board of Directors Sustainability statement Financial statements Tax footprint General disclosures 74 Basis for preparation of the sustainability statement 74 Governance 79 Strategy 90 Impact, risk and opportunity management 73 A N N U A L R E P O R T 2 0 2 5 ‌Year 2025 Strategy and business Corporate Governance Report of the Board of Directors Sustainability statement Financial statements Tax footprint General disclosures ESRS 2 Basis for preparation of the sustainability statement BP 1, 2 Terveystalo Plc is a Finnish public limited liability company incorporated under the laws of Finland and domiciled in Helsinki. The Group's parent company Terveystalo Plc is listed on Nasdaq Helsinki. The Terveystalo Group consists of the parent company and 25 subsidiaries. The company is the largest private healthcare service provider in Finland in terms of revenue, and one of the leading occupational health providers in Finland and Sweden. The company offers general medicine, occupational health and specialised care services, diagnostics services, outpatient surgery, oral health services and other complementary health services to corporate, private, and public sector customers. In the sustainability statement, operations are reported at the Terveystalo Group level, and the scope of consolidation is the same as in the Group's financial statements, unless otherwise stated. The information concerning the company's own operations covers the entire Group's own workforce, i.e. both employees and non-employees (including self-employed professionals), unless otherwise stated. The sustainability statement includes the material impacts, risks, and opportunities related to the upstream and downstream parts of Terveystalo's value chain. The sustainability statement is published annually. The reporting period corresponds to the financial year from 1 January 2025 to 31 December 2025. In the sustainability statement, time horizons are defined in accordance with the reporting time horizons set by the ESRS standard: short-term = the reporting period (one year), medium-term = 1-5 years, and long-term: >5 years. The necessary reporting principles for different topic areas are presented in connection with each topic-specific standard. In the 2025 report, the employee Net Promoter Score (eNPS) has been omitted and replaced with the Professional Engagement Index, which better reflects the day-to-day work experience of Terveystalo's workforce, provides deeper insights into employee engagement, and is something that operational leaders and managers can better influence through their actions. The comparative figures for the sickness absence rate for 2024 and 2023 have been corrected due to an identified calculation error. In addition, the comparative figures for the age distribution in datapoint S1-9 for 2024 and 2023 have been corrected due to an identified error. KPMG Oy Ab has provided limited assurance on the sustainability statement in accordance with the ISAE 3000 assurance standard. Governance The role of the administrative, management and supervisory bodies, and information provided to them and sustainability topics they address GOV-1, 2 The sustainability statement provides information on the governance of sustainability. Further information on the general duties, composition, diversity, and expertise of the administrative, management, and supervisory bodies, as well as the processes for internal control, internal audit, and risk management, can be found in Terveystalo's Corporate Governance Statement. The Board of Directors and its committees Terveystalo Plc's Board of Directors is the highest decision-making body that oversees sustainability-related issues within the organisation. The Board of Directors carries out duties that fall under its responsibility in accordance with applicable laws, Terveystalo Plc's Articles of Association, the charter of the Board of Directors, the Corporate Governance Code published by the Securities Market Association, as amended from time to time, and other rules and regulations applicable to Finnish listed companies. The Board of Directors is responsible for the company's governance and the appropriate organisation of its operations, among other things. The Board of Directors decides on matters of principle and on any issues that could have broad-ranging implications for the company. 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. The responsibilities of the Board of Directors are documented in its written charter, which supplements the provisions of the Articles of Association and the applicable laws and regulations. In accordance with Terveystalo's ESG governance model, the Board of Directors discusses and directs the sustainability strategy and decides on key sustainability-related commitments and the setting of sustainability-related targets, as well as monitors and oversees the achievement of these targets. The Board of Directors also approves the most significant Group-level sustainability-related policies and Terveystalo's Code of Conduct. In accordance with its charter, the duties of the Board of Directors include monitoring and overseeing not only the financial reporting process but also the sustainability reporting process. The Board of Directors Year 2025 Strategy and business Corporate Governance Report of the Board of Directors Sustainability statement Financial statements Tax footprint prepares the election of the sustainability assurance provider, monitors the sustainability reporting assurance process and approves Terveystalo's sustainability statement. The Board of Directors ensures that the company has defined operating principles for internal control, internal audit, and risk management, and supervises compliance with these principles. In accordance with Terveystalo's risk management policy, the Board of Directors confirms the Group's risk management policy and addresses the Group's most significant risks and uncertainties. Internal control is integrated into Terveystalo's management and reporting system and is carried out by the Board of Directors, the Audit Committee, operational management, and finance department employees with respect to the financial reporting process. The foundation of internal control is Terveystalo's risk management system, business culture, and its respective operating practices. The Group's values, Code of Conduct, and policies and principles, such as the risk management policy, financing policy, procurement policy, disclosure policy, and approval authorisations, guide internal control. Terveystalo's Vice President in charge of sustainability presents material sustainability-related matters to the Board of Directors at least once a year in connection with a broader review of the sustainability agenda, targets, and performance. Sustainability matters are also discussed in Board meetings as needed, when there are material issues to communicate or decide on. In 2025, the Board meetings addressed, among other things, the following sustainability-related matters: the 2024 sustainability statement and its assurance, the double materiality assessment process, the results of Terveystalo's updated double materiality assessment, Terveystalo's updated material impacts, risks, and opportunities, and the structure of Terveystalo's sustainability reporting. The Board of Directors has discussed the connection between the double materiality assessment and Terveystalo's sustainability programme. The Board of Directors has also discussed Terveystalo's science-based targets (SBTi), supply chain sustainability targets and their results, actions in 2025, and Terveystalo's ESG risk model. Risk management, Terveystalo's human rights impacts, and information security have also been on the agenda of the Board of Directors during the year. To enhance the efficiency of its work, the Board of Directors has established two committees: the Audit Committee and the Remuneration Committee. Written charters have been prepared for the committees, defining their duties. The duties of the Audit Committee include, among other things, assisting the Board of Directors in fulfilling and monitoring its supervisory responsibilities related to the financial reporting process, audit, sustainability reporting process, and assurance, as well as supervising matters related to reporting, internal control, internal audit, and risk management. The Audit Committee monitors and evaluates the company's financial and sustainability reporting system, as well as the quality and integrity of the financial statements, other financial reports, and sustainability statements. The Audit Committee also monitors the statutory audit of the financial statements and consolidated financial statements, as well as the assurance of the sustainability statement. The Audit Committee also assesses the competence and independence of the external auditor and the sustainability reporting assurance provider, prepares the proposal for the election of the auditor and the sustainability reporting assurance provider, and monitors compliance with laws and regulations. In addition, the Audit Committee monitors and evaluates the effectiveness of the company's internal control, internal audit, and risk management systems and assesses the performance of the internal audit function. The Group's internal audit, which has been carried out as an outsourced service from audit firms, reports to the Audit Committee. The Board's Remuneration Committee, in turn, assists the Board in preparing matters related to remuneration, among other things. The Remuneration Committee prepares the remuneration policy and report for the governing bodies, prepares and evaluates the remuneration of the CEO and other members of the Executive Team reporting directly to the CEO, and prepares the short- and long-term incentive plans. The Remuneration Committee prepares the nomination matters of the CEO and other members of the Executive Team reporting directly to the CEO. The committees address sustainability matters whenever there are material issues to communicate or decide on. In 2025, the Audit Committee has addressed Terveystalo's 2024 sustainability statement and topics related to its preparation and assurance. The Audit Committee has also specifically addressed the reporting requirements brought by the Corporate Sustainability Reporting Directive (CSRD) and the double materiality assessment process, the results of the updated double materiality assessment, including the identified material impacts, risks, and opportunities and their assessment, the differences between the updated assessment and the results of the previous assessment, and the connection of the assessment to Terveystalo's sustainability programme. During the year, the Remuneration Committee has prepared the short- and long-term incentive plans for the CEO and other members of the Executive Team reporting directly to the CEO. The aim of the incentive plans is, among other things, to drive performance towards achieving Group-level and individual targets based on the key strategic priorities for each year and towards certain Group targets. When preparing the short- and long-term incentive plans, the Remuneration Committee evaluates the relevant metrics and performance targets for the plans, which are used as performance criteria for remuneration. These metrics may relate to sustainability or other topics. CEO and Executive Team The CEO manages the day-to-day administration of the company and implements the company's strategy in accordance with the instructions and orders given by the Board of Directors, is responsible for the implementation of measures approved by the Board, and supervises the preparation of strategically important measures. Thus, Terveystalo's CEO, together with the rest of the Executive Team, is also responsible for the successful implementation of the company's sustainability agenda. The CEO ensures that the company's management is adequately organised and that the company's accounting complies with the applicable legislation. In accordance with Terveystalo's risk management policy, the CEO leads Terveystalo's risk management. The CEO is supported in risk management by the CFO, who handles current risk management issues and prepares the draft Group risk report. The CEO, together with the Executive Team, evaluates the functionality and effectiveness of risk management in connection with strategy and operational planning. Sustainability-related Year 2025 Strategy and business Corporate Governance Report of the Board of Directors Sustainability statement Financial statements Tax footprint risks are addressed as part of the company's overall risk management. The CEO also ensures that the company's administration and financial management are properly organised. The CEO acts as the Chairman of Terveystalo's Executive Team. Ville Iho has served as Terveystalo's CEO since December 2019. A more detailed presentation of the CEO can be found in Terveystalo's Corporate Governance Statement. The Executive Team assists the CEO in, among other things, the preparation and implementation of matters related to the company's strategy, business plans, matters of principle, and other significant topics. Sustainability risks are assessed as part of the Terveystalo Group's overall risk management. The key objective of risk management is to support the Board of Directors, the Audit Committee, and the CEO in risk management and governance, and the Group's Executive Team in identifying risks related to strategic objectives. The objective of risk management is also to ensure an understanding of the Group's material risks and to provide the Group's management with high-quality and timely risk information relevant for decision-making and risk mitigation. Furthermore, the objective of risk management is to ensure business continuity by integrating continuity and risk management processes, to ensure the quality of care and patient safety, and to secure the confidentiality, integrity, and availability of information. Risk management is an integral part of the Terveystalo Group's planning processes and monitoring and reporting procedures, and risk appetite in relation to risk-bearing capacity is assessed particularly in connection with strategy discussions and when deciding on significant business projects and investments for the Group. Risk management is an integral part of management that promotes strategic development and helps management make informed choices, prioritise actions, consider opportunities and uncertainties and their impacts, and distinguish between alternative courses of action. As stated above, the Group's management also participates in the implementation of internal control. The Board of Directors of Terveystalo Plc has delegated the practical implementation of an effective control environment and control measures related to the reliability of financial reporting to the CFO. The CFO is also responsible for the control environment of financial reporting, acts as the owner of reporting risks, and reports to the Audit Committee and the Board of Directors on risk management and internal control. In accordance with Terveystalo's ESG governance model, the Executive Team evaluates the Group's sustainability action plans and approach, commitments, investments, and targets, and decides on their submission to the Board of Directors for final approval. The Executive Team monitors progress on sustainability-related targets, commitments, and action plans, and is responsible for ensuring that sustainability-related commitments are integrated into the Group's overall strategy and operations as part of the strategy process. The Executive Team reviews the Group's sustainability- related policies and guidelines and submits the most significant ones to the Board for approval. The CEO and certain members of the Executive Team also have the right to approve policies and guidelines falling within their own authority. Terveystalo's management and supervisors are responsible for communicating and implementing Terveystalo's Code of Conduct and for monitoring compliance with it. The CEO reports to the Board of Directors of Terveystalo Plc, and the other members of the Executive Team report to the CEO. The Vice President in charge of sustainability, who reports to the CFO, discusses sustainability-related matters with the CFO and the CEO regularly and as needed when there are material issues to communicate or decide on. Sustainability-related matters are also regularly on the Executive Team's agenda. In 2025, the CEO and the Executive Team have particularly addressed the comprehensive reform of Terveystalo's Code of Conduct and the content of the renewed Code of Conduct, as well as the science-based climate targets set by Terveystalo. Other responsibilities related to the management of sustainability themes Terveystalo's ESG and Quality Steering Group monitors sustainability-related developments and regulations, and guides and supports the quality and sustainability strategy and development within the Group. The steering group is multi-professional, chaired by the Quality Director, who reports to the Chief Medical Officer, and vice-chaired by Vice President in charge of sustainability. The tasks of the steering group are defined in Terveystalo's ESG governance model. The steering group supports the organisation in setting sustainability and quality targets and metrics, and in achieving the target level, commitments, and targets set by the Board of Directors. The steering group defines and reviews the sustainability and quality strategy, main metrics, and targets, and evaluates quality and sustainability policies and their updates for approval by the Executive Team / Board of Directors. The group monitors the achievement of targets during the year and ensures the implementation of necessary analyses and corrective actions at the Group level. The steering group reports to the Executive Team quarterly. Terveystalo's medical management is responsible for the legality of operations, the medical content of services, monitoring the effectiveness of care, and patient safety. The Chief Medical Officer leads the Medical Forum, which addresses the most significant medical issues requiring policy decisions. In addition to the ESG and Quality Steering Group and the Medical Forum, the assurance and development of quality and patient safety at the Group level are guided by the Data Protection Team, the Safety Team, and the Patient Safety Team. The CFO is responsible for environmental matters in the Group's Executive Team. Adherence to the environmental management system is the responsibility of the Quality Director. The achievement of the environmental management system's objectives is monitored by the environmental management system's steering group, and the operational activities are the responsibility of the environmental management system's operational group. The operational group is a multi-professional group that ensures and develops the functionality of the environmental management system and prepares matters for the steering group. The steering group reviews the environmental management system and ensures its suitability, appropriateness, and effectiveness. Unit management is responsible for implementing environmental targets and preparing local environmental plans. Terveystalo's Senior Vice President, People and Careers, who is a member of the Group's Executive Team and reports to the CEO, is responsible for human resources management and its development. As required by the law, Terveystalo Group has a Data Protection Officer who performs duties in accordance with the General Data Protection Year 2025 Strategy and business Corporate Governance Report of the Board of Directors Sustainability statement Financial statements Tax footprint Regulation and reports directly to Group management. In Sweden, Feelgood has its own Data Protection Officer. The Group's Chief Information Security Officer, who reports to the member of the Group's Executive Team responsible for information security and digital services, is responsible for day-to-day information security management. In addition, Terveystalo has data protection and information security working groups that handle and monitor matters related to data protection and information security and develop data protection and information security activities. The stakeholders within the Terveystalo organisation that are relevant to the working groups' areas of responsibility are represented in the groups. Terveystalo's compliance function is responsible for creating and updating compliance programmes and their associated policies. The compliance function's area of responsibility also includes investigations related to compliance with the Code of Conduct and process development work. The compliance function reports annually to the Board of Directors of Terveystalo Plc on the most material compliance themes and targets, and regularly to the Group's management. Terveystalo's management and supervisors are responsible for communicating and implementing the Code of Conduct approved by the Board of Directors and for monitoring compliance with it. Terveystalo's Legal and Compliance team supports with questions related to the Code of Conduct and trains personnel on the topic. The compliance function also trains personnel and management on tailored compliance themes, such as the use of Terveystalo's reporting channel and its related requirements. Composition of the Board of Directors According to Terveystalo Plc's Articles of Association, the company's Board of Directors shall have a minimum of five and a maximum of eight ordinary members. In 2025, the Board of Directors consisted of seven members. The term of office of the Board members ends at the closing of the Annual General Meeting following their election. In 2025, Kari Kauniskangas (Chairman), Matts Rosenberg, Sofia Hasselberg, Ari Lehtoranta, Carola Lemne, Kristian Pullola, and Teija Sarajärvi served on the Board of Directors in accordance with the resolutions of the 2024 and 2025 Annual General Meetings. There is no employee representative among the members. The presentations of the Board members can be found in Terveystalo's Corporate Governance Statement. A person elected to the Board of Directors must have the competence required for the position and the ability to devote sufficient time to carrying out the duties. The company has prepared principles concerning the diversity of the Board of Directors, which the company's Board of Directors updated on 13 February 2025. According to the updated diversity principles, the diversity of the Board is assessed from several perspectives, including age, gender, educational and professional background, experience in industries, services, products, or geographical areas relevant to the company, and expertise in areas significant to the company, such as financial administration, risk management, strategy work, sustainability, and ethical business conduct. The number of terms of a Board member may also be taken into account. The Board of Directors must have a balanced representation of women and men as required by applicable legislation and the Corporate Governance Code. The members of the Board of Directors must have sufficient and diverse expertise, as well as complementary experience and knowledge of industries relevant to the company. The composition of the Board of Directors must reflect the nature of the company's operations and its development stage. Terveystalo considers the realisation of diversity in the Board of Directors to be a key factor that supports the company's business and its development, and also assists the company in achieving its strategic objectives. The work of the Board of Directors requires an understanding of differences in cultures, values, and business practices. The structure, size, composition, diversity, and succession needs of the Board of Directors are assessed annually, including whether the Board of Directors represents appropriate experience, diverse business expertise and skills, independence, and other necessary qualities. When planning the composition of the Board of Directors, the Shareholders' Nomination Board assesses the composition of the Board of Directors from the perspective of the company's current and future business needs and takes into account the diversity of the Board of Directors. Based on Terveystalo's double materiality assessment updated in 2025, the material sustainability topics for the company were confirmed to be climate change, resource use and circular economy, own workforce, workers in the value chain, consumers and end-users, and good governance / business conduct. The members of Terveystalo Plc's Board of Directors represent expertise in, among other things, the healthcare industry and business conduct in the company's target markets (Finland, Sweden). The Board of Directors also includes members who have an educational background in medicine. The members of the Board of Directors have experience from several different industries and a wide range of different management positions in companies serving various customer groups. They represent expertise related to business conduct and good governance in areas such as strategic management, financial management, and risk management, as well as business ethics and compliance. The Board members also have expertise in topics related to sustainability (ESG), as well as human resources management and occupational safety. The Board and its committees may also use external legal, financial, sustainability-related, or other advisors to the extent they deem necessary. The age range of Terveystalo Plc's Board of Directors was 42-67 years as at 31 December 2025. Of the Board 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 years or older. In 2025 (and on average during the year), three (43 percent) of the Board members were women and four (57 percent) were men. Two (29 percent) of the Board members came from outside Finland. The Board of Directors evaluates its activities and working methods annually in accordance with the Corporate Governance Code. When preparing its proposal for the composition of the Board of Directors, the Shareholders' Nomination Board must take into account the independence requirements of the Corporate Governance Code, the results of the evaluation of the Board's performance prepared in accordance with the Corporate Governance Code, the principles concerning the diversity of the Board of Directors, and other applicable regulations and rules. All Board members serving on the Board of Directors on 31 December 2025 (100 percent) are, according to the Board's assessment, independent of the company. Six of the seven members (86 percent) are also independent of the company's significant shareholders. Year 2025 Strategy and business Corporate Governance Report of the Board of Directors Sustainability statement Financial statements Tax footprint Integration of sustainability-related performance in incentive schemes GOV-3 Remuneration of the Board of Directors The Shareholders' Nomination Board prepares and reviews the remuneration principles for the members of the Board of Directors as defined in Terveystalo Plc's Remuneration Policy for Governing Bodies. In addition, the Shareholders' Nomination Board prepares an annual remuneration proposal for the members of the Board of Directors. The proposal must be based on the principles defined in Terveystalo Plc's Remuneration Policy for Governing Bodies. The final decision on the remuneration of the Board members is made by the General Meeting. In accordance with the resolution of Terveystalo's Annual General Meeting held on 8 April 2025, the remuneration of the Board of Directors for the term beginning at the Annual General Meeting and ending at the next Annual General Meeting consists of an annual fee and meeting fees, in addition to which Board members are entitled to compensation for travel expenses and other costs directly related to Board work according to the company's practice. The annual fee for the Board is paid either partly in Terveystalo shares and partly in cash, or entirely in cash. The 2025 Annual General Meeting decided that for the term beginning at the Annual General Meeting, the annual fee for the Board will be paid as a combination of company shares and a cash portion, such that 40 percent of the annual fee is paid in company shares acquired from the market on behalf of the Board members at a price determined in public trading, and 60 percent is paid in cash. The Annual General Meeting decided that the Board's meeting fees will be paid in cash. In 2025, the remuneration of the Board of Directors was not based on sustainability-related performance. Remuneration of the CEO The Remu...

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