Revenio Group Oyj

743700I27E0FWSXLKK042023-01-012023-12-31743700I27E0FWSXLKK042022-01-012022-12-31743700I27E0FWSXLKK042023-12-31743700I27E0FWSXLKK042022-12-31743700I27E0FWSXLKK042023-01-01743700I27E0FWSXLKK042022-01-01743700I27E0FWSXLKK042021-12-31ifrs-full:IssuedCapitalMember743700I27E0FWSXLKK042021-12-31reveniogroup:ReserveForInvestedNonRestrictedEquityMember743700I27E0FWSXLKK042021-12-31ifrs-full:MiscellaneousOtherReservesMemberiso4217:EURiso4217:EURxbrli:shares743700I27E0FWSXLKK042021-12-31ifrs-full:TreasurySharesMember743700I27E0FWSXLKK042021-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember743700I27E0FWSXLKK042021-12-31ifrs-full:RetainedEarningsMember743700I27E0FWSXLKK042021-12-31743700I27E0FWSXLKK042022-01-012022-12-31ifrs-full:RetainedEarningsMember743700I27E0FWSXLKK042022-01-012022-12-31ifrs-full:ReserveOfGainsAndLossesOnFinancialAssetsMeasuredAtFairValueThroughOtherComprehensiveIncomeMember743700I27E0FWSXLKK042022-01-012022-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember743700I27E0FWSXLKK042022-01-012022-12-31ifrs-full:IssuedCapitalMember743700I27E0FWSXLKK042022-01-012022-12-31reveniogroup:ReserveForInvestedNonRestrictedEquityMember743700I27E0FWSXLKK042022-01-012022-12-31ifrs-full:MiscellaneousOtherReservesMember743700I27E0FWSXLKK042022-01-012022-12-31ifrs-full:TreasurySharesMember743700I27E0FWSXLKK042022-12-31ifrs-full:IssuedCapitalMember743700I27E0FWSXLKK042022-12-31reveniogroup:ReserveForInvestedNonRestrictedEquityMember743700I27E0FWSXLKK042022-12-31ifrs-full:MiscellaneousOtherReservesMember743700I27E0FWSXLKK042022-12-31ifrs-full:TreasurySharesMember743700I27E0FWSXLKK042022-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember743700I27E0FWSXLKK042022-12-31ifrs-full:RetainedEarningsMember743700I27E0FWSXLKK042023-01-012023-12-31ifrs-full:RetainedEarningsMember743700I27E0FWSXLKK042023-01-012023-12-31ifrs-full:ReserveOfGainsAndLossesOnFinancialAssetsMeasuredAtFairValueThroughOtherComprehensiveIncomeMember743700I27E0FWSXLKK042023-01-012023-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember743700I27E0FWSXLKK042023-01-012023-12-31ifrs-full:IssuedCapitalMember743700I27E0FWSXLKK042023-01-012023-12-31reveniogroup:ReserveForInvestedNonRestrictedEquityMember743700I27E0FWSXLKK042023-01-012023-12-31ifrs-full:MiscellaneousOtherReservesMember743700I27E0FWSXLKK042023-01-012023-12-31ifrs-full:TreasurySharesMember743700I27E0FWSXLKK042023-12-31ifrs-full:IssuedCapitalMember743700I27E0FWSXLKK042023-12-31reveniogroup:ReserveForInvestedNonRestrictedEquityMember743700I27E0FWSXLKK042023-12-31ifrs-full:MiscellaneousOtherReservesMember743700I27E0FWSXLKK042023-12-31ifrs-full:TreasurySharesMember743700I27E0FWSXLKK042023-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember743700I27E0FWSXLKK042023-12-31ifrs-full:RetainedEarningsMember Report by the Board of Directors and Financial Statements 2023 We aspire to keep the wonderful world visible for all Content Parent company financial statements Signatures Parent company profit & loss statement 50 Parent company balance sheet 51 Parent company cash flow statement 52 Notes to parent company financial statements 53 Signatures to the financial statements and review of operations 61 Auditor's note 61 Report by the Board of Directors Consolidated financial statements Auditor's report Report by the Board of Directors 3 Key figures 16 Consolidated comprehensive profit & loss statement 20 Consolidated balance sheet 21 Consolidated cash flow statement 22 Consolidated statement of changes in equity 23 Notes to the consolidated financial statements 24 Auditor's report 63 Report by the Board of Directors January 1–December 31, 2023 REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 3 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE Revenio is a global provider of comprehensive eye care solutions, a leading company for ophthalmological devices and software solutions. Revenio’s objective is to raise the quality of clinical diagnostics with the help of product innovations and to streamline clinical care pathways with connected and predictive eye care solutions. REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE 4REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 Revenio is a global provider of comprehensive eye care solutions, a leading company for ophthalmological devices and software solutions. Revenio’s objective is to raise the quality of clinical diagnostics with the help of product innovations and to streamline clinical care pathways with connected and predictive eye care solutions. Revenio’s ophthalmic diagnostic solutions include intra- ocular pressure (IOP) measurement devices (tonome- ters), fundus imaging devices, and perimeters as well as clinical software under the iCare brand. iCare Solutions provide digital clinical tools that drive greater efficiency and enhance quality in eye care. iCare is a trusted partner in eye diagnostics, providing fast, user-friendly, and reliable tools for diagnosing glaucoma, diabetic retinopathy, and macular degenera- tion (AMD). The Revenio Group comprises Revenio Group Corporation, Icare Finland Oy, Icare USA Inc., Revenio Italy S.R.L, CenterVue SpA, Revenio Research Oy, Revenio Australia Pty Ltd, Icare World Australia Pty Ltd, CT Operations International UK Ltd, China iCare Medical Technology Co. Ltd, and Oscare Medical Oy. Changes in the Group structure Done Medical Oy was merged with the parent company Revenio Group Corporation on October 31, 2023. Strategy During the strategy period 2021–2023 Revenio has trans- formed from an eye care-focused ophthalmic diagnostic device provider to a complete eye care solution sup- plier. In November 2023, Revenio published its updated strategy for the years 2024–2026. Revenio's updated growth strategy aims to improve clinical diagnostics' quality and to streamline clinical care pathways through specific product innovations and software solutions. The Group develops new products to support more effective screening, prevention and diagnosis of eye diseases. A key strategic goal is also to further increase the custom- er-centric approach within operations and to develop the Group's personnel and strengths related to corpo- rate culture. As a part of the strategy work, Revenio has reviewed its ESG priorities and KPIs, establishing targets for the forthcoming years centered on creating value for stakeholders, society, people, and the planet. The cornerstones of the updated strategy of Revenio for 2024–2026 are: 1. Improve the quality of clinical diagnostics with targeted product innovations 2. Optimize clinical care pathways with connected and predictive solutions 3. Enhance customer focus in operations & sales 4. Continue to develop People & Culture as a foundational strength 5. Continue sustainable and profitable growth As the prevalence of vision-threatening diseases increases, Revenio works to keep the wonderful world visible for all. During the strategy period, the Group's focus will increasingly shift towards connected and predictive eye care pathways. The foundation for maintaining profitable growth comprises top- tier offering, a diverse team of global professionals, uncompromised dedication to quality, a customer- centric approach in operations and sales, as well as strategic channels and partnerships. With these strengths, Revenio aims to grow 3 times faster than the market growth from 2025 onwards. Development of business operations and the operating environment in 2023 The year 2023 was two-fold. The year started strongly with double-digit growth, but the second quarter was ex- ceptionally weak in terms of demand. The effects of high interest rates and inflation were visible especially in the private equity funded optometry sector. The last quarter of the year showed an upward trend, and the Group’s core business without microperimeters developed well towards the end of the year. Revenio has strengthened its position in the eye care market with innovative and user-friendly products and software solutions that optimize clinical care pathways. The Group's product portfolio is competitive in both intraocular pressure measurement devices and fundus imaging devices. Revenio has continued to invest heavily in product development in order to bring new product and system innovations to the market. These include, for example, the iCare IC200 intraocular pressure measure- ment device updated with the Quick Measure feature and the iCare ILLUME screening solution using artificial intelligence, which was launched in 2022. The core of the screening solution is the high-quality data produced by iCare's devices and the related software solution. The holistic solution optimizes the patient's clinical care pathway and the processes of professionals in the field, which is a significant factor from the point of view of critical healthcare resources globally. AI distribution part- nerships are being pursued with both the Dutch company Thirona and the French company OphtAI. After the end of the financial period, distributor cooperation was also started with the Singaporean EyRIS. At the end of 2023, a significant order was received for the iCare DRSplus fundus imaging device for screening purposes in Germany. Deliveries are scheduled for 2023– 2025. Additionally, Revenio received significant orders for iCare DRSplus fundus imaging devices and iCare IC200 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE 5REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 intraocular pressure measurement devices in the United States. The process regarding the reimbursement policy for the iCare HOME2 intraocular pressure measurement device proceeds in the United States, and an application for a HCPCS reimbursement code for the iCare HOME2 intraocular pressure measurement device has been sent to the CMS (Centers for Medicare & Medicaid Services) in the United States. This code is required by insurers for the reimbursement of the iCare HOME2 intraocular pressure measurement device to patients. The objec- tive is to expand the reimbursement policy to cover the device, either in full or in part, as a part of the patient’s care pathway. In August 2023, Revenio updated its financial guidance due to the challenges in its operating environment. At the time the company estimated that the global challenges in its industry would continue, and the uncertainty factors related to macroeconomic development that started at the beginning of the year were likely to continue until the first half of 2024. In particular, inflation and high-interest rates were predicted to affect the purchasing behavior of customers in the Group's main market and to be reflect- ed in the investment willingness of optometry chains. Revenio has transformed from an eye care-focused ophthalmic diagnostic device provider to a complete eye care solution supplier. Following the three-year strategy published at the end of November 2023, the Group’s ob- jective is to move towards connected and predictive eye care solutions. When investments in eye care recover, Revenio is in an excellent position to accelerate growth. The drivers of the Group's growth, increasing prevalence of eye diseases due to aging and rising living standards, along with healthcare cost pressures, create demand pressure. Our product portfolio is competitive and up to date to meet the demand. In addition to organic growth, Revenio is actively scanning the market with the support of a strong balance sheet to identify potential acquisition targets to accelerate growth and expand the product range in the eye diagnostics market. Net sales, profitability, and profit Revenio Group’s net sales January 1–December 31, 2023 were EUR 96.6 (97.0) million. Net sales decreased by 0.4%. The currency-adjusted growth of net sales in January–December was 2.2%, or 2.6%-points stronger than the reported growth. EBITDA was EUR 30.3 (33.1) million, or 31.4% of net sales, down by 8.5%. The Group’s operating profit in January–December was EUR 26.3 (29.7) million, down by 11.3%. The EUR 1.0 million non-recurring costs of one-time projects had a negative impact on the EBITDA for the review period. The adjusted operating profit was EUR 27.3 (29.7) mil- lion, or 28.3% of net sales, down by 7.9%. The adjusted EBITDA decreased by 5.6% compared to the EBITDA in the comparison period. Profit before taxes was EUR 25.4 (29.1) million, down by 12.6% year-on-year. Earnings per share came to EUR 0.719 (0.818). Equity per share came to EUR 3.74 (3.41). Balance sheet, financial position and cash flow The Group’s balance sheet total totaled EUR 137.4 (136.1) million on December 31, 2023. The value of goodwill on the balance sheet totaled EUR 59.4 (59.8) million on December 31, 2023. The Group’s equity was EUR 99.9 (90.9) million. The Group’s net debt at the end of the period totaled EUR -3.6 (-11.9) million, and net gearing was -3.6 (-13.1)%. The Group’s equity ratio was 72.7 (66.8)%. The Group’s liquid assets at the end of the financial period on December 31, 2023 totaled EUR 21.5 (32.1) million. Cash flow from operations totaled EUR 10.9 (23.2) million. Personnel and management On December 31, 2023, the members of Revenio Group’s Management Team were Jouni Toijala, President and CEO of Revenio Group Corporation; John Floyd, Vice President, Sales; Heli Huopaniemi, Vice President, Quality; Ari Isomäki, Vice President, Operations; Tomi Karvo, Vice President, Products, Brand and Marketing; Robin Pulkkinen, CFO; Kate Taylor, Vice President Strategy and Business Development, and Hanna Vuornos, Vice President, People & Culture. Giuliano Barbaro, Vice President, Research and Development, has taken up new responsibilities outside the company as of July 1, 2023. Marco Rizzardo was appointed Revenio's Vice President R&D and a member of the Leadership Team. Rizzardo started in his position on January 8, 2024. Marco Rizzardo is responsible for the research and develop- ment of Revenio Group's ophthalmological devices and software solutions throughout their entire life cycle. At the end of the year the number of employees was 216 (207). Loans granted to key management personnel During the financial year 2020, Revenio Group Corporation's President & CEO Jouni Toijala took out a loan of EUR 50,000 granted by the company on market terms for the purchase of Revenio’s shares. The shares acquired JAN-DEC/2023 JAN-DEC/2022 Revenio Group 214 194 AVERAGE NUMBER OF PERSONNEL DURING THE FINANCIAL YEAR REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE 6REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 using the loan will act as security for the loan. This ar- rangement was entered into at the request of Revenio’s Board of Directors in order to secure the commitment and motivation of the CEO. The CEO has agreed to hold the company shares he acquired using the loan financing granted by the company for a period of five (5) years. The CEO’s obligation to hold the acquired shares ends if the CEO’s employment relationship ends before the end of the five-year period. The loan has been paid in full in 2023. Shares, share capital, and management and employee holdings On December 31, 2023, Revenio Group Corporation’s fully paid-up share capital registered with the Trade Register was EUR 5,314,918.72 and the number of shares totaled 26,681,116. The Company has one class of shares, and all shares confer the same voting rights and an equal right to dividends and the Company’s funds. On December 31, 2023, the President & CEO, members of the Board of Directors, the Leadership team members and their related parties held 0.25% of the Company’s shares, or 66,553 shares. The Company did not buy back any of its shares during the financial period. At the end of the financial period, the Company held 88,342 of its own shares. In late 2015, the employees of Revenio Group working in Finland established a personnel fund, into which any bonuses earned by employees through incentive schemes can be paid. This arrangement is widely used. The Annual General Meeting of March 23, 2023, decided that approximately 40% of Board members' emolument will be settled in the form of Company shares. The valid authorizations of the Board of Directors relat- ing to repurchase and issuance of shares are presented in the section on the Annual General Meeting. Share option schemes At the end of the financial period the Company has no existing option schemes. Share incentive plans On March 13, 2020, January 26, 2021, January 26, 2022 and August 9, 2023 the Board of Directors of Revenio Group Corporation decided on the three-year earn- ing periods of the share-based long-term incentive schemes directed towards the President & CEO and other key personnel of Revenio Group. Long-term incentive schemes form part of the Company's remu- neration program for key personnel and are aimed at supporting the implementation of the Company's strat- egy and harmonizing the objective of key personnel and Company shareholders in growing shareholder value. Based on the ended earning period of the share-based incentive plan 2020-2022, a total of 8,124 company’s treasury shares were transferred in a directed share issue without payment to the company's key personnel participating in the plan on February 13, 2023. In addition, if certain conditions are met, the CEO is entitled to a restricted share plan under which the CEO would be entitled to receive a total of 3,000 shares in the Company during 2022–2024. In order to pay the share bonus of 1,000 shares earned in 2022 in ac- cordance with the terms of the program, 400 of the company's treasury shares were issued to the CEO on February 13, 2023 through a directed share issue with- out payment, and the rest of the share bonus was used for the tax consequences of the issued shares. REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE 7REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 SUMMARY OF TRADING ON NASDAQ HELSINKI January 1–December 31, 2023 JANUARY– DECEMBER 2023 TURNOVER, NUMBER OF SHARES VALUE TOTAL, EUR HIGHEST, EUR LOWEST, EUR AVERAGE PRICE, EUR LATEST, EUR REG1V 10,000,744 277,741,804 41.50 17.51 27.77 27.16 DEC 31, 2023 DEC 31, 2022 Market value, EUR 724,659,111 1,029,891,078 Number of shareholders 25,057 21,793 The Company’s Board of Directors decided during March, 2021, on a restricted share plan for five key employees of the Oculo business (nowadays Icare World Australia Pty Ltd.). The plan was established as part of a long-term incentive and commitment program to support the realization of Revenio Group’s strategy, harmonize the interests of shareholders and plan participants and increase the Company's value and profits in the long term, as well as to strengthen the par- ticipants’ commitment to Revenio. The plan has a restricted maximum number of shares. Under the plan, shares in the Company will be issued for a total maximum value of 1,660,000 Australian dollars, calculated using the trade-weighted average price of the Revenio share on the date of the completion of the Oculo acquisition. The performance-based, three-year plan covers the years 2021—2023. A total of 1,083 of the company’s treasury shares were issued in June 8, 2023 in a directed share issue without payment to persons included in the share-based incentive scheme. Information on the remuneration schemes currently used in Revenio Group can be found at the Company’s website at: www.reveniogroup.fi/en/investors /corporate_governance/remuneration Trading on Nasdaq Helsinki During the period January 1–December 31, 2023, Revenio Group Corporation’s share turnover on the Nasdaq Helsinki exchange totaled EUR 277.7 (278.1) million, rep- resenting 10.0 (6.3) million shares or 37.5 (23.4) % of all shares outstanding. The highest transaction price was EUR 41.50 (58.70) and the lowest was EUR 17.51 (36.02). The closing price at the end of the financial period was EUR 27.16 (38.60) and the weighted average price for the financial period was EUR 27.77 (44.46). Revenio Group Corporation’s market value stood at EUR 725 (1,030) million on December 31, 2023. REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE 8REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 Flagging notifications Between January 1–December 31, 2023, Revenio Group Corporation did not receive notifications of any changes in holdings as referred to in Chapter 9, Section 5, of the Securities Markets Act. Management transactions Transactions in Revenio securities by members of Revenio Group Corporation's management during the financial period have been published as stock exchange releases and can be viewed on the Company website at www.reveniogroup.fi/en/releases. Corporate Governance In its decision-making and corporate governance, Revenio Group Corporation abides by the Finnish Limited Liability Companies Act, other legal provi- sions concerning listed companies, Revenio Group Corporation's Articles of Association, and the rules and guidelines issued by Nasdaq Helsinki Ltd. The company complies with the Finnish Corporate Governance Code approved on September 19, 2019 and issued on January 1, 2020 by the Securities Market Association. Revenio’s Corporate Governance statements are pub- lished annually on the company website at www.reveniogroup.fi/en/investors /corporate_governance. The company’s Corporate Governance statements are available in the Investors section of the company web- site at www.reveniogroup.fi/en/investors /corporate_governance. REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE 9REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 MAJOR SHAREHOLDERS December 31, 2023 SHAREHOLDERS BY SIZE OF HOLDING NO. OF SHARES % 1 William Demant Invest A/S 4,792,299 17.96% 2 SEB Funds 1,058,940 3.97% 3 Vanguard 865,479 3.24% 4 Swedbank Robur Funds 729,000 2.73% 5 Ilmarinen Mutual Pension Insurance Company 699,792 2.62% 6 Nordea Funds 458,359 1.72% 7 Elo Mutual Pension INsurance Company 386,000 1.45% 8 TIN Funds 367,869 1.38% 9 Norges Bank 360,019 1.35% 10 BlackRock 354,324 1.33% OWNER DISTRIBUTION BY HOLDINGS CAPITAL NUMBER OF SHARES NUMBER OF KNOWN OWNERS 1 - 100 2.24% 597,362 15,970 101 - 500 5.60% 1,495,013 6,310 501 - 1,000 3.65% 974,328 1,331 111,001 - 5,000 10.21% 2,725,408 1,238 5,001 - 10,000 4.77% 1,271,891 180 10,001 - 50,000 11.70% 3,120,785 145 50,001 - 100,000 5.43% 1,450,047 22 100,001 - 500,000 21.00% 5,603,361 24 500,001 - 1,000,000 10.61% 2,830,500 4 1,000,001 - 21.94% 5,851,239 2 Unknown holding size 2.85% 761,182 0 Tota l 100.00 % 26,681,116 25,226 * Monitor by Modular Finance AB. Compiled and processed ownership data from various public sources, including Euroclear Finland and Morningstar, and from direct shareholder disclosures. While all efforts have been made to secure as updated and complete information as possible, neither Modular Finance nor Revenio Group can guarantee the completeness or accuracy of the data. OWNERSHIP STRUCTURE 36.17% Private Individuals 0.33% Treasury Shares 2.18% State, municipal and county 2.85% Anonymous ownership 4.55% Other 29.13% Fund company 0.24% Foundations 6.58% Pension & Insurance 17.96% Investment & PE Total: 100% SHAREHOLDERS BY SECTOR 31/12/2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE 10REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 2. Annual profit distribution, dividend distribution and capital repayment The AGM decided to accept the Board's proposal on profit distribution, according to which the parent com- pany’s profit for the financial period, EUR 17,686,519.09, will be added to retained earnings, and a dividend of EUR 0.36 per share will be paid. Dividend will be paid to shareholders who have been registered in the com- pany's shareholder register, maintained by Euroclear Finland Ltd, by the dividend record date on March 27, 2023. The dividend payment date was April 3, 2023. 3. Authorizing the Board of Directors to change the Articles of Association The AGM authorized the Board of Directors to change Articles 4 (“Board of Directors”), 8 (currently “Notice of general meetings of shareholders”) and 10 (“Annual General Meeting”) of the Articles of Association so that Article 4 is changed by increasing the maximum number of ordinary members of the Board of Directors, provisions concerning the place of the meeting and the holding of the remote meeting are added to Article 8 and the provision concerning the place of the meeting is deleted from Article 10. Following the changes, the above-mentioned sections of the Articles of Association read as follows: ”4 Board of Directors A Board of Directors comprising no fewer than three (3) and no more than seven (7) ordinary members elected by the Annual General Meeting is responsible for the management of the company and the appropriate orga- nization of its business operations. A Board member’s term of office ends at the close of the Annual General Meeting following his or her election. Annual General Meeting and currently valid authorizations of the Board of Directors Decisions by the Annual General Meeting of Revenio Group Corporation on March 23, 2023 1. Financial statements, Board and Auditors The AGM confirmed the company's financial statements for the financial year 1 January – 31 December 2022 and discharged the members of the Board of Directors and the Managing Director from liability. The AGM decided that five members be elected to the Board of Directors and elected Arne Boye Nielsen, Riad Sherif, Ann-Christine Sundell, Pekka Tammela, and Bill Östman as members of the Board of Directors. In the board meeting held after the AGM, the Board of Directors elected Arne Boye Nielsen as Chair of the Board and Bill Östman as Vice Chair of the Board. The Board of Directors also decided the members of Audit Committee and elected Pekka Tammela, Ann- Christine Sundell and Arne Boye Nielsen. The Board of Directors elected Pekka Tammela as Chair of the Audit Committee. The Board of Directors also decided the members of Nomination and Remuneration Committee and elected Ann-Christine Sundell, Riad Sherif and Bill Östman. The Board of Directors elected Ann-Christine Sundell as Chair of the Nomination and Remuneration Committee. The AGM decided that the Chair of the Board be enti- tled to an annual emolument of EUR 60,000, the pos- sible deputy chair of the Board of Directors be entitled to an annual emolument of EUR 45,000, the Board Members be entitled to an annual emolument of EUR 30,000, the chair of the Audit Committee be entitled to an annual emolument of EUR 20,000, the chair of the Nomination and Remuneration Committee be entitled to an annual emolument of EUR 10,000, and the mem- bers of the Board Committees be entitled to an annual emolument of EUR 5,000. Approximately 40 per cent of the Board members' an- nual remuneration (gross) will be settled in the form of the company’s shares held in its treasury, however not exceeding a maximum of 3,200 shares in total, while approximately 60 per cent will consist of a monetary payment. Tax will be deducted from the monetary payment, calculated on the amount of the entire annual remuneration. The shares will be assigned to the Board members within two weeks of the release of Revenio Group Corporation’s interim report for the period of 1 January - 31 March 2023, using the trade volume weighted average price on the day following the release of the interim report as the share value. The AGM further decided that an attendance allow- ance of EUR 1,000 for members of the Board or Board Committees per Board or Committee meeting and EUR 600 per short teleconference, Board members EUR 600 for Board and Board Committee meetings and EUR 300 for short teleconferences per meeting, yet so that the aforementioned attendance allowance for the Board and Board Committee meetings for Board and Committee chairs who live outside of Finland and travel to Finland for the meeting is EUR 2,000 and the afore- mentioned attendance allowance for the Board and Board Committee meetings for members is EUR 1,200. Any travel expenses of the members of the Board or Board Committees will be compensated in accordance with the company’s travel expense regulations. The AGM re-elected Deloitte Ltd, Authorized Public Accountants, as the company's auditors, with Authorized Public Accountant (KHT) Mikko Lahtinen acting as the principal auditor. The AGM decided to pay the auditors’ fees as invoiced and approved by the company. REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE 11REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 sede the authorization granted at the Annual General Meeting of April 8, 2022. 5. Authorizing the Board of Directors to decide on a share issue and on granting stock options and other special rights entitling to shares The AGM decided to authorize the Board of Directors to decide on issuing a maximum of 2,668,111 shares in a share issue or by granting special rights (including stock options) entitling holders to shares as referred to in Chapter 10 Section 1 of the Companies Act, in one or several tranches. This authorization is to be used to finance and implement any prospective corporate acquisitions or other transactions, to implement the company’s share-based incentive plans, or for other purposes determined by the Board. The authorization grants the Board the right to decide on all terms and conditions governing the share issue and the granting of said special rights, including on the recipients of the shares or special rights and the amount of payable consideration. The authorization also includes the right to issue shares by deviating from the shareholders’ pre-emptive rights, i.e. by issuing them in a directed manner. The authorization of the Board covers both the issue of new shares and the transfer of any shares that may be held by the company. The authorization is effective until the end of the Annual General Meeting held in 2024, yet no further than until June 30, 2024. This authorization shall su- persede the issue authorization granted at the Annual General Meeting of April 8, 2022. Board of Directors and Auditors Until the Annual General Meeting March 23, 2023, the Company’s Board of Directors comprised Arne Boye The Board of Directors will elect a Chairman from among its members. The Board of Directors is quorate when more than half of its members are present.” ”8 Notice of general meetings of shareholders and the place of the meeting Notice of a General Meeting shall be given no earlier than two months and no later than twenty-one (21) days prior to the meeting by publishing the notice on the company’s website at www.reveniogroup.fi or in at least one Finnish-language national daily newspaper determined by the Board of Directors. An Annual General Meeting may be held at the compa- ny's domicile or at another Finnish location decided by the Board of Directors. The Board of Directors may also decide that the Annual General Meeting will be held without a meeting venue so that the shareholders will exercise their decision-making power full-on and on an up-to-date basis by means of a telecommunications connection and a technical device during the meeting.” ”10 Annual General Meeting An Annual General Meeting must be held annually on a date determined by the Board of Directors, no more than six months after the end of the financial year. The AGM must decide: 1. whether to adopt the Financial Statements; 2. how to dispose of the profit shown in the balance sheet; 3. whether to discharge the President & CEO and the members of the Board of Directors from liability; 4. what remuneration and compensation for travel expenses should be paid to members of the Board of Directors; 5. the number of members of the Board of Directors; 6. who will be elected to the Board of Directors; 7. who will be the company’s auditor; 8. on any mandatory items contained in the Limited Liability Companies Act and any other matters mentioned in the invitation.” 4. Authorizing the Board of Directors to decide on the acquisition of own shares The AGM authorized the Board of Directors to resolve on the acquisition of a maximum of 1,334,055 of the company’s own shares in one or more tranches using the company’s unrestricted equity. The company may buy back shares in order to develop its capital struc- ture, finance or implement any corporate acquisitions or other transactions, implement share-based incentive plans, pay board fees or otherwise transfer or cancel them. The company may buy back shares in public trading on marketplaces whose rules and regulations allow the company to trade in its own shares. In such a case, the company buys back shares through a directed pur- chase, i.e. in a proportion other than its shareholders’ holdings of company shares, with the consideration paid for the shares based on their publicly quoted mar- ket price so that the minimum price of the purchased shares equals the lowest market price quoted in public trading during the authorization period and their max- imum price equals the highest market price quoted in public trading during that period. The authorization is effective until the end of the Annual General Meeting held in 2024, yet no further than until June 30, 2024. This authorization shall super- REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE 12REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 • evaluating the independence and work of the statutory auditor and proposing a resolution on the election and fee of the auditor to the Annual General Meeting • evaluating compliance with laws, regulations, and Company policies and monitoring significant litigations of Group companies • executing any other duties bestowed upon it by the Board Nomination and Remuneration Committee At its organizing meeting, held after the Annual General Meeting 2023, the Board elected from amongst its members the following members to serve on its Nomination and Remuneration Committee: Ann- Christine Sundell (Chair), Riad Sherif and Bill Östman. The duties of the Nomination and Remuneration Committee include: • the preparation of a proposal for the appoint- ment of directors made to the general meeting • the preparation of a proposal concerning the remuneration of the directors made to the general meeting • the presentation of a proposal concerning directors to be made to the general meeting • finding successor candidates for directors • the preparation of the appointment of the CEO and other management as well as s uccessor planning • the preparation of the salary and other financial benefits of the CEO and other management Nielsen (Chair), Riad Sherif, Ann-Christine Sundell, Pekka Tammela and Bill Östman (Vice Chair). After the Annual General Meeting 2023, the Company’s Board of Directors comprises Arne Boye Nielsen (Chair), Riad Sherif, Ann-Christine Sundell, Pekka Tammela and Bill Östman (Vice Chair). In 2023, the Board met 19 times, and the average atten- dance rate was 98%. In 2022, the average attendance rate was 100%. In 2023, the Audit Committee met 5 times and the attendance rate was 100%. In 2023, the Nomination and Remuneration Committee met 8 times and the atten- dance rate was 100%. In the course of the financial year, the company paid, in total, EUR 331,500 in payments as Board emoluments. In addition, a total of 2,793 Revenio Group Corporation shares were granted as Board emoluments. Deloitte Oy, Authorized Public Accountants, acts as the company’s auditors, with Mikko Lahtinen, Authorized Public Accountant, as the principal auditor. Audit Committee At its organizing meeting, held after the Annual General Meeting 2023, the Board elected from amongst its members the following members to serve on its Audit Committee: Pekka Tammela (Chair), Arne Boye Nielsen and Ann-Christine Sundell. The duties of the Audit Committee are to: • monitor and assess the financial reporting system • monitor and assess the efficiency of internal controls, internal auditing and risk management systems • monitor and assess how legal agreements and other transactions between the Company and its related parties meet the requirements of the ordinary course of business and market terms • monitor and evaluate the independence of the auditor and, in particular, the offering of services other than auditing by the auditor • monitor the company’s auditing • formulate the proposal for the appointment of the Company’s auditor by the Annual General Meeting In addition, the tasks of the Audit Committee include: • monitoring the statutory auditing of the financial statements and consolidated financial statements as well as the reporting process and ensure their accuracy • supervising the financial reporting process • reviewing the effectiveness of internal control and risk management systems, the Group's risks, and the quality and scope of risk management • approving the internal audit guidelines and reviewing the internal audit plans and reports • reviewing the description of the main features of the internal control and risk management systems in relation to the financial reporting process, which is included in the Company's Corporate Governance Statement REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE 13REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 tomer base and markets. Operational risks in the eye health sector that the Company specializes in include, in particular, factors related to expansion into new mar- kets, such as various countries' national regulations of marketing authorizations for medical instruments and the related official decisions concerning the health care market. Success in eye health R&D projects launched in accordance with the strategy can also be classified as an operational risk. Furthermore, the global availability challenges related to electronic components may cause operational risks. The operational risks related to the manufacture, prod- uct development, and production control of medical instruments are estimated to be higher than average due to the sector’s ambitious requirements concerning quality. Damage-related risks are covered by insurance. Property and business interruption insurance provides protection against risks in these areas. The business activities of the Group are covered by international liability insurance. Financial risks can be further categorized into cred- it, interest-rate, liquidity, and foreign exchange risks. The Board assesses financial risks and other financial matters in its monthly meetings, or more frequently, as necessary. If required, the Board provides deci- sions and guidelines for the management of financial risks including, for example, interest-rate and currency hedging decisions. Liquidity risk can be affected by the availability of external financing, the development of the Group’s credit standing, trends in business oper- ations, and changes in the payment behavior of cus- tomers. Liquidity risks are monitored by means of cash forecasts, which are drawn up for periods of, at most, 12 months at a time. The management of corporate responsibility risks is a part of the Company’s risk management process, ac- cording to which risks are assessed annually. Corporate • the preparation of matters concerning the company’s remuneration schemes • the assessment of the remuneration of the CEO and other management as well as seeing to the appropriateness of the remuneration schemes • the preparation of the remuneration policy and report • the presentation of the remuneration policy and report in the general meeting and responding to questions related thereto Remuneration reporting Revenio’s remuneration reporting consists of the Remuneration Policy presented to the Annual General Meeting at least once every four years and, from 2020, the Remuneration Report, presented each year, which provides information on the fees paid to the company’s governing bodies in the financial period. The company will publish the Remuneration Report for 2023 as a sep- arate document on March 12, 2024 on the company’s website at www.reveniogroup.fi/en/investors /corporate_governance/remuneration. In addition, the company’s website provides information on the cur- rent remuneration schemes for the Board of Directors and the President and CEO as well information on the remuneration of the Group Management Team on an aggregate level. Risks and uncertainty factors Risks Revenio Group is exposed to include strategic, operational, business cycle, damage, financial, and political risks. In addition, the threat of the global im- pact of pandemics and the risk of cyber threats have increased. The Group’s strategic risks include competition in all sectors, the threat posed by new competing products, and any other actions of the Company’s rivals that may affect the competitive situation. Another strategic risk is related to the ability to shift the strategic focus to- wards integrated and predictive eye care pathways and to succeed in R&D activities and to maintain a competi- tive product mix. The Group develops new technologies under Icare Finland Oy, Revenio Research Oy, CenterVue Spa and iCare World Australia Pty Ltd, and any failure in the commercialization of individual development projects may result in the depreciation of capitalized development expenses, with an impact on the result. Strategic risks in the Group's segments that require special expertise are also associated with the suc- cessful management and development of key human resources and the management of the subcontractor and supplier network. The range and probability of cy- ber threats has increased. When realized, a cyber threat can affect the continuity of Revenio Group's business, the Group's reputation, or lead to significant sanc- tions. Risks caused by cyber threats are prepared with technical, administrative and organizational information security development. Corporate acquisitions and the purchase of assets with growth potential related to eye health are part of the Group strategy. The success of these acquisitions has a significant impact on the achievement of growth and profitability targets. Acquisitions may also change the Group’s risk profile. Strategic risks and the need for action are regularly monitored and assessed in connection with day-to- day management, monthly Group reporting, and annual strategy updates. Operational risks are associated with the retention and development of major customers, the operations of the distribution network, and success in extending the cus- REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE 14REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 responsibility is viewed through economic, environmen- tal and social responsibility. Revenio Group offers eye health diagnostics solutions under the iCare brand. Reputational damage might have a negative impact on Revenio Group’s business. Possible causes for reputational damage include cyber security or compliance challenges or notable delivery or product quality issues. Leakage of sensitive employee or customer data might also lead to reputational dam- age and notable financial consequences. Revenio Group products are sold in nearly 100 coun- tries. Economic and political uncertainties, interest and inflation risks and the unstable geopolitical situation may affect the demand for Revenio Group products. Revenio actively monitors political developments in dif- ferent market areas from a risk management perspec- tive. Developments in national government policies or changes to relevant legislation may have an impact on the Group’s business. The security situation in Europe has changed drastically since the Russia invasion of Ukraine. Revenio stopped all its business in Russia and Belarus in the first quarter of 2022. Revenio’s sales in Russia have been limited prior to the war, accounting for less than two per cent of Revenio’s net sales. Moreover, global pandemics such as Covid-19 could have direct and indirect effects on Revenio Group's business, including and an increased risk of personnel being incapacitated. Government-mandated closures of factories or borders may weaken Revenio Group's operating environment and restrictions on the move- ment of people could hamper the sales and delivery of Revenio’s products. Disputes The company is not currently involved in any disputes or legal proceedings that, in the opinion of the Board, would have a significant impact on the Group's financial position. Corporate responsibility Revenio is a supplier of holistic eye care solutions oper- ating in the international market and a global leader in ophthalmological devices and software solutions. Through its business, Revenio produces a positive impact on people and society by promoting eye health. Revenio takes into account the unique characteristics of the sector’s business and operating environment in all its operations concerning responsibility and sustain- able development. In 2023, Revenio started preparing for the Corporate Sustainability Reporting Directive (CSRD) by, among other things, involving its stakeholders in the assess- ment of its material sustainability impacts. The speci- fication of materiality will continue in 2024 by applying the double materiality perspective. Materiality analysis is a continuous process that involves assessing changes in the operational environment and the impact of op- erations on a continuous basis. Revenio will be covered by the CSRD as of the financial year 2025. Revenio’s responsibility program, which was updated in 2023, covers four main themes that are linked to the company’s basic business—promoting eye health and improving the quality of life through products and ser- vices and, for example, enhanced screening coverage— and HR responsibility, environmental responsibility and good corporate governance. The company is committed to the principles of sustainable development as defined by the UN, and it has selected eight UN Sustainable Development Goals that are closely connected to its business. Revenio seeks to increase the positive impact of its operations and mitigate any negative effects. According to a 2023 net impact assessment, once again conduct- ed by the independent evaluator Upright, Revenio is a company with a strong positive net impact. Revenio complies with laws, regulations, rules issued by Nasdaq Helsinki, principles of good corporate gover- nance as well as its Code of Conduct and agreed on operating practices. Our group-wide ethical principles are aimed at supporting us in our decision-making in the global business environment and ensuring respon- sibility in all our actions. For our partners, we choose operators who share our ethical, social, and environ- mental values, and who follow good practices and standards regarding human rights, labor, health, safety, and environmental protection. We respect local cul- tures, customs and values in all our operating coun- tries. Revenio supports both local and international officials in their efforts to eradicate corruption. Revenio requires all its suppliers to commit to the Supplier Code of Conduct, which covers a broad range of themes from human rights and environmental considerations to good business practices and anti-corruption. Revenio assesses its partners at regular intervals in accordance with its supplier policy. As part of supplier assessments and audits, we utilize, among other things, third-party audits. Revenio has a whistleblowing service in accordance with the EU Whistleblower Directive. Stakeholders can use the service to anonymously report any serious risks of misconduct that could have a negative impact on human rights, the organization, society or environment. In terms of personnel, the material responsibility themes are personnel safety, health and well-be- ing, diversity and inclusion, good management and a corporate culture that supports innovation, as well as competence development and learning. The global per- sonnel survey results remained at a good level. REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE 15REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 Revenio has a global, harmonized personnel policy. The HR practices, including remuneration, support equali- ty. The company does not accept gender-based dif- ferences in remuneration and aims for equal pay. The company has zero tolerance for inappropriate conduct and harassment. Competence development is central. The goal is for 100% of the personnel to undergo annual performance reviews in accordance with our perfor- mance review model. During the reporting year, 90% of the personnel possessed set development targets. In terms of environmental impacts, the key sustain- ability themes are the reduction of greenhouse gas emissions and other harmful environmental effects in our own operations and in the value chain, promoting sustainable and circular product design and reducing the lifecycle environmental impacts of our products. The progress we made in 2023 included increasing the coverage of emission calculations and committing criti- cal suppliers to independent sustainability reviews. Revenio uses a certified ISO 13485 Medical Devices quality management system that provides us with a framework for taking environmental and responsibil- ity considerations into account. The Group also has an environmental policy in place. In product develop- ment, Revenio applies the environmental standard IEC 60601-1-9 (Requirements for Environmentally Conscious Design). All new products developed in 2023 were de- signed according to the standard. During 2023, Revenio calculated its direct greenhouse gas emissions (Scope 1) and indirect greenhouse gas emissions (Scope 2) at the Group level. Our Scope 1 emissions in 2023 were 46 tCO2e and Scope 2 emis- sions were 80 tCO2e. The biggest emission impact from the company's operations comes through the supply chain. The readiness to calculate the Scope 3 emissions of the supply chain will be developed, and once the total emissions have been analyzed, emission reduction targets will be set for the entire value chain. The external EcoVadis sustainability assessment was repeated in 2023 in Finland and Italy. The company received silver for the Finnish operations and bronze for the Italian operations. Revenio will publish a report on corporate responsi- bility that details the implementation, goals, manage- ment and indicators of the responsibility program in accordance with the GRI framework (Global Reporting Initiative). The report will be published on Revenio’s website at www.reveniogroup.fi on March 12, 2024. The report covers key issues concerning Revenio’s corporate responsibility and sustainability impact, such as the company's most significant social and environmental impacts, stakeholder interaction, risks as well as the corporate responsibility management model and the central policies and guidelines directing responsibility and sustainability. Research and development activities R&D expenditure during the financial year totaled EUR 10.4 (8.6) million. A total of EUR 2.6 (0.8) million of R&D costs were capitalized during the year. Events after the financial period After the financial period, on February 14, 2024, Revenio announced changes in its Leadership team from March 1, 2024. Revenio Group Corporation’s Leadership team member Tomi Karvo (Vice President, Products, Brand and Marketing), responsible for iCare products, brand and marketing has decided to take on new challenges outside the company. He was, as of March 1, 2024, suc- ceeded by Director Erkki Tala who is currently working on the development of Revenio's strategy process and business planning. Financial guidance for 2024 Revenio Group’s exchange rate-adjusted net sales are estimated to grow 5-10 percent from the previous year and profitability, excluding non-recurring items, is esti- mated to remain at a good level. Proposal by the Board of Directors for distribution of profit The Group’s profit for the financial year 2023 was TEUR 19,109 and the parent Company’s profit was EUR 19,617,603.39. The parent Company’s distributable assets on December 31, 2023, amounted to EUR 93,892,803.71. The Board will propose to the Annual General Meeting of April 4, 2024, that the parent Company’s distributable assets are used in such a way that a dividend of EUR 0.38 (0.36) per share, total EUR 10,138,824.08, be paid out for the total number of shares on December 31, 2023 with the remaining distributable assets to be added to equity. The Board of Directors finds that the proposed distri- bution of profit does not endanger the liquidity of the parent Company or the Group. REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE 16REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 Key figures 12 months, IFRS 12 months, IFRS 1–12/2023 1–12/2022 1–12/2021 1–12/2020 1–12/2019 Net sales TEUR 96,576 96,976 78,778 61,067 49,474 Net sales TEUR 26,343 29,683 22,103 17,130 12,593 Operating profit % 27,3 30.6 28.1 28.1 25.5 Profit before taxes TEUR 25,384 29,056 22,099 16,719 12,273 Profit before taxes % 26.3 30.0 28.1 27.4 24.8 Net profit for financial period TEUR 19,109 21,753 17,321 13,362 9,343 Net profit % 19.8 22.4 22.0 21.9 18.9 EBITDA 30.3 33.1 25.7 21.7 14.6 Gross capital expenditure in non-current assets TEUR 5,844 4,546 15,665 2,389 68,167 Gross capital expenditure, % of net sales 6.1 4.7 19.9 3.9 137.8 R&D expenses TEUR 10,411 8,620 6,518 4,602 4,227 R&D expenses % 10.8 8.9 8.3 7.5 8.5 Return on equity % 20.0 25.7 23.4 19.9 22.7 Return on investment % 23.5 28.2 22.4 18.1 22,6 Equity ratio % 72.7 66.8 63.0 60.9 58.6 Net leveraging % -3.6 -13.1 -1.0 -2.4 2.2 Leveraging % 17.9 22.2 31.1 39.0 44.8 Average number of personnel 214 194 167 135 88 KEY INDICATORS PER SHARE 1–12/2023 1–12/2022 1–12/2021 1–12/2020 1–12/2019 Earnings per share EUR 0.72 0.82 0.65 0.50 0.36 Equity attributable to equity owners of the parent company per share EUR 3.74 3.41 2.94 2.61 2.42 Dividend per share EUR 0.38 0.36 0.34 0.32 0.30 Dividend payout ratio % 52.9 44.0 52.1 63.4 85.1 Effective dividend yield % 1.4 0.9 0.6 0.6 1.1 P/E ratio 37.8 47.2 85.2 99.6 72.0 Diluted number of shares at end of period 26,681,116 26,681,116 26,681,116 26,658,952 26,544,742 Diluted number of shares average during period (acquired own shares excluded) 26,592,774 26,580,374 26,557,464 26,476,975 25,645,898 Share price, year low EUR 17.51 36.02 45.70 18.48 12.56 Share price, year high EUR 41.50 58.70 72.00 51.5 28.05 Share price, average EUR 27.77 44.46 56.65 30.98 20.80 Share price at the end of period EUR 27.16 38.60 55.55 50.30 26.25 Market capitalization at end of period MEUR 725 1,029 1,482 1,341 696.8 Turnover, number of shares 10,000,744 6,256,523 9,506,333 14,420,198 5,957,650 Turnover % 37.5 23.4 35.6 54.1 22.4 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE 17REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 Formulas used Alternative growth indicators used in financial reporting EBITDA Operating profit + amortization + impairment EARNINGS PER SHARE Net profit for the period (attributable to the parent company’s shareholders) Average number of shares during the period – own shares purchased EQUITY RATIO, % Shareholders’ equity + non-controlling interest Balance sheet total – advance payments received NET GEARING, % Interest-bearing debt – cash and cash equivalents Total equity RETURN ON EQUITY (ROE), % Profit for the period Shareholders’ equity + non-controlling interest RETURN ON INVESTMENT (ROI), % Profit before taxes + interest and other financial expenses Balance sheet total – non-interest-bearing debt EQUITY PER SHARE Equity attributable to shareholders Number of shares at the end of the period LEVERAGING, % Interest-bearing liabilities Toal equity DIVIDEND PAYOUT RATIO, % Dividend Earnings per share EFFECTIVE DIVIDEND YIELD, % Dividend proposal presented to the AGM Share price at the end of period x 100 x 100 x 100 x 100 x 100 x 100 x 100 Revenio Group Corporation has adopted the guidelines of the European Securities and Market Authority (ESMA) on Alternative Performance Measures. In addition to the IFRS-based key figures, the Company will publish certain other generally used key figures that may, as a rule, be derived from the income statement and balance sheet. The calculation of these figures is presented below. According to the Company’s view, these key figures supplement the income statement and balance sheet, providing a better picture of the company’s financial perfor- mance and position. Revenio Group’s reported net sales are strongly affected by fluctuations in the exchange rate between the euro and the US dollar. As an alternative growth indicator, the Company also presents net sales with the exchange rate effect eliminated. ALTERNATIVE GROWTH INDICATOR (EUR THOUSAND) 1–12/2023 Reported net sales 96,576 Effect of exchange rates on net sales 1,604 Net sales adjusted by the effect of exchange rates 94,972 Growth in net sales, adjusted by the effect of exchange rates 2.2% Reported net sales growth -0.4% Difference, % points 2.6% REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE 18REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 ALTERNATIVE PROFITABILITY INDICATOR EBITDA (EUR THOUSAND) 1–12/2023 1–12/2022 Operating profit, EBIT 26,343 29,683 Depreciation, amortization, and impairment 3,944 3,434 EBITDA 30,287 33,117 OPERATING PROFIT ADJUSTED BY NON- RECURRING COSTS (EUR THOUSAND) 1–12/2023 1–12/2022 Operating profit, EBIT 26,343 29,683 Costs from one-time projects 983 0 Adjusted operating profit, EBIT 27,326 29,683 EBITDA ADJUSTED BY NON-RECURRING COSTS (EUR THOUSAND) 1–12/2023 1–12/2022 EBITDA 30,287 33,117 Costs from one-time projects 983 0 Adjusted, EBITDA 31,270 33,117 Alternative profitability indicator EBITDA (EUR thousand) EBITDA = Operating profit + depreciation + impairment As an alternative growth indicator, the Company also presents profitability as an operating margin (EBITDA) key figure. Consolidated Financial Statements January 1–December 31, 2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 19 20REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE The notes to the financial statements form an essential part of the financial statements. Consolidated comprehensive profit & loss statement NOTE JAN 1–DEC JAN 1–DEC NOTE NO. 31, 2023 31, 2022 NO. Net sales 1, 2 96,57 6 96,97 6 Other operating income 3 217 3 07 Use of materials and services Materials: Purchases during the financial period -25,498 -21,581 Change in inventories 4,096 181 External services -6,939 -5,806 Materials and services total -28,34 1 -27,207 Employee benefit expenses 4, 5, 6 Salaries and fees -16,0 30 -16,654 Indirect personnel costs Pension costs -1,658 -1,446 Other indirect personnel expenses -1,436 -1,251 Employee benefit expenses total -19, 124 -19,351 Depreciation, amortization, and impairment 12, 13 Depreciation -3,944 -3,434 Depreciation, amortization, and impairment total -3,944 -3,434 JAN 1–DEC JAN 1–DEC 31, 2023 31, 2022 Other operating expenses 7, 8 -19,040 -17 , 609 Operating profit 26,343 29,683 Financial income and expenses 9 Financial income 708 53 Financial expenses -1,667 -680 Financial income and expenses total -95 9 -627 Profit before taxes 25,384 29,056 Taxes 10 Income taxes -6,27 4 -7 ,303 Taxes total -6,27 4 -7 ,303 Profit for the period 19, 109 21, 753 Other comprehensive income items Items that may be reclassified subsequently to profit or loss Translation differences from foreign -252 277 operations Items that are not reclassified to profit or loss Changes in fair value 15 45 Remeasurements of defined -39 9 benefit liabilities TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 18,833 22,084 Earnings per share calculated from the profit Earnings per share 11 0, 719 0,818 21REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE Consolidated balance sheet ASSETS NOTE NO. DEC 31, 2023 DEC 31, 2022 Non-current assets Goodwill 12 59,440 59, 768 Other intangible assets 12 18,639 17 ,08 3 Property, plant, and equipment 12 2,262 2,848 Right-of-use assets 13 3,588 1, 710 Other non-current financial assets 15 2,336 417 Other receivables 27 178 Deferred tax assets 10 2,815 1,589 Non-current assets total 89, 10 7 83,592 Current assets Inventories 14 1 0 , 47 8 6 ,7 4 1 Trade and other receivables 15 12,551 11,510 Assets for current tax 3, 736 2, 186 Cash and cash equivalents 21,542 32,062 Current assets total 48,306 52,500 ASSETS TOTAL 13 7 ,413 136,091 EQUITY AND LIABILITIES NOTE NO. DEC 31, 2023 DEC 31, 2022 Equity 16, 17 Share capital 5,315 5,315 Fair value reserve 360 345 Reserve for invested unrestricted equity 52, 179 52,355 Other reserves 280 280 Retained earnings 43,504 34,290 Translation differences -13 239 Own shares -1, 731 -1,907 SHAREHOLDERS’ EQUITY TOTAL 99,894 90,916 LIABILITIES NOTE NO. DEC 31, 2023 DEC 31, 2022 Non-current liabilities Deferred tax liabilities 10 3,273 3,656 Interest-bearing non-current liabilities 19 10,05 0 14,250 Lease liabilities 2,302 865 Pension obligations 6 702 74 0 Non-current liabilities total 16,328 19,511 Current liabilities Current tax liabilities 21 2,615 3,983 Interest-bearing current liabilities 19 4,200 4,200 Lease liabilities 1,363 880 Provisions 20 632 485 Trade and other payables 21 12,382 16, 116 Current liabilities total 21, 192 25,664 LIABILITIES TOTAL 3 7 ,520 45, 175 EQUITY AND LIABILITIES TOTAL 13 7 ,413 136,091 22REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE Consolidated cash flow statement CASH FLOW FROM OPERATIONS NOTE NO. JAN 1–DEC 31, 2023 JAN 1–DEC 31, 2022 Profit for the period 19 , 109 21, 753 Adjustments: Depreciation, amortization, and impairment 12 3,944 3,434 Non-cash items 22 1,27 6 529 Financial income and expenses 9 763 627 Taxes 10 6,27 4 7 ,30 3 Other adjustments 22 -572 -950 Change in working capital: Change in trade and other receivables 15 -1, 126 -4 ,566 Change in inventories 14 -3, 736 -327 Changes in trade and other payables 21 -3, 7 49 1, 7 43 Change in working capital, total -8,611 -3, 150 Interests paid 9 -7 6 2 -344 Interest received 9 220 53 Taxes paid 10 -10, 779 -6,014 Net cash flow from operations 10,862 23,241 CASH FLOW FROM INVESTING ACTIVITIES NOTE NO. JAN 1–DEC 31, 2023 JAN 1–DEC 31, 2022 Purchase of tangible assets 12 -653 -1, 113 Purchase of intangible assets 12 -3,4 22 -883 Investments in other financial assets -1,900 -160 Net cash flow from investing activities -5,97 5 -2, 155 CASH FLOW FROM FINANCING ACTIVITIES NOTE NO. JAN 1–DEC 31, 2023 JAN 1–DEC 31, 2022 Repayments of loans 19 -4,200 -4,259 Dividends paid 17 -9,57 2 -9,03 6 Payments of lease agreement liabilities -1,234 -846 Net cash flow from financing activities -15,006 -14, 141 Net change in cash and credit accounts -10, 119 6,944 Cash and cash equivalents at beginning of period 32,062 25,216 Effect of exchange rates -401 -9 9 Cash and cash equivalents at end of period 21,542 32,062 23REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE Consolidated statement of changes in equity PARENT COMPANY SHAREHOLDERS’ EQUITY RESERVE FOR INVESTED UNRESTRICTED OTHER OWN TRANSLATION RETAINED TOTAL EQUITY EQUITY RESERVES SHARES DIFFERENCES EARNINGS EQUITY EQUITY JAN 1, 2022 5,315 52,597 580 -2, 149 -38 22, 125 78,429 Comprehensive profit Net profit for the period 21, 753 21, 753 Other comprehensive income 45 27 7 9 331 Total comprehensive income for the period 0 0 45 0 27 7 21, 762 22,084 Transactions with owners Dividend distribution -9,03 6 -9,036 Share-based remuneration -24 2 24 2 0 Share-based payments adjusted by taxes -549 -549 Other direct entries to retained earnings -1 1 -1 1 Transactions with owners total 0 -24 2 0 242 0 -9,59 7 -9,59 7 Equity Dec 31, 2022 5,315 52,355 625 -1,907 239 34,290 90,916 EQUITY JAN 1, 2023 5,315 52,355 625 -1,90 7 239 34,290 90,916 Comprehensive profit Net profit for the period 19, 109 19, 109 Other comprehensive income 15 -252 -39 -27 7 Total comprehensive income for the period 0 0 15 0 -252 1 9,070 18,833 Transactions with owners Dividend distribution -9,572 -9,57 2 Share-based remuneration -1 76 176 0 Share-based payments adjusted by taxes -269 -269 Other direct entries to retained earnings -1 5 -1 5 Transactions with owners total 0 -1 76 0 176 0 -9,855 -9,855 Equity Dec 31, 2023 5,315 52, 179 640 -1, 731 -1 3 43,504 99 ,894 24REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE Notes to the consolidated financial statements DEC 31, 2023 General Revenio is a global provider of comprehensive eye care diagnostic solutions. The group offers fast, user-friend- ly, and reliable tools for diagnosing glaucoma, diabetic retinopathy, and macular degeneration (AMD). Revenio’s ophthalmic diagnostic solutions include intraocular pressure (IOP) measurement devices (tonometers), fun- dus imaging devices, and perimeters as well as clinical software under the iCare brand. Revenio Group Corporation (1700625-7) is the parent company of the Revenio Group. The company is a public limited company registered in Finland, with its domi- cile in the City of Vantaa, and is listed on the Nasdaq Helsinki Stock Exchange since October 2001. The com- pany’s registered address is Äyritie 22, 01510 Vantaa, Finland. The Board of Directors of the Revenio Group Corporation approved these financial statements for publication at its meeting on March 11, 2024. According to the Finnish Limited Liability Companies Act, share- holders have the right to approve or reject the financial statements at the Annual General Meeting following their issuance. The AGM may also decide on amend- ments to the financial statements. Copies of the financial statements are available on the company’s website at www.reveniogroup.fi. Accounting principles for the consolidated financial statements Basis of preparation The consolidated financial statements have been pre- pared in accordance with the International Financial Reporting Standards, IFRS, approved for use in the EU. The IAS and IFRS Standards and SIC and IFRIC Interpretations in effect on December 31, 2023 have been applied. International Financial Reporting Standards refer to the Standards and their interpreta- tions approved for application in the EU in accordance with the procedure stipulated in Regulation (EC) No 1606/2002 and embodied in Finnish accounting legis- lation and the statutes enacted under it. The notes to the consolidated financial statements also comply with Finnish accounting and company legislation comple- menting the IFRS Standards. The consolidated financial statements are presented in thousands of euros. The euro is the operating currency and presentation currency of the Group’s parent com- pany and all of its subsidiaries with the exception of Icare USA Inc, which has the US dollar as its operating currency, the subsidiaries Icare World Australia Pty Ltd and Revenio Australia Pty Ltd, which have the Australian dollar as their operating currency, China iCare Medical Technology Co. Ltd. which has the renminbi as its oper- ating currency and CT Operations International UK Ltd, which has the British pound as its operating currency. Application of new or revised IFRS Standards and IFRIC Interpretations The consolidated financial statements have been drawn up in accordance with the same accounting principles as in 2022, with the exception of the following new standards, interpretations and amendments to existing standards, which the Group has applied effective from January 1, 2023: • Amendments made to IFRS 17, IAS 1, IAS 8, IAS 12 and IFRS Practice Statement 2 The amendments to the above-mentioned stan- dards have not had material impact on these financial statements. Critical accounting estimates and assumptions The preparation of the financial statements requires the use of estimates and assumptions about the future. The actual results may differ from these estimates and assumptions. In addition, judgment needs to be exer- cised in the application of accounting principles. The most material items of the financial statements where the management has been required to use its judgment and for which the estimates include uncertainty are presented below. • Note 6) Pension liabilities Assumptions and judgment have been exercised to de- termine the actuarial assumptions used for calculating the present value of the defined benefit pension plans . 25REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE • Note 12) Intangible and tangible assets, section Goodwill The Group tests goodwill annually and assesses indi- cations of impairment as described under accounting principles. The recoverable amounts of cash-generating units are defined based on value in use. These calcula- tions require the use of estimates on the profitability of the business and on all factors that may affect it. • Note 12) Intangible and tangible assets, section Other intangible assets For other intangible assets with a limited useful life, it is estimated annually whether any indications of their impairment exist. If such indications are detected, the other intangible assets are subjected to impairment testing. These calculations require the use of estimates. Besides the Group strategy, and action and financial plans and prognoses for the coming years, Group man- agement bases its prognoses on estimates about the macro and micro-economic factors that affect demand in the business. The estimates used reflect actual his- tory and are consistent with external information. Climate issues Revenio uses a certified ISO 13485 Medical Devices quality management system, that defines our key environmen- tal practices, and a group-level environmental policy. In product design, Revenio applies the environmental standard IEC 60601-1-9 (Requirements for Environmentally Conscious Design). All new products developed during 2023 were designed according to the standard. The biggest environmental impacts were mainly associated with raw materials, logistics, and the supply chain, as well as the waste generated in manufacturing and the decommission- ing of products. The most significant climate risk is related to supply chain management. Climate issues do not have a material impact on the financial statements items. Consolidation principles The consolidated financial statements include the parent company Revenio Group Corporation and all subsidiaries in which the Group has a controlling interest. The Group has a controlling interest in a company if the interest exposes the Group to the company’s variable returns or entitles it to such returns, and the Group is able to influ- ence these returns by exercising its power over the com- pany. Subsidiary companies are consolidated wholly from and including the date on which the Group has acquired the right of control. The consolidation will cease when the right of control ends. The acquisition of subsidiaries is handled using the pro- curement method. The consideration paid for the acquisi- tion is the fair value of the assets transferred, the equity interests issued, and the liabilities incurred to the former owners. Any contingent consideration is recognized at fair value on the acquisition date and classified as a liability or shareholder equity. Contingent consideration classified as a liability is measured at fair value on the last day of each reporting period. The resulting profit or loss is recog- nized in the consolidated income statement. The identi- fiable assets acquired, liabilities assumed and contingent liabilities are initially measured at their acquisition-date fair values. Goodwill is recognized as the amount by which the transferred consideration exceeds the fair value of the net assets acquired. If the acquisition cost is less than the net assets acquired, the resulting profit is recognized through profit or loss at the date of acquisition. All ac- quisition-related costs are recognized as expenses in the periods in which the costs are incurred and the services are received, with the exception of costs arising from the issuance of debt or equity securities. All intercompany transactions, receivables, payables, un- realized profits, and internal distribution of profit between subsidiaries are eliminated as part of the consolidation process. Unrealized losses are not eliminated if the loss is a result of impairment. Foreign currency items In Group companies, transactions are recorded in the operating currencies of each Group company. Foreign currency transactions are recognized at the exchange rate on the transaction date rate in the operating cur- rency. At the end of the financial period, outstanding receivables, liabilities and monetary items are mea- sured at the exchange rate prevailing on the balance sheet date through profit or loss. Exchange rate gains and losses are included in the corresponding items above operating profit. Exchange rate gains and loss- es from financing are recorded in financial gains and losses. The presentation currency of the consolidated financial statements is the euro and the parent compa- ny’s operating currency is the euro. The income state- ments of Group companies outside the euro zone have been translated into euros at the average exchange rate for the financial period and balance sheets have been translated at the exchange rate on the closing date. Goodwill for an acquired Group company that oper- ates in a foreign currency and fair value adjustments to book values are translated to euros at the average exchange rate for the financial period where the income statement is concerned and at the exchange rate on the closing date where the balance sheet is concerned. Translating the income statement and balance sheet at different exchange rates creates a translation differ- ence that is recognized in equity and whose effect is recognized in other comprehensive income. When a foreign Group company has been established by the Group itself, its acquisition does not involve goodwill or fair value adjustments of book values and subsequent asset items that would need to be translated into eu- ros. Changes in translation differences arising from the translation of equity items accumulated after a Group company’s establishment or acquisition are recognized in other comprehensive income. When a company is sold, the accumulated translation differences are rec- ognized as part of the gain or loss on the sale. 26REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE 1) Operating segments The Group consists of a single reportable segment formed out of its independent subsidiaries with business operations and the parent company . Revenio’s ophthalmic diagnostic solutions include intraocular pressure (IOP) measure- ment devices (tonometers), fundus imaging devices, perimeters and clinical software under the iCare brand. INFORMATION ABOUT GEOGRAPHICAL AREAS 2023 FINLAND OTHER NORTH EUROPE AMERICA OTHERS TOTAL Net sales 1,787 23,082 51,060 20,647 96,576 Non-current 5,991 65,544 1,692 10,730 83,956 assets OTHER NORTH 2022 FINLAND EUROPE AMERICA OTHERS TOTAL Net sales 818 16,287 52,265 27,606 96,976 Non-current 5,417 64,114 515 11,540 81,586 assets 2) Net sales Basis of preparation Net sales consists of revenue accrued from selling products, services and software licenses at the amount the Group expects to be entitled to in exchange for the goods and services promised to the customer. Revenue from sales is recognized when the customer obtains control over a good, service or software license that the customer can benefit from on a stand-alone basis (performance obligation). A performance obligation is an identifiable meter, device, service or license. In the case of imaging devices, the performance obligation includes the device as well as its delivery and installation. As a rule, control is transferred to the customer in connection with delivery in accordance with the terms of agreement. Over 99% of the Group’s net sales consists of the the sale of a performance obligation at a point of time. 3) Other operating income Basis of preparation Other operating income is income that is not considered to be related to operational activities. Government grants for offsetting realized expenses are recorded under other operating income. Government grants are recognized at the same time as the expenses relating to the target of the grant are recorded as an expense. The Group estimates that it will fulfil the conditions for the grants and considers it reasonably certain that the rec- ognized grants will be awarded. JAN 1–DEC JAN 1–DEC 31, 2023 31, 2022 Grants and subsidies received 209 254 Others 8 53 Total 217 307 4) Personnel and personnel expenses AVERAGE NUMBER OF PERSONNEL JAN 1–DEC JAN 1–DEC DURING FINANCIAL PERIOD 31, 2023 31, 2022 214 194 JAN 1–DEC JAN 1–DEC EMPLOYEE BENEFIT EXPENSES 31, 2023 31, 2022 Salaries and wages -15,747 -16,097 Share-based remuneration, paid in shares -283 -556 Pension costs – defined contribution plans -1,635 -1,441 Pension costs – defined benefit plans -23 -5 Other indirect personnel expenses -1,436 -1,251 Total -19,124 -19,351 Information on management’s employment benefits are presented in Note 5 Sharebased payments and Note 24 Related parties and remuneration of management. 27REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE 5) Share-based payments Management incentive scheme Basis of preparation The Board of Directors of Revenio Group Corporation has decided on the three-year earning periods of the share-based long-term incentive schemes directed towards key personnel. The long-term incentive schemes form part of the company’s remu- neration program for key personnel and are aimed at supporting the implementation of the company’s strategy and aligning the goals of key personnel and the company in order to increase the company's value. The Board of Directors decides separately on the minimum, target and maximum bonus for each participant as well as the performance criteria and related targets. The amounts of the bonuses paid to the participants depends on the achievement of previously set targets. The bonus is not paid if the targets are not achieved or if the participant’s employment relationship or service relationship is terminated before the payment of the bonus. The targets of the incentive scheme are related to the total absolute shareholder return of the company’s share and cumulative operating result over a three-year period. If the targets of the incentive scheme are achieved, the bonuses are paid in the the year following the end of the performance period. The total amount of share-based bonuses payable based on the performance period under the scheme is equal to gross earnings minus any cash component deducted from it in order to cover tax- es and any other tax-like charges arising from the share-based incentive, with the remaining net bonus paid in shares. However, the company has the right to pay the bonus fully in cash in certain situations. The number of shares granted is based on the value of the share on the date of granting the shares. The present value of the dividends earned during the perfor- mance period is deducted from the fair value. Benefits granted under the sharebased incentive scheme are recognized as expenses in the income statement evenly over time during the period in which the right arises, until the time of payment. In addi- tion, the CEO is entitled to a restricted share-based incentive scheme, provided that certain conditions are met, according to which the CEO will receive a total of 3,000 company shares during the years 2022-2024. The company’s Board of Directors has decided in March 2021 on a restricted share- based incentive scheme directed at five key employees of Oculo (nowadays Icare World Australia Pty Ltd). The scheme was established for certain key employees of Oculo. as part of the long-term incentive and retention scheme. The purpose of the plan is to support the execution of the company’s strategy, to align the interests of shareholders and the scheme participants, to increase the company’s shareholder value and profits in the long term and to engage the participants’ commitment to the company following the acquisition. The scheme has a restricted maximum number of shares. Under the scheme, shares will be issued for a total maximum value of AUD 1,660,000, calculated using the weighted average price on the end date of the Oculo acquisition. The scheme is a three-year performance-based share-based incentive scheme that covers the calendar years 2021, 2022, and 2023. TIME OF MAXIMUM MAXIMUM BONUS NUMBER OF AMOUNT OF EARNING YEARS PAYMENT PARTICIPANTS SHARE BONUS 2020-2022 2023 8 Ended 2021-2023 2024 22 18,212 2022-2024 2025 22 16,052 2023-2025 2026 38 37,646 Restricted share-based incentive 2022-2024 1 3,000 schemes 2022-2024 5 3,000 28REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE 6) Pension liabilities Basis of preparation The Group’s pensions are handled by external pension insurance companies. The Group has both defined con- tribution and defined benefit pension plans. Expenses related to defined contribution plans are recorded as expenses for the financial period they arise. Revenio also has an individual supplementary pension scheme for a limited personnel group. The insured retire- ment age is 63 years. These supplementary pensions are arranged with external pension insurance companies. Defined benefit pension plans Basis of preparation The Group has a defined benefit pension plan (TFR) in Italy. In the TFR plan, employees are entitled to an accrued benefit that is paid as a lump sum either upon retirement or termination of the employment rela- tionship. The plan is unfunded and the Group has no related asset items. The defined benefit pension plan is recognized in the balance sheet as a liability based on the difference be- tween the present value of the pension obligations and the fair value of plan assets. Liabilities are calculated as the present values of estimated cash flows discounted at the interest rate corresponding to the interest rate of high-quality bonds issued by companies. Actuarial gains and losses are recognized in comprehensive income and are not subsequently reclassified to profit or loss. Current service cost, past service cost, and net interest on the net defined benefit liability are recognized in the income statement. If the yields of the bonds on which the discount rate is based change, the Group may have to adjust the discount interest rate. This will affect both net defined benefit liabilities and items recognized in other com- prehensive income due to remeasurements. TFR ben- efits are linked to inflation, and growth in the inflation rate will increase the defined benefit obligation. If the development of the employer’s productivity lags behind inflation, the acceleration of inflation may increase the deficit of defined benefit plans. The Group’s defined benefit obligations relate to the provision of benefits for employed members. The expected increase in life expectancy will increase the amount of the defined benefit obligations. The TFR ben- efit is accrued annually on the basis of the employee’s annual salary. If actual salary growth is higher than the salary increase rate assumption used for calculating the pension obligation, this may increase the amount of the pension obligation . 29REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE DEFINED BENEFIT PENSION LIABILITIES CHANGES OF LIABILITIES PRESENTED RECOGNIZED IN THE BALANCE SHEET DEC 31, 2023 DEC 31, 2022 IN THE BALANCE SHEET DEC 31, 2023 DEC 31, 2022 Present value of funded obligations 702 740 Liabilities Jan 1 740 777 Fair value of assets 0 0 Acquired businesses 0 0 Present value of funded obligations on Dec 31 702 740 Pension costs in the income statement 23 5 Pension costs in the comprehensive income 55 -13 DEFINED BENEFIT PENSION COSTS statement RECOGNIZED IN THE INCOME Benefits paid -115 -30 STATEMENT AND COMPREHENSIVE JAN 1–DEC JAN 1–DEC Liabilities Dec 31 702 740 INCOME STATEMENT 31, 2023 31, 2022 Current service cost 0 0 Interest costs -23 -5 ACTUARIAL ASSUMPTIONS USED DEC 31, 2023 DEC 31, 2022 Pension costs in the income statement -23 -5 Discount rate, % 3,3 % 3,1 % Actuarial gains and losses -55 13 Inflation assumption, % 2,2 % 2,5 % Defined benefit pension costs recognized in the income statement and comprehensive income statement -78 8 Employee turnover, % 3,7 % 4,2 % EFFECT OF PRESENT VALUE OF FUNDED OBLIGATIONS DEC 31, 2023 DEC 31, 2022 IMPACT OF CHANGES IN EFFECT OF GROWTH IN Obligation at the beginning of the period 740 777 KEY ASSUMPTIONS GROWTH IN ASSUMP Acquired businesses 0 0 CHANGE IN ASSUMP TION, Service cost 0 0 ASSUMPTION ASSUMPTION TION % Interest costs 23 5 Discount rate 0.5 percentage -43 -6 % point Actuarial gains and losses arising from 55 -13 Future salary increase rate 0.5 percentage 50 7 % changes in financial assumptions point Benefits paid -115 -30 Employee turnover 0.5 percentage 2 0 % Present value of funded obligations 702 740 point CHANGES IN FAIR VALUES OF PLAN ASSETS DEC 31, 2023 DEC 31, 2022 Fair value of plan assets on Jan 1 0 0 Interest income from assets 0 0 Contributions paid by the employer to the plan 115 30 Benefits paid -115 -30 Fair values of plan assets on Dec 31 0 0 30REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE 7) Research and development expenses Basis of preparation Research expenses are recognized through profit or loss. Development expenses for new or more advanced products are capitalized on the balance sheet as intan- gible assets from the moment the product is technically feasible, it can be utilized commercially, and it is estimated that commercial benefits can be extracted from it. Capitalized development expenses include those material, work, and testing costs directly attributable to the completion of the product for its intended use. Development expenses recognized as expenses earlier are not capitalized later. Amortization is recognized for an intagible asset from the moment it is ready for use. An intagible asset not yet ready for use is annually tested for impairment. After initial recording, capitalized R&D expenses are recognized adjusted by amortization on the purchase cost and impairment. The useful life of capitalized R&D costs is 10 years on average, during which period they are recorded as expenses through straight-line amortization. The research and development expenses included in the income statement are pre- sented in Note 8 Other operating expenses. 8) Other operating expenses JAN 1–DEC 31, JAN 1–DEC 31, 2023 2022 Voluntary personnel expenses -939 -1,073 Office space expenses -492 -449 IT, machinery, and equipment expenses -2,157 -1,775 Marketing and travel expenses -5,290 -4,677 Research and development -2,853 -3,198 Administrative services -7,286 -6,369 Other operating expenses -25 -69 Total -19,040 -17,609 Administrative services include the auditor’s fees as itemized below. JAN 1–DEC 31, JAN 1–DEC 31, AUDITOR’S FEES 2023 2022 Deloitte Auditing fees -124 -118 Certificates and statements -28 -14 Total -152 -132 9) Financing expenses (net) JAN 1–DEC 31, JAN 1–DEC 31, 2023 2022 Interest on financial liabilities -725 -263 Exchange rate losses -417 -381 Other financial expenses -38 -36 Interest income 220 53 Total -959 -627 31REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE 10) Income taxes Basis of preparation The tax expense in the income statement consists of tax based on taxable income for the financial period and change in deferred taxes. Tax based on taxable income for the financial period is calculated on the Group companies’ taxable income at the applicable tax rate. The tax is adjusted by taxes related to previous financial peri- ods, if any. Deferred taxes are calculated based on temporary differences between book values and taxable values. However, a deferred tax liability is not recognized in the initial recognition of an asset or liability in a transaction that is not a busi- ness combination. Deferred tax liabilities are not recognized if the recognition of the asset or liability affects neither accounting nor taxable income at the date of the transaction and does not result in equal temporary differences which are taxable and deductible in taxation at the date of the transaction.Deferred tax is not rec- ognized for non-tax-deductible goodwill or for subsidiaries’ retained earnings to the extent that it is probable that the temporary difference will not reverse in the foreseeable future. The principal temporary differences, i.e. deferred taxes, arise from internal margins on inventories and changes in the fair value of intangible rights arising in connection with acquisitions. Deferred tax assets are recognized to the extent that it is probable that future taxable profit, against which the temporary differences can be utilized, will be available. INCOME TAXES IN THE INCOME STATEMENT JAN 1–DEC 31, JAN 1–DEC 31, 2023 2022 Tax based on taxable income for the current -7,851 -7,837 period Tax from previous financial periods -32 0 Change in deferred tax liabilities and assets 1,609 534 Total -6,274 -7,303 Reconciliation of tax expenses in the income statement and taxes calculated using the parent company tax rate 20% (20%): TAX RATE RECONCILIATION JAN 1–DEC 31, 2023 JAN 1–DEC 31, 2022 Profit before taxes 25,384 29,056 Income tax using parent company tax rate -5,077 -5,811 Different tax rates of foreign subsidiaries -474 -594 Non-taxable income and non-deductible -24 -102 expenses Unused losses fo the period -667 -796 Tax adjustments for previous fiscal years -32 0 Taxes recognized in the income statement -6,274 -7,303 32REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE DEFERRED TAX ASSETS AND LIABILITIES, 2023 DEFERRED TAX ASSETS AND LIABILITIES, 2022 CHARGES CHARGES TO OTHER TO OTHER ITEMIZATION OF CHARGES EXCHANGE COMPR E ITEMIZATION OF CHARGES EXCHANGE COMPRE DEFERRED TAX JAN 1, TO INCOME RATE HENSIVE DEC 31, DEFERRED TAX JAN 1, TO INCOME RATE HENSIVE DEC 31, ASSETS, 2023 2023 STATEMENT DIFFERENCES INCOME 2023 ASSETS, 2022 2022 STATEMENT DIFFERENCES INCOME 2022 Internal inventory 1,117 1,151 0 0 2,268 Internal inventory 874 244 0 0 1,117 margin margin Unused tax losses 646 0 -23 0 624 Unused tax losses 650 0 -3 0 646 Right-of-use 342 383 0 0 725 Right-of-use 234 108 0 0 342 assets assets Other temporary 281 6 0 0 287 Other temporary 331 -50 0 0 281 differences differences Netted against -798 -291 0 0 -1,090 Netted against -781 -20 3 0 -798 DTL DTL Total 1,589 1,249 -23 0 2,815 Total 1,308 282 -1 0 1,589 CHARGES CHARGES TO OTHER TO OTHER ITEMIZATION OF CHARGES EXCHANGE COMPRE ITEMIZATION OF CHARGES EXCHANGE COMPRE DEFERRED TAX JAN 1, TO INCOME RATE HENSIVE DEC 31, DEFERRED TAX JAN 1, TO INCOME RATE HENSIVE DEC 31, LIABILITIES, 2023 2023 STATEMENT DIFFERENCES INCOME 2023 LIABILITIES, 2022 2022 STATEMENT DIFFERENCES INCOME 2022 Measurement of Measurement of tangible and tangible and intangible assets intangible assets at fair value in 3 ,740 -378 0 0 3,361 at fair value in 4,124 -381 -3 0 3,740 connection with connection with combinations of combinations of business business Lease liabilities 342 391 0 0 733 Lease liabilities 234 107 0 0 342 Other temporary 373 -108 0 4 269 Other temporary 332 30 0 11 373 differences differences Netted against -798 -291 0 0 -1,090 Netted against -781 -20 3 0 -798 DTA DTA Total 3,656 -386 0 4 3,273 Total 3,909 -264 0 11 3,656 Net deferred 2,067 -1,635 23 4 458 Net deferred 2,602 -546 1 11 2,067 taxes taxes 33REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE 12) Intangible and tangible assets Basis of preparation Goodwill Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net assets of the acquired company at the date of acquisition. The justifications for recognizing goodwill have been separately assessed in connec- tion with each corporate acquisition. The total goodwill of EUR 59,440 thousand is allocated to one cash-generating unit and it is tested as a single item of goodwill for the Group as a whole. Goodwill is not amortized. Instead, it is tested for any impairment on an annual basis, or more frequently if there are any indications of impairment. Goodwill is valued at acquisition cost less impairment losses. An impairment loss is recognized in the in- come statement when the book value of an asset item is greater than its recoverable amount. The impairment loss is recognized in the income statement. Basis of preparation Other intangible assets An intangible asset is recognized on the balance sheet only if its acquisition cost can be reliably determined and it is likely that the asset will generate commercial benefit to the Group. Other intangible assets with a limited useful life are recognized on the balance sheet and expensed on a straight-line basis over their useful lives. For acquisitions the intangible assets are valued at fair value . Estimated useful lives for various as- sets are: Technology-based intangible assets straight-line depreciation 7-17 years Customer-based intangible assets straight-line depreciation 15 years Patents, trademarks, and brands straight-line depreciation 10 years Software straight-line depreciation 3–7 years Capitalized product development expenses straight-line depreciation 3-10 years The Group has no intangible assets with an unlimited useful life. 11) Earnings per share Basis of preparation The basic earnings per share are calculated by dividing profit for the period by the weighted average number of outstanding shares during the financial period. JAN 1–DEC JAN 1–DEC 31, 2023 31, 2022 Profit for the period 19,109 21,753 Profit for the period attributable to owners of parent 19,109 21,753 Weighted average number of outstanding shares during the financial period (own shares 26,592,774 26,580,374 deducted), qty Earnings per share 0,719 0,818 34REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE Basis of preparation Property, plant, and equipment Property, plant, and equipment are valued at original acquisition cost less accumulated depreciation and amortization as well as impairment losses. Property, plant, and equipment are amortized using the straight- line method based on the estimated useful life of the asset. The estimated useful lives for machinery and equipment are 3–10 years. When a part of prop- erty, plant and equipment is dealt with as a separate entity, costs related to its replacement are capitalized. In other cases, costs arising later are included in the accounting for a tangible asset only if it is likely that the asset will generate commercial benefit to the Group, and the acquisition cost of the asset can be reliably determined. Other repair and maintenance costs are recognized through profit or loss as realized. The residual value and useful life of assets are checked at least in connection with each financial statement and, if necessary, adjusted to reflect changes in the expectation of economic benefit. Gains and losses from disposals are determined by comparing the disposal proceeds with the book amount and are included in other operating income or expenses. Basis of preparation Impairment The Group management continuously reviews Group items for any indication of impairment. If there are such indications, the amount recoverable from the said asset item is assessed. The recoverable amount is the higher of the asset item’s fair value less the cost arising from disposal and its value in use. When determining value in use, the expected future net cash flows from the asset item or cash-generating unit are discounted based on their present values. The interest rate calculated using the WACC method (Weighted Average Cost of Capital) before taxes is used as the discount interest rate. Factors that affect the interest in the WACC calculation include a risk-free interest rate, the cost of borrowed capital, the risk premium on the stock market, the beta coefficient, and the industry’s capital structure. An impairment loss is recognized in the income state- ment when the book value of an asset item is greater than its recoverable amount. The impairment loss is recognized in the income statement. For other asset items except goodwill, the impairment loss can lat- er be reversed if a change in the estimates used for determining the recoverable amount has occurred. The impairment loss is, however, not reversed by more than what the book value of the asset would be without the recognition of the impairment loss. Factors considered by the Group management as cen- tral to determining whether impairment testing should be done include the asset item’s significantly lower profit in comparison with previous or expected future profits, negative changes in the industry or market con- ditions or threats thereof, and significant changes in the way the asset item is used or in the business strategy . 35REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE INTANGIBLE ASSETS JAN 1–DEC 31, 2023 GOODWILL TECHNOLOGY BASED CUSTOMER BASED OTHER INTANGIBLE ASSETS TOTAL Acquisition cost Jan 1 59,768 11,041 5,211 8,252 84,272 Increase during the period 0 0 0 3,401 3,401 Impairment -328 -85 0 -269 -683 Acquisition cost Dec 31 59,440 10,955 5,211 11,384 86,991 Accumulated depreciation Jan 1 0 -2,449 -1,274 -3,698 -7,421 Depreciation during the year 0 -842 -347 -604 -1,793 Impairment 0 33 0 269 303 Accumulated depreciation Dec 31 0 -3,257 -1,621 -4,033 -8,912 Book value Dec 31 59,440 7,698 3,590 7,351 78,079 Book value Jan 1 59,768 8,592 3,938 4,554 76,851 JAN 1–DEC 31, 2022 GOODWILL TECHNOLOGY BASED CUSTOMER BASED OTHER INTANGIBLE ASSETS TOTAL Acquisition cost Jan 1 59,815 11,053 5,211 7,224 83,303 Increase during the period 0 0 0 1,009 1,009 Impairment -47 -12 0 19 -39 Acquisition cost Dec 31 59,768 11,041 5,211 8,252 84,272 Accumulated depreciation Jan 1 0 -1,583 -926 -3,010 -5,519 Depreciation during the year 0 -866 -347 -678 -1,891 Impairment 0 0 0 -11 -11 Accumulated depreciation Dec 31 0 -2,449 -1,274 -3,698 -7,421 Book value Dec 31 59,768 8,592 3,938 4,554 76,851 Book value Jan 1 59,815 9,470 4,285 4,214 77,784 The impact of exchange rate differences is included in impairment. 36REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE PROPERTY, PLANT, AND EQUIPMENT JAN 1–DEC 31, JAN 1–DEC 31, MACHINERY AND EQUIPMENT 2023 2022 Acquisition cost Jan 1 5,906 4,892 Increase during the period 636 1,196 Decreases during period -89 -182 Acquisition cost Dec 31 6,453 5,906 Accumulated depreciation Jan 1 -3,663 -3,176 Depreciation during the year -865 -682 Decreases during period 8 196 Accumulated depreciation Dec 31 -4,520 -3,663 Book value Dec 31 1,934 2,243 Book value Jan 1 2,243 1,715 ADVANCE PAYMENTS AND JAN 1–DEC 31, JAN 1–DEC 31, PURCHASES IN PROGRESS 2023 2022 Acquisition cost Jan 1 605 839 Increase during the period 261 520 Decreases during period -537 -754 Acquisition cost Dec 31 328 605 Book value Dec 31 328 605 Book value Jan 1 605 839 Impairment testing The need for impairment of goodwill and intangible assets in progress is assessed annually, and continuously if there are indications that the value of the asset item has decreased. The recoverable amounts from CGUs are determined by the value- in-use method. The cash flow forecasts serving as the basis for these calculations are based on management-approved forecasts, generally for a five-year period. In addition to strategy, latest budgets, and forecasts, management bases its cash flow projections on an estimate of the effect of the recent trade cycle changes on the capability of the CGUs to generate cash flows, and on other external information management deems to have this effect. The assumptions used are consistent with past develop- ments, and, in the management’s opinion, moderate in respect of the growth and profitability opportunities in the coming years. According to IAS 36, goodwill does not generate cash flows that are independent of those from other assets or asset groups. Cash flows are most affected by discount interest rates, closing values, as well as the assumptions and estimates used in assessing cash flows. The pre-tax dis- count interest rate used for calculating value-in-use is determined using the WACC (Weighted Average Cost of Capital) method, which projects the total cost of own and borrowed capital taking into account the specific risks of the assets. Even though management estimates that the assessments have been made with due dil- igence, the estimates may differ significantly from actual future values. The terminal value growth rate is assumed to be 2%, based on the inflation rate assumption, and WACC 8.9%. Goodwill impairment testing sensitivity analysis The management’s view is that no reasonably possible change in the key assump- tion(s) would cause the carrying values of the CGU to exceed their recoverable amounts. 37REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE 13) Lease agreements Basis of preparation The Group acts as a lessee and leases the warehouses and office premises it uses, as well as equipment and vehicles, under non-cancelable operating leases. Shortterm lease agreements and leases concerning low-value assets are recognized in the income statement as an expense on a straight-line basis over the period of the lease. All other leases are recognized in tangible assets at the lower of the fair value of the leased asset at the commencement of the lease term or the present value of the minimum lease payments. Lease obligations are entered in the lease liability. Assets entered under intangible assets are amortized based on the esti- mated useful life of the asset or over the lease period, if shorter. Lease payments are apportioned between repayment of principal and the financing charge so as to produce a constant rate of interest on the remaining balance of the liability. The Group does not act as a lessor towards external parties. RIGHT OF USE ASSETS JAN 1–DEC BUSINESS 31, 2023 PREMISES CARS DEVICES TOTAL Acquisition cost Jan 1 3,678 647 69 4,394 Increase during the period 2,742 521 47 3,310 Decreases during period -619 -16 4 -631 Acquisition cost Dec 31 5,800 1,152 120 7,072 Accumulated depreciation -2,431 -249 -4 -2,684 Jan 1 Depreciation during the year -980 -275 -31 -1,286 Decreases during period 487 16 -18 486 Accumulated depreciation -2,923 -508 -53 -3,485 Dec 31 Book value Dec 31 2,877 644 67 3,588 Book value Jan 1 1,247 398 65 1,710 JAN 1–DEC BUSINESS 31, 2022 PREMISES CARS DEVICES TOTAL Acquisition cost Jan 1 3,196 525 72 3,793 Increase during the period 610 231 39 880 Decreases during period -129 -109 -41 -278 Acquisition cost Dec 31 3,678 647 69 4,394 Accumulated depreciation -1,900 -189 -13 -2,102 Jan 1 Depreciation during the year -660 -169 -32 -861 Decreases during period 129 109 41 278 Accumulated depreciation -2,431 -249 -4 -2,684 Dec 31 Book value Dec 31 1,247 398 65 1,710 Book value Jan 1 1,296 335 59 1,690 38REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE AMOUNTS RECOGNIZED FOR LEASES IN THE INCOME STATEMENT JAN 1–DEC 31, 2023 JAN 1–DEC 31, 2022 Depreciation -1,286 -861 Interest on lease liabilities -90 -41 Other operating expenses, leases Expenses from short-term leases -237 -259 Expenses from low-value leases -12 -9 Expenses related to variable lease payments not included in lease liabilities -128 -53 JAN 1–DEC 31, 2023 JAN 1–DEC 31, 2022 Cash outflow from leases Payments of lease liabilities -1,234 -846 Items recognized in the income statement, excluding depreciation -468 -361 14) Inventories Basis of preparation Inventories are recognized at the lower of cost and net realizable value. The ac- quisition cost is determined using the FIFO method. The net realizable value is the estimated selling price in a conventional transaction less the cost to make the sale. The acquisition cost of completed products and work in progress comprises direct costs such as materials, direct costs of labor, other direct costs, and the allocation of the variable manufacturing overheads and fixed overhead at normal operating capacity. INVENTORIES DEC 31, 2023 DEC 31, 2022 Materials and supplies 2,182 1,862 Work in progress/advance payments 1,526 1,039 Finished products 6,770 3,840 Total 10,478 6,741 39REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE 15) Financial assets Basis of preparation The Group's financial assets are classified into the fol- lowing categories: measured at amortized cost, mea- sured at fair value through other comprehensive income items or measured subsequently at fair value through profit or loss. Financial assets are classified and valued when recorded for the first time in the balance sheet. Classification is based on the entity’s business model for managing the financial assets and the contractual cash flow characteristics of the financial asset. Financial assets that are valued at amortized costs are held within a business model whose objective is to hold financial assets in order to collect contractual cash flows, and the contractual terms for items falling under financial assets give rise on specified dates to cash flows to be realized at specific times that constitute solely payments of principal and interest on the princi- pal outstanding. Financial assets that are valued at fair value through other comprehensive income items are held within a business model whose objective is achieved both by collecting contractual cash flows and selling financial assets, and the contractual terms for items falling un- der financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Financial assets subsequently measured at fair value through profit and loss are assets that are not mea- sured at amortized cost or at fair value through other comprehensive income items. Financial assets — recognition and measurement The Group estimates the expected credit losses for the full lifetime of the sales receivables. For the assess- ment of expected credit losses, sales receivables are grouped geographically and by customer group, and the credit loss provision is recognized based on past expe- rience. The balance sheet values of sales and other re- ceivables constitute the maximum credit risk amounts. No significant credit risk concentrations are included in the receivables. A final impairment loss is recognized when evidence exists that the company cannot col- lect its receivables in accordance with the initial terms and conditions. The impairment loss is the difference between the book value of the receivables and their recoverable amount, and it corresponds to the present value of expected cash flows. Evidence is generally considered appropriate when the receivable is more than 180 days outstanding when no credit insurance or a security through other means is available. External evidence of a risk related to a re- ceivable even before it is 180 days outstanding will lead to the recognition of impairment loss. Such evidence may be, for example, the debtor’s significant econom- ic difficulties, company reorganization, or bankruptcy proceedings. The impairment loss is recognized in the income statement in other operating expenses. Loans and other receivables are measured at amortized cost using the effective interest method. Unrealized and realized gains and losses due to chang- es in fair value relating to assets categorized as fi- nancial assets at fair value through profit or loss are recognized in operating profit in the accounting period in which they arise. Dividend income from financial as- sets recognized at fair value, through profit or loss, are recorded on the balance sheet as other income when the right to payment has arisen for the Group. The fair values of quoted investments are based on current bid prices. If there is no active market for a financial asset, fair value is established by using valua- tion techniques. These include the use of recent arm’s length transactions, the fair values of other instruments that are substantially the same, or the present value of discounted cash flows. Cash and cash equivalents Cash and cash equivalents include cash in hand, bank deposits withdrawable on demand, and other liquid short-term investments with original maturities of one month or less from acquisition. Other non-current financial assets Other non-current financial assets, amounting to EUR 2,336 thousand, are classified at level 3 of the fair value hierarchy and measured at fair value through other comprehensive income. TRADE AND OTHER RECEIVABLES DEC 31, DEC 31, 2023 2022 Sales receivables 10,498 9,779 Other receivables 46 690 Accrued income 2,007 1,042 Total 12,551 11,510 40REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE DEC 31, 2023 UNITED STATES, DEC 31, 2022 NOT FALLEN < 30 > 30 > 60 > 90 UNITED STATES, NOT FALLEN < 30 > 30 > 60 > 90 USD DUE DAYS DAYS DAYS DAYS TOTAL USD DUE DAYS DAYS DAYS DAYS TOTAL Hospitals and pub- Hospitals and pub- lic corporations lic corporations Expected credit Expected credit losses 0 % 0 % 0 % 0.5 % 5 % losses 0 % 0 % 0 % 0.5 % 5 % (ECL coefficient) (ECL coefficient) Gross book value 310 91 26 50 42 518 Gross book value 237 162 51 42 69 562 ECL over validity 0 0 0 0 2 2 ECL over validity 0 0 0 0 3 4 period period Other Other Expected credit Expected credit losses 0 % 0 % 0 % 2 % 4 % losses 0 % 0 % 0 % 2 % 4 % (ECL coefficient) (ECL coefficient) Gross book value 1,439 2,169 1,069 332 809 5,818 Gross book value 1,506 2,063 713 355 331 4,968 ECL over validity 0 0 0 7 32 39 ECL over validity 0 0 0 7 13 20 period period NOT FALLEN < 30 > 30 > 60 > 90 NOT FALLEN < 30 > 30 > 60 > 90 EUR DUE DAYS DAYS DAYS DAYS TOTAL EUR DUE DAYS DAYS DAYS DAYS TOTAL Expected credit Expected credit losses 0 % 1 % 2 % 3.5 % 5.5 % losses 0 % 1 % 2 % 3 % 5 % (ECL coefficient) (ECL coefficient) Gross book value 1,821 380 18 0 1 2,220 Gross book value 2,334 93 1 0 0 2,429 ECL over validity 0 4 0 0 0 4 ECL over validity 0 2 0 0 0 2 period, Finland period, Finland Expected credit Expected credit losses 0 % 1 % 2 % 5 % 13.3 % losses 0.5 % 1 % 2 % 5 % 13.3 % (ECL coefficient) (ECL coefficient) Gross book value 1,961 515 8 0 45 2,529 Gross book value 1,526 377 82 0 -2 1,983 ECL over validity 0 5 0 0 6 11 ECL over validity 8 4 2 0 0 13 period, Italy period, Italy AUSTRALIA, NOT FALLEN < 30 > 30 > 60 > 90 AUSTRALIA, NOT FALLEN < 30 > 30 > 60 > 90 AUD DUE DAYS DAYS DAYS DAYS TOTAL AUD DUE DAYS DAYS DAYS DAYS TOTAL Expected credit Expected credit losses 0 % 0 % 0 % 0 % 5 % losses 0% 0% 0% 1% 2% (ECL coefficient) (ECL coefficient) Gross book value 0 43 22 20 20 105 Gross book value 181 28 34 0 85 328 ECL over validity 0 0 0 0 1 1 ECL over validity 0 0 0 0 2 2 period period 41REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE 16) Capital structure The Group's capital management activities seek to optimize capital structure and thereby support the Group's business activities by ensuring normal operating condi- tions for business activities, while also increasing shareholder value and aiming for the best possible profit. Capital structure can be influenced by dividend distribution and the issue of shares. The Group may vary and adjust the amount of dividends paid to shareholders, or the number of new shares issued, or decide to sell assets in order to reduce its debts. The Group monitors its capital structure through leveraging. At the end of 2023, the Group's interest-bearing net liabilities totaled EUR -3.6 million (EUR -11.9 million at the end of 2022) and leveraging stood at -3.6 percent (-13.1%). When calculating leveraging, interest-bearing net liabilities are divided by shareholders' equity. Net li- abilities comprise debts less receivables and cash equivalents. The Group's strategy is to keep leveraging below 25 percent. There has been no change in this strategy since the previous year. The loan taken out by the Group for the acquisition includes the following covenants: The ratio of net debt to EBITDA may not exceed 2 Equity ratio must be more than 35% The Group has complied with these covenants throughout the reporting period. The ratio of net debt to EBITDA was -12.0% on December 31, 2023. 1–DEC 31, 2023 JAN 1–DEC 31, 2022 Financial liabilities 17,914 20,196 Cash and cash equivalents 21,542 32,062 Net liabilities -3,628 -11,866 Total equity 99,894 90,916 Net leveraging -3.6 % -13,1 % 42REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE CHANGES IN THE NUMBER OF SHARES AND THEIR IMPACT ON EQUITY NUMBER RESERVE FOR OF SHARE INVESTED OWN SHARES CAPITAL UNRESTRICTED SHARES TOTAL Jan 1, 2022 26,681,116 5,315 52,597 -2,149 55,764 Transfer of the company's own shares Feb 11, 2022 -190 190 0 Transfer of the company's own shares May 11, 2022 -29 29 0 Transfer of the company's own shares Oct 2, 2022 -18 18 0 Transfer of the company's own shares Nov 9, 2022 -4 4 0 Dec 31, 2022 26,681,116 5,315 52,356 -1,907 55,764 NUMBER RESERVE FOR OF SHARE INVESTED OWN SHARES CAPITAL UNRESTRICTED SHARES TOTAL Jan 1, 2023 26,681,116 5,315 52,356 -1,907 55,764 Transfer of the company's own shares Feb 13, 2023 -121 121 0 Transfer of the company's own shares May 11, 2023 -40 40 0 Transfer of the company's own shares Jun 8, 2023 -15 15 0 Dec 31, 2023 26,681,116 5,315 52,179 -1,732 55,764 17) Equity Basis of preparation Outstanding ordinary shares are presented as share capital. Transaction costs due to the issuance of new equity instruments are presented as a deduction from equity. The own shares repurchased by Revenio Group Corporation are presented as a deduction from equity. Dividend distribution is recognized as a deduction from equity once the payment of dividend has been approved by the Annual General Meeting. The invested unrestricted equity fund includes other equity investments and the subscription price of shares to the extent this price is not recognized in share capi- tal by an explicit decision. The difference between the fair value and the subscrip- tion price of directed share issues used for consider- ation for acquired operations is recognized in the fair value reserve. Other reserves include the option schemes implement- ed in 2010–2012. All issued shares have been paid in full. The company's share capital consists of 26,681,116 shares of a single class. At the end of the financial period, the company held 88,342 of its own shares (REG1V). All shares confer an equal right to dividends and the company’s funds . 43REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE 18) Management of financial risks Financial risks and the risk management process The management of financial risks is the responsibil- ity of the CEO together with the Board of Directors. The Board defines the main outlines of the company’s financing and the general management principles for financial risks, and it gives guidelines as necessary for any special issues such as liquidity risk, interest risk, credit risk, and the investment of surplus liquid funds. The Board of Directors discusses the Group’s financial standing and funding at its monthly meetings. According to its strategy, the company may seek growth through acquisitions of companies and business oper- ations. The implementation of these acquisitions may require debt financing. Debt can also be used for other strategic and operational purposes decided on by the Board. Equity financing may also be used for all financ- ing needs, in particular for acquisitions of companies and business operations. Types of financial risks In its operational activities, the company may be exposed to several types of financial risks, including changes in currency exchange rates, interest rates, and changes in the stock market. A central objective of financial risk management is to identify financial market risks that are relevant to the Group, and seek to mini- mize the harmful effects of financial market changes on the Group’s profit. The main areas of financial risk management are: (I) Currency risk A significant export market for the company is the United States, where the company has a subsidiary and through which sales are conducted on the U.S. market. The operating currency of the subsidiary is the U.S. dol- lar. In sales to and local purchases in the U.S., the com- pany is exposed to a risk of fluctuating exchange rates between the U.S. dollar and the euro. Invoicing between Icare Finland Oy and Icare USA Inc. and also between CenterVue S.p.A. and Icare USA Inc. takes place in USD. The currency risk is borne by Icare Finland Oy and CenterVue S.p.A. since business transactions between Group companies are not hedged against currency risks. Sales in U.S. dollars represent approximately 47.4% of the total net sales of the Group's continuing functions. Icare USA Inc. had USD 6,258,000 in account receiv- ables from sales on the closing date. The Group’s subsidiaries Revenio Australia Pty Ltd and Icare World Australia Pty Ltd use the Australian dollar as their operating currency. The Group's subsidiary China iCare Medical Technology Co. Ltd. uses the renminbi as its operating currency and CT Operations International UK Ltd. uses English Pound. NON EURO CASH AND CASH EFFECT IF EURO STRENGTHENED 10% AGAINST EQUIVALENTS AT THE CLOSING THE CURRENCY DATE – THOUSAND – THOUSAND USD Icare USA Inc 6,405 -580 USD Finland 5,316 -481 companies AUD 1,069 -66 RMB 541 -7 (II) Interest rate risk In the company’s balance sheet structure, interest rate risk is involved in borrowings. The Group’s profit and cash flow from operations are to an essential extent independent of fluctuations in market interest. When taking up new financing, for example for corpo- rate acquisitions, the company always evaluates the need for interest rate hedging, taking into account the amount of debt, hedging costs, and expected interest rate development during the financing period. All of the Group’s borrowings have fixed interest rates. As the Group does not have floating rate loans, the Group is not exposed to interest rate risk arising from changes in interest rates. The company has no interest rate invest- ments or derivatives to which cash flow hedging would be applied. (III) Credit risk The Group’s credit policy lays down the requirements for selling on credit and the requirements for cred- it management. The credit quality of a new customer is controlled by applying for a credit insurance limit if necessary every time a new customer relationship is es- tablished. The credit limit and credit sales eligibility is reassessed if the customer’s purchase volumes change or if the credit insurance company changes the granted credit limit as a result of a change in the customer’s credit quality. No single customer or customer group constitutes a significant credit risk concentration for the Group. During the financial period, credit losses and expected credit losses recognized through profit and loss totaled EUR 62,000 (EUR 56,000). The theoretical maximum credit risk at the end of the period corresponds to the book value of sales receivables. The aging of sales re- ceivables is presented in Note 15. (IV) Liquidity risk The most significant factor affecting the sufficiency of liquid funds in the short term is the profitability of the business operations. Thus, the development of cash 44REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE flows from operations is affected by management’s profitability management measures, and additional- ly, operational risks and external risks such as general economic development, financial market conditions, and other macroeconomic demand factors over which the company management has no control. The Group's liquidity remained good in 2023. On December 31, 2023, the Group’s cash and cash equiv- alents totaled EUR 21,542,000 (EUR 32,062,000). The company continuously monitors and assesses the financing needs of its business operations to ensure sufficient liquidity for financing its operations. The Board of Directors follows the actual and forecast development of the Group’s liquidity monthly, and de- cides on possible corrective actions. 19) Financial liabilities Basis of preparation Group loans are classified at amortized cost using the effective interest method to be measured later. Loans are recognized at fair value less transaction costs at the time of acquisition. Financial liabilities include current and non-current liabilities. Financial liabilities are cat- egorized as current unless the Group has an uncondi- tional right to postpone payment at least for 12 months after the closing date. Commissions associated with loan commitments are recognized as transaction costs to the extent that it is probable that the entire loan commitment or part of it will be taken up. In such a case, the commission is entered in the balance sheet until the loan is taken up. When it is, the commission associated with the loan commitment is recognized as part of the transaction cost. If the loan commitment is unlikely to be taken up, the commission is recognized as an advance payment for a liquidity service and is amortized as a cost for the period of the loan commitment. A financial liability is removed from the balance sheet when the contractual obligations related to the liability expire . If needed, credit accounts are included in loans recognized in current debt . 45REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE CLASSIFICATION OF FINANCIAL LIABILITIES AT FAIR VALUE THROUGH PROFIT OR AMORTIZED BOOK FAIR DEC 31, 2023 LOSS COST VALUE VALUE Interest-bearing non-current 0 12,352 12,352 12,352 liabilities Interest-bearing current liabil- ities 0 5,563 5,563 5,563 Trade pay- ables and other non-interest- bearing current 0 14,997 14,997 14,997 liabilities AT FAIR VALUE THROUGH PROFIT OR AMORTIZED BOOK FAIR DEC 31, 2022 LOSS COST VALUE VALUE Interest-bearing non-current 0 15,115 15,115 15,115 liabilities Interest-bearing current liabil- ities 0 5,080 5,080 5,080 Trade pay- ables and other non-interest- bearing current 0 20,099 20,099 20,099 liabilities All financial institution loans have fixed interest rate and their book values are valued at amortized cost. All of the Group’s current and non-current loans from financial institutions are in the euro denomination and mature by the end of 2025. THE GROUP’S INTEREST BEARING DEBT AT END OF PERIOD: PRINCIPAL INITIAL OUT YEAR WHEN LIABILITY USE AMOUNT STANDING ESTABLISHED Loan from finan- Acquired 30,000 14,250 2019 cial institution businesses The loan related to the acquired business operations includes covenants, which the company has complied with during the 2023 financial period. The loan is secured by mortgages issued by Revenio Group Corporation assets worth EUR 91,000,000 and sub- sidiary shares with a book value of EUR 6,200,000 in parent company balance sheet. MATURITY ANALYSIS OF CONTRACTUAL LIABILITIES UNDER 1 1–2 2–5 OVER 5 TOTAL CASH DEC 31, 2023 YEAR YEARS YEARS YEARS FLOW Trade payables and other non-in- terestbearing debt 14,997 0 0 0 14,997 Lease liabilities 1,504 1,181 1,034 224 3,943 Interest-bearing debt principal 4,200 10,050 0 0 14,250 Interest payments 572 323 0 0 895 UNDER 1 1–2 2–5 OVER 5 TOTAL CASH DEC 31, 2022 YEAR YEARS YEARS YEARS FLOW Trade payables and other non-in- terestbearing debt 20,099 0 0 0 20,099 Lease liabilities 925 555 339 0 1,819 Interest-bearing debt principal 4,200 4,200 10,050 0 18,450 Interest payments 403 297 202 0 902 The figures are not discounted and include both interest and principal payments. 46REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE 20) Provisions Basis of preparation Provisions are recognized in the balance sheet when a present legal or construc- tive obligation has arisen as a result of a past event, and it is probable that this will cause future expenses and the amount of the obligation can be reliably estimated. A provision for warranties is recognized when the underlying products are sold. The warranty provision is estimated on the basis of historical warranty expense data and is presented as non-current or current provision depending on the length of the warranty period. The amount and probability of provisions requires management estimates and assumptions. Actual results may differ from these estimates. SHORT TERM PROVISIONS DEC 31, 2023 DEC 31, 2022 Provisions Jan 1 485 476 Increase 171 249 Decrease -23 -240 Short-term provisions Dec 31 632 485 21) Trade and other payables DEC 31, 2023 DEC 31, 2022 Advances received 21 40 Accounts payable 6,796 7,905 Other liabilities 972 931 Accrued expenses and deferred income 4,593 7,240 Total 12,382 16,116 Material items included in accrued liabilities and deferred income Accrued personnel expenses 2,951 4,624 Other accruals and deferred income 1,642 2,616 Total 4,593 7,240 22) Other adjustements in cash flow calculations OTHER TRANSACTIONS, NOT RELATED TO PAYMENT TRANSACTIONS DEC 31, 2023 DEC 31, 2022 Adjustement related to share incentives 283 556 Other adjustements 993 -27 Total 1,276 529 Other adjustements Cash portion of share incentives -572 -950 23) Commitments and contingent liabilities The company has mortgages given as security on company assets worth EUR 91,000,000 and pledged subsidiary shares worth EUR 6,200,000. Minimum lease payments not recognized in the balance sheet payable on the basis of other non-cancelable leases: 31, 2023 DEC 31, 2022 Within 1 year 100 109 In more than 1 and no more than 5 years 8 10 Total 108 118 Revenio Group has made a minority investment in 2023 and has a commitment to acquire the remaining shares if certain criteria are met. The shares will be acquired at the latest in the third quarter of 2024 and the maximum contingent liability is 8.1 million euros. 47REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE 24) Related parties and remuneration of management OF THE GROUP DOMICILE HOLDING Parent company Revenio Group Corporation Vantaa Icare Finland Oy Helsinki 100% Revenio Research Oy Vantaa 100% Oscare Medical Oy Helsinki 100% Icare USA Inc Missouri 100% CenterVue S.p.A Padua 100% Revenio Italy S.R.L Milan 100% Revenio Australia Pty Ltd Melbourne 100% Icare World Australia Pty Ltd Melbourne 100% CT Operations International UK Ltd London 100% China iCare Medical Technology Co. Ltd Shanghai 100% All Group companies are consolidated in the parent company’s consolidated financial statements. JAN 1–DEC 31, JAN 1–DEC 31, EMPLOYMENT BENEFITS FOR MANAGEMENT 2023 2022 Management includes the Board and the Group's Management Team Salaries and other short-term employment benefits 3,088 3,141 Other long-term benefits 68 78 Pension costs 274 224 Total 3,430 3,443 Expenses arising from incentive programs are recognized as provisions in the financial statements of the year of their determination and are presented under Related party transactions in the financial period during which the Board of Directors decides on their payment. SALARIES AND REMUNERATIONS OF THE MEMBERS OF JAN 1–DEC 31, JAN 1–DEC 31, THE BOARD OF DIRECTORS AND THE CEO: 2023 2022 CEO Toijala Jouni 661 373 Chair of the Board Nielsen Arne Boye 90 75 Chair of the Board Rönkä Pekka until April 8, 2022 0 2 Board member Sherif Riad 49 41 Board member Sundell Ann-Christine 65 56 Board member Tammela Pekka 65 53 Board member Östman Bill 64 58 Total 992 657 48REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE Board members will be paid remuneration for the term of office ending at the 2024 Annual General Meeting as follows: Chairman of the Board is entitled to an annual emolument of EUR 60,000, possible deputy chair of the Board of Directors is entitled to an annual emolument of EUR 45,000, the Board Members are entitled to an annual emolument of EUR 30,000, the chair of the Audit Committee is entitled to an annual emolument of EUR 20,000, the chair of the Nomination and Remuneration Committee is entitled to an annual emolument of EUR 10,000, and the members of the Board Committees are entitled to an annual emolument of EUR 5,000. The attendance allowance of EUR 1,000 is to be paid for Chair of the Board or Board Committee Chairs per Board or Committee meeting and EUR 600 per short teleconfer- ence, Board members EUR 600 for Board and Board Committee meetings and EUR 300 for short teleconferences per meeting, yet so that the aforementioned attendance allowance for the Board and Board Committee meetings for Board and Committee chairs who live outside of Finland and travel to Finland for the meeting is EUR 2,000 and the aforementioned atten- dance allowance for the Board and Board Committee meetings for members is EUR 1,200. There are four share-based long-term incentive schemes as part of the company’s remuneration program for the Revenio Group Corporation key personnel. The company’s Board of Directors has also decided on a restricted share-based incentive scheme for Oculo’s key personnel. The incen- tive schemes and option schemes are described in Note 5 Share-based payments. The members of the Board of Directors are not covered by share-based incentive systems. Loans granted to key management personnel During the financial year 2020, Revenio Group Corporation's CEO Jouni Toijala took out a loan of EUR 50,000 granted by the company on market terms for the purchase of Revenio’s shares. The shares acquired using the loan will act as security for the loan. This arrangement was entered into at the request of Revenio’s Board of Directors in order to secure the commitment and motivation of the CEO. The CEO has agreed to hold the company shares he acquired using the loan financing granted by the company for a period of five (5) years. The CEO’s obligation to hold the acquired shares ends if the CEO’s employment relationship ends before the end of the five-year period. DEC 31, 2023 Loans granted to key management personnel as at Jan 1, 2023 52 Accrued interest 0 Repaid loan receivable -52 Loans granted to key management personnel as at Dec 31, 2023 0 The figures include both interest and principal. During the financial period, no credit loss provisions or expenses have been recognized for lost or uncertain related party transactions. 25) Events after the financial period There has not been any material events after the financial period. 26) Published new and amended IFRS standards that are not yet in force The Group has not adopted the following new and amended IFRS standards that have been published but have not yet entered into force. IFRS 10 and IAS 28 (amendments) Sale or Contribution of Assets between an Investor and its Associate or Joint Venture Amendments to IAS 1 Classification of Liabilities as Current or Non-current Amendments to IAS 1 Non-current Liabilities with Covenants Amendments to IAS 7 and IFRS 7 Supplier Finance Arrangements Amendments to IFRS 16 Lease Liability in a Sale and Leaseback Amendments to IAS 21 Lack of Exchangeability The managers do not expect that the adoption of the Standards listed above will have a material impact on the financial statements of the Group in future periods. ) The new or amended IFRS standard had not been approved for application in the EU on the date when these financial statements were approved for publication. Parent Company Financial Statements REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 49 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE 50REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE Parent company profit & loss statement (FAS) APPENDIX JAN 1–DEC 31, 2023 JAN 1–DEC 31, 2022 Net sales 1 848,306.97 1,482,898.71 Other operating income 2 203.17 0.00 Personnel expenses Salaries and fees 3 -1,363,900.00 -1,805,794.33 Indirect personnel costs Pension costs -305,408.44 -273,724.66 Other indirect personnel expenses 5,728.91 -37,716.65 Personnel expenses total -1,663,579.53 -2,117,235.64 Depreciation, amortization, and impairment Planned depreciation -38,876.00 -43,356.00 Depreciation and amortization total -38,876.00 -43,356.00 Other operating expenses 4 -2,973,032.79 -2,784,134.32 NET PROFIT/LOSS -3,826,978.18 -3,461,827.25 Financial income and expenses 5 Other financial income and interest receivable 1,651,745.44 1,620,003.47 Interest and other financial expenses -660,400.25 -280,097.33 Financial income and expenses total 991,345.19 1,339,906.14 PROFIT/LOSS BEFORE APPROPRIATION AND TAXES -2,835,632.99 -2,121,921.11 Appropriation 6 27,368,120.26 24,187,167.30 Income taxes for the financial period 7 -4,914,883.88 -4,378,727.10 NET PROFIT/LOSS 19,617,603.39 17,686,519.09 51REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE Parent company balance sheet (FAS) ASSETS APPENDIX DEC 31, 2023 DEC 31, 2022 NON-CURRENT ASSETS 8 Intangible assets Other intangible assets 47,162.50 81,116.50 Intangible assets total 47,162.50 81,116.50 Tangible assets Machinery and equipment 2,557.20 7,479.20 Tangible assets total 2,557.20 7,479.20 Investments Holdings in Group companies 9 20,266,897.39 20,911,906.38 Other shares 8 360,000.00 360,000.00 Investments total 20,626,897.39 21,271,906.38 NON-CURRENT ASSETS TOTAL 20,676,617.09 21,360,502.08 CURRENT ASSETS Non-current receivables Receivables from Group companies 69,217,861.66 65,217,861.66 Other receivables 0.00 50,000.00 Non-current receivables, total 69,217,861.66 65,267,861.66 Short-term receivables Receivables from Group companies 10 23,350,190.62 23,175,011.56 Loan receivables 160.70 100.45 Other receivables 0.00 26,071.74 Advances paid 11 187,552.38 201,061.02 Short-term receivables total 23,537,903.70 23,402,244.77 Bank and cash 1,054,047.34 755,906.85 INVENTORIES AND SHORT-TERM ASSETS TOTAL 93,809,812.70 89,426,013.28 TOTAL ASSETS 114,486,429.79 110,786,515.36 SHAREHOLDER EQUITY AND LIABILITIES APPENDIX DEC 31, 2023 DEC 31, 2022 SHAREHOLDER EQUITY 12 Share capital 5,314,918.72 5,314,918.72 Reserve for invested non-restricted equity 51,304,981.86 51,304,981.86 Retained earnings 22,970,218.46 14,855,702.65 Profit for the period 19,617,603.39 17,686,519.09 SHAREHOLDERS’ EQUITY TOTAL 99,207,722.43 89,162,122.32 LIABILITIES Non-current liabilities Loans from financial institutions 13 10,050,000.00 14,250,000.00 Non-current liabilities total 10,050,000.00 14,250,000.00 Current liabilities Loans from financial institutions 4,200,000.00 4,200,000.00 Accounts payable 285,689.09 403,986.11 Liabilities to Group companies 14 200,000.00 845,212.16 Other liabilities 67,947.78 34,225.80 Accrued expenses and deferred income 15 475,070.49 1,890,968.97 Current liabilities total 5,228,707.36 7,374,393.04 BORROWED CAPITAL TOTAL 15,278,707.36 21,624,393.04 LIABILITIES TOTAL 114,486,429.79 110,786,515.36 52REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE Parent company cash flow statement (FAS) CASH FLOW FROM OPERATING ACTIVITIES JAN 1–DEC 31, 2023 JAN 1–DEC 31, 2022 Profit/loss before appropriations and taxes -2,835,632.99 -2,121,921.11 Adjustments Planned depreciation 38,876.00 43,356.00 Financial income and expenses -991,345.19 -1,339,906.14 Other items -203.17 0.00 Change in working capital: Change in non-interest-bearing current receivables -1,167,538.67 -872,086.63 Change in non-interest-bearing current liabilities -590.973,33 -745,800.48 Interest and payments paid from operations -660,400.25 -280,097.33 Interest and payments received from operations 1,651,745.44 1,620,003.47 Direct taxes paid -5,824,384.07 -3,449,510.64 Cash flow from operations -10,379,856.23 -7,145,962.86 CASH FLOW FROM INVESTMENT ACTIVITIES JAN 1–DEC 31, 2023 JAN 1–DEC 31, 2022 Investment in tangible and intangible assets 0.00 -4,237.90 Loans granted -4,000,000.00 -3,000,000.00 Repayments of loan receivables 50,000.00 1,468,002.45 Investments in other investments 0.00 -160,000.00 Cash flow from investing activities -3,950,000.00 -1,696,235.45 CASH FLOW FROM FINANCING ACTIVITIES JAN 1–DEC 31, 2023 JAN 1–DEC 31, 2022 Withdrawals and repayments of long-term borrowings -4,200,000.00 -4,200,000.00 Dividends paid and other distribution of profits -9,572,003.28 -9,036,091.60 Group contributions received and paid 28,400,000.00 22,303,276.18 Cash flow from financing activities 14,627,996.72 9,067,184.58 CHANGE IN CASH AND CASH EQUIVALENTS 298,140.49 224,986.27 Cash and cash equivalents at beginning of period 755,906.85 530,920.58 Cash and cash equivalents at end of period 1,054,047.34 755,906.85 Change in cash and cash equivalents 298,140.49 224,986.27 53REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE Notes to parent company financial statements Dec 31, 2023 Accounting principles for the parent company financial statements Basis of preparation The financial statements of the parent company Revenio Group Corporation have been prepared in accordance with the Finnish Accounting Act, Limited Liability Companies Act, and the Finnish Accounting Standards (FAS). Valuation and depreciation principles Valuation of non-current assets The company’s non-current assets are stated at acquisition cost less planned depreciation. The depreciation plan is defined based on experiences. Value adjust- ments are made based on the difference between the acquisition cost and the residual value and estimated useful life. The bases for planned depreciation are as follows: Intangible rights 3 years straight-line depreciation Other non-current expenses 3 years straight-line depreciation Machinery and equipment 3 years straight-line depreciation Subsidiaries Direct expenses from the acquisition of subsidiary companies are recognized in the acquisition cost of subsidiary company holdings. The Group management continu- ously reviews Group items for any indication of impairment. If there are such indica- tions, the amount recoverable from the said asset item is assessed. Employee benefits Personnel pension security is handled by external pension insurance companies. Pension costs are recorded as expenses in the year in which they are incurred. The company's Leadership Team participates in a long-term share plan, within which programs are valid for the earning years 2021- 2023, 2022-2024 and 2023- 2025. The minimum, target and maximum bonus of each participant shall be decid- ed separate, as well as performance criteria and the related targets. The accounting and financial statement treatment of share-based payment plans is described in more detail in Note 17. Notes to the income statement 1) Distribution of net sales JAN 1–DEC 31, 2023 JAN 1–DEC 31, 2022 Administrative services to subsidiaries 848,306.97 1,482,898.71 Net sales total 848,306.97 1,482,898.71 2) Other operating income JAN 1–DEC 31, 2023 JAN 1–DEC 31, 2022 Other income 203.17 0.00 Other operating income total 203.17 0.00 54REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE 3) Salaries and remunerations JAN 1–DEC 31, 2023 JAN 1–DEC 31, 2022 CEO -403,089.60 -329,146.20 Board Members -245,000.00 -240,000.00 Other salaries and remunerations -1,115,457.51 -809,494.03 Tot al -1,763,547.11 -1,378,640.23 Accrued salaries and remunerations total -1,363,900,00 -1,805,794.33 AVERAGE NUMBER OF PERSONNEL DURING PERIOD JAN 1–DEC 31, 2023 JAN 1–DEC 31, 2022 Management 3 3 Others 9 8 Tot al 12 11 4) Other operating expenses JAN 1–DEC 31, 2023 JAN 1–DEC 31, 2022 Rent of business premises -106,113.37 -81,085.36 Vehicle and travel expenses -145,527.86 -173,500.80 Machinery and equipment expenses -408,701.21 -356,741.46 Marketing and entertainment -97,531.72 -126,350.36 Expert services purchased -1,917,001.52 -1,669,125.56 Administrative expenses -129,323.82 -127,547.12 Other operating expenses -168,833.29 -249,783.66 Tot al -2,973,032.79 -2,784,134.32 Auditor’s fees Deloitte Oy Auditing fees -86,000.00 -76,500.00 Certificates and statements -15,000.00 -9,900.00 Tot al -101,000.00 -86,400.00 5) Financial income and expenses FINANCIAL INCOME AND EXPENSES FROM GROUP COMPANIES JAN 1–DEC 31, 2023 JAN 1–DEC 31, 2022 Interest income from Group companies 1,614,831.15 1,548,413.09 Tot al 1,614,831.15 1,548,413.09 FINANCIAL INCOME AND EXPENSES FROM OTHERS JAN 1–DEC 31, 2023 JAN 1–DEC 31, 2022 Interest income from others 10,542.56 6,039.83 Other financial income 26,371.73 65,550.55 Interest expenses from loans from financial institutions -632,145.88 -218,060.30 Interest payable to others -459.23 -2,504.05 Loan management expenses 0.00 -1,000.00 Other financial expenses -27,795.14 -58,532.98 Tot al -623,485.96 -208,506.95 6) Appropriation JAN 1–DEC 31, 2023 JAN 1–DEC 31, 2022 Group contributions received 27,700,000.00 24,700,000.00 Group contributions paid -331,879.74 -512,832.70 Tot al 27,368,120.26 24,187,167.30 7) Income taxes JAN 1–DEC 31, 2023 JAN 1–DEC 31, 2022 Income tax for appropriation -5,473,624.05 -4,837,433.46 Income tax for actual operations 558,740.17 458,706.36 Tot al -4,914,883.88 -4,378,727.10 55REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE Notes to balance sheet assets 8) Changes in fixed assets itemized by balance sheet item DEC 31, 2023 DEC 31, 2022 INTANGIBLE ASSETS Other intangible assets Acquisition cost Jan 1 150,553.28 150,553.28 Acquisition cost Dec 31 150,553.28 150,553.28 Accumulated depreciation Jan 1 -69,436.78 -35,483.78 Depreciation during the year -33,954.00 -33,953.00 Accumulated depreciation Dec 31 -103,390.78 -69,436.78 Book value Dec 31 47,162.50 81,116.50 Book value Jan 1 81,116.50 115,069.50 TANGIBLE ASSETS Machinery and equipment Acquisition cost Jan 1 31,389.20 27,151.30 Increase during the period 0.00 4,237.90 Acquisition cost Dec 31 31,389.20 31,389.20 Accumulated depreciation Jan 1 -23,910.00 -14,507.00 Depreciation during the year -4,922.00 -9,403.00 Accumulated depreciation Dec 31 -28,832.00 -23,910.00 Book value Dec 31 2,557.20 7,479.20 Book value Jan 1 7,479.20 12,644.30 HOLDINGS IN GROUP COMPANIES Acquisition cost Jan 1 20,911,906.38 20,911,906.38 Decreases during the period -645,008.99 0.00 Acquisition cost Dec 31 20,266,897.39 20 911 906,38 Book value Dec 31 20,266,897.39 20 911 906,38 DEC 31, 2023 DEC 31, 2022 OTHER INVESTMENTS Acquisition cost Jan 1 360,000.00 200,000.00 Increase during the period 0.00 160,000.00 Acquisition cost Dec 31 360,000.00 360,000.00 Book value Dec 31 360,000.00 360,000.00 56REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE 9) Holdings in other companies Dec 31, 2023 GROUP COMPANIES DOMICILE HOLDING Icare Finland Oy Helsinki 100% Oscare Medical Oy Helsinki 100% Revenio Australia Pty Ltd Melbourne 100% Revenio Italy S.R.L. Milan 100% Revenio Research Oy Vantaa 100% 10) Receivables from Group companies DEC 31, 2023 DEC 31, 2022 NON-CURRENT RECEIVABLES FROM GROUP COMPANIES Capital loan receivables 403,276.18 403,276.18 Loan receivables 68,814,585.48 64,814,585.48 Tot al 69,217,861.66 65,217,861.66 CURRENT RECEIVABLES FROM GROUP COMPANIES Trade receivables 536,503.39 499,073.57 Accrued and other receivables from Icare Finland Oy 19,461,808.43 20,361,808.43 Other receivables from other group companies 766,278.04 898,157.78 Accrued income 2,585,600.76 1,415,971.78 Tot al 23,350,190.62 23,175,011.56 Receivables from Group companies, total 92,568,052.28 88,392,873.22 11) Principal items in prepaid expenses and accrued income DEC 31, 2023 DEC 31, 2022 Personnel expenses 42,250.00 43,800.00 Taxes 14,486.67 0.00 Prepaid expenses 130,815.71 157,261.02 Tot al 187,552.38 201,061.02 Done Medical Oy merged with Revenio Group Oyj on Oct 31, 2023. 57REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE Notes to balance sheet liabilities 12) Changes in equity DEC 31, 2023 DEC 31, 2022 Share capital Share capital Jan 1 5,314,918.72 5,314,918.72 Share capital Dec 31 5,314,918.72 5,314,918.72 Restricted equity total Dec 31 5,314,918.72 5,314,918.72 Reserve for invested non-restricted equity Reserve for invested non-restricted equity Jan 1 51,304,981.86 51,304,981.86 Reserve for invested non-restricted equity Dec 31 51,304,981.86 51,304,981.86 DEC 31, 2023 DEC 31, 2022 Profit/loss from previous financial periods Profit/loss from previous financial periods Jan 1 32,542,221.74 23,891,794.25 Dividends -9,572,003.28 -9,036,091.60 Profit/loss from previous financial periods Dec 31 22,970,218.46 14,855,702.65 Profit/loss for the period Dec 31 19,617,603.39 17,686,519.09 Non-restricted equity total Dec 31 93,892,803.71 83,847,203.60 Equity total Dec 31 99,207,722.43 89,162,122.32 Calculation of the amount of distributable unrestricted equity on 31 Dec Invested unrestricted capital reserve 51,304,981.86 51,304,981.86 Retained earnings 22,970,218.46 14,855,702.65 Profit for the period 19,617,603.39 17,686,519.09 Distributable unrestricted equity Dec 31 93,892,803.71 83,847,203.60 The share capital of Revenio Group Corporation on December 31, 2023 was EUR 5,314,918.72, and the number of shares was 26,681,116. There is one class of shares. All shares confer an equal right to dividends and the company’s funds. On the closing date, the company held 88,342 of its own shares (REG1V). 58REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE 13) Non-current liabilities Loans from financial institutions As at December 31, 2023, the parent company had interest-bearing non-current liabilities amounting to EUR 10.1 million. The company does not have any loans falling due later than within five years. At the end of 2022, the parent company had interest-bearing non-current liabilities amounting to EUR 14.3 million. 14) Intra-group liabilities DEC 31, 2023 DEC 31, 2022 Current intra-group liabilities Other liabilities 200,000.00 845,212.16 Tot al 200,000.00 845,212.16 15) Principal items of accrued liabilities and deferred income DEC 31, 2023 DEC 31, 2022 Personnel expenses 253,226.24 837,871.35 Income taxes 20,174.51 929,216.46 Other accruals and deferred income 201,669.74 123,881.16 Tot al 475,070.49 1,890,968.97 16) Notes to collateral and commitments Banks and financial institutions have granted Revenio Group Corporation mortgages on company assets worth EUR 91,000.000 and subsidiary shares with an accounting value of EUR 6,205,984.75. The remaining capital of the bank loan at the end of the financial year was EUR 14,250,000.00. LEASE COMMITMENTS DEC 31, 2023 DEC 31, 2022 Lease commitments maturing next year 21,318.53 21,928.32 Lease commitments maturing later than next year 14,337.92 24,941.41 Tot al 35,656.45 46,869.73 Lease agreements run for 2–5 years and do not include special notice or purchase option clauses. RENT LIABILITIES DEC 31, 2023 DEC 31, 2022 Rent liabilities for office premises, maturing next year 447,189.96 433,816.68 Rent liabilities for office premises, maturing later than next year 186,329.15 180,756.95 Tot al 633,519.11 614,573.63 BANK GUARANTEE AS SECURITY OF LIABILITIES DEC 31, 2023 DEC 31, 2022 Bank guarantee based on tenancy 103,380.00 103,380.00 Tot al 103,380.00 103,380.00 59REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE 17) Other notes Management incentive scheme Basis of preparation The Board of Directors of Revenio Group Corporation has decided has decided on the three-year earning periods of the share-based long-term incentive schemes directed towards the key personnel of Revenio Group. Long-term incentive schemes form part of the company's remuneration program for key personnel and are aimed at support- ing the implementation of the company's strategy and harmonizing the objectives of key personnel and the company in order to grow the company's value. The Board of Directors shall decide separately on the minimum, target and maximum bonus of each participant, as well as performance criteria and the related targets. The amount of bonus payable to the participants depends on the achievement of the pre-set targets. No bonus will be paid if the targets are not met, or if the participant's work or employment relationship ends before the bonus is paid. If the targets of the incentive scheme are met, the bonuses will be paid in the spring of the year follow- ing the earning period. The total amount of share bonus to be paid on the basis of the program earning period is gross earnings minus the amount of cash required to cover taxes due on the share bonus and any other tax-like payments, after which the remaining net bonus shall be paid in shares. However, in certain circumstances the company has the right to pay the entire bonus in cash. Benefits granted under the share plan are recognized with caution as expenses in the income statement when the Board of Directors has approved the bonuses for pay- ment. Taking the objectives of the scheme into account, it is not possible to reliably estimate the total amount of future cash considerations. EARNING YEARS TIME OF BONUS PAYMENT MAXIMUM AMOUNT OF SHARE BONUS (GROSS EARNINGS) 2018–2020 2021 5,570 (realized) 2019–2021 2022 5,048 (realized) 2020–2022 2023 8,749 (realized) 2021–2023 2024 max 5,303 2022-2024 2025 max 6,021 2023-2025 2026 max 9,692 In addition, if certain conditions are met, the CEO is entitled to a restricted share plan under which the CEO would be entitled to receive a total of 3,000 shares in the Company during 2022-2024. In order to pay the share bonus of 1,000 shares earned in 2022 in accordance with the terms of the program, 400 of the com- pany's treasure shares were issued to the CEO on February 12, 2023 throught a directed share issue without payment, and the rest of the share bonus was used for the tax consequences of the issued shares. During the financial year, the com- pany recognized a total of EUR -155 thousand in personal expenses related to this program. Signatures REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 60 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE 61REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE Signatures to the financial statements and review of operations Vantaa, March 11, 2024 Board of Directors and CEO of Revenio Group Corporation Arne Boye Nielsen Chair of the Board Riad Sherif Board member Ann-Christine Sundell Board member Bill Östman Board member Pekka Tammela Board member Jouni Toijala CEO Auditor's note We have issued an audit report today based on the audit we have performed. Helsinki, March 11, 2024 Deloitte Oy Authorized Public Accountants Mikko Lahtinen Authorized Public Accountant Auditor’s report REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 62 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE 63REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE Auditor’s report To the Annual General Meeting of Revenio Group Corporation Report on the Audit of the Financial Statements Opinion We have audited the financial statements of Revenio Group Oyj (business identity code 1700625-7) for the year ended 31 December 2023. The financial statements comprise the consolidated statement of comprehen- sive income, balance sheet, statement of cash flows, statement of changes in equity and notes, including material accounting policy information, as well as the parent company’s income statement, balance sheet, statement of cash flows and notes. In our opinion • the consolidated financial statements give a true and fair view of the group’s financial position, financial performance and cash flows in accordance with IFRS Accounting Standards as adopted by the EU • the financial statements give a true and fair view of the parent company’s financial performance and financial position in accordance with the laws and regulations governing the preparation of financial statements in Finland and comply with statutory requirements. Our opinion is consistent with the additional report submitted to the Audit Committee. Basis for Opinion We conducted our audit in accordance with good audit- ing practice in Finland. Our responsibilities under good auditing practice are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the parent company and of the group companies in accordance with the ethical re- quirements that are applicable in Finland and are rele- vant to our audit, and we have fulfilled our other ethical responsibilities in accordance with these requirements. In our best knowledge and understanding, the non-au- dit services that we have provided to the parent com- pany and group companies are in compliance with laws and regulations applicable in Finland regarding these services, and we have not provided any prohibited non-audit services referred to in Article 5(1) of regula- tion (EU) 537/2014. The non-audit services that we have provided have been disclosed in note 8 to the consoli- dated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key Audit Matters Key audit matters are those matters that, in our profes- sional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have also addressed the risk of management over- ride of internal controls. This includes consideration of whether there was evidence of management bias that represented a risk of material misstatement due to fraud. 64REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE KEY AUDIT MATTER HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER Revenue recognition Refer to notes 1 and 2 in the consolidated financial statements. • Consolidated net sales of EUR 96.6 million consists of the income from the sale of products, services and software licenses. • Revenue from sales is recognized when the customer gains control over a good, service or software license (performance obligation). As a rule, control is transferred to the customer upon delivery as per the terms and conditions of agreement. • For audit purposes, the key is that revenue is recognized timely and in the correct amount. • We have assessed the controls relating to the sales process and the revenue recognition. • We have reviewed the accounting principles and practices associated with revenue recognition to assess whether the recognition is in accordance with IFRS 15. • We have tested the timing and quantitative accuracy of revenue recognition by comparing individual sales transactions to sales agreements and delivery notes. • We have assessed the appropriateness of the presentation in the consolidated financial statements. Valuation of goodwill and other intangible assets Refer to accounting principles for the consolidated financial statements and note 12 in the consolidated financial statements. • The consolidated statement of financial position includes goodwill of EUR 59.4 million and other intangible assets of EUR 18.6 million. • Goodwill and the majority of other intangible assets have arisen from the business acquisitions executed in previous financials years. In addition, other intangible assets include capitalized development costs relating to the development of health technology products. • The valuation and impairment testing of goodwill and other intangible assets involve management estimates of cash flow projections and trade cycle changes, and hence this matter is addressed as a key audit matter. • We have reviewed and assessed the management’s methods and assumptions used in impairment testing. • We have assessed the indications of impairment identified by the management and performed audit procedures on the impairment testing prepared by the management. • We have tested the mathematical accuracy of the model used in impairment testing, evaluated and challenged the projections used in the calculations and related changes, and compared the prior year forecasts to the actual figures. • We have evaluated the appropriateness of the presentation in the consolidated financial statements. We have no key audit matters to report with respect to our audit of the parent company’s financial statements. There are no significant risks of material misstatement referred to in EU regulation No 537/2014, point (c) of Article 10(2) relating to the consolidated financial statements or the parent company’s financial statements. 65REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE Responsibilities of the Board of Directors and the Managing Director for the Financial Statements The Board of Directors and the Managing Director are responsible for the preparation of consolidated finan- cial statements that give a true and fair view in accor- dance with IFRS Accounting Standards as adopted by the EU, and of financial statements that give a true and fair view in accordance with the laws and regulations governing the preparation of financial statements in Finland and comply with statutory requirements. The Board of Directors and the Managing Director are also responsible for such internal control as they deter- mine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Board of Directors and the Managing Director are responsible for assessing the parent company’s and the group’s ability to continue as a going concern, disclosing, as applicable, matters relating to going concern and using the going concern basis of accounting. The financial statements are prepared using the going concern basis of accounting unless there is an intention to liquidate the parent company or the group or cease operations, or there is no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit con- ducted in accordance with good auditing practice will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements. As part of an audit in accordance with good auditing practice, we exercise professional judgment and main- tain professional skepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the parent company’s or the group’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. • Conclude on the appropriateness of the Board of Directors’ and the Managing Director’s use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the parent company’s or the group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the parent company or the group to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events so that the financial statements give a true and fair view. • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. 66REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communi- cate with them all relationships and other matters that may reasonably be thought to bear on our indepen- dence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our au- ditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be ex- pected to outweigh the public interest benefits of such communication. Other Reporting Requirements Information on Our Audit Engagement We were first appointed as auditors by the Annual General Meeting on 22 March 2017, and our appoint- ment represents a total period of uninterrupted en- gagement of seven years. Other Information The Board of Directors and the Managing Director are responsible for the other information. The other infor- mation comprises the report of the Board of Directors. Our opinion on the financial statements does not cover the other information. In connection with our audit of the financial state- ments, our responsibility is to read the other infor- mation and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. Our responsibility also includes considering whether the report of the Board of Directors has been prepared in accordance with the applicable laws and regulations. In our opinion, the information in the report of the Board of Directors is consistent with the information in the financial statements and the report of the Board of Directors has been prepared in accordance with the applicable laws and regulations. If, based on the work we have performed, we conclude that there is a material misstatement of the report of the Board of Directors, we are required to report that fact. We have nothing to report in this regard. Helsinki, 11 March 2024 Deloitte Oy Audit Firm Mikko Lahtinen Authorized Public Accountant (KHT) 67REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE Independent Auditor’s Report on the ESEF Consolidated Financial Statements of Revenio Group Corporation To the Board of Directors of Revenio Group Corporation We have performed a reasonable assurance engagement on whether the iXBRL tagging of the consolidated financial statements in the ESEF consolidated financial statements [reveniogroup- 2023-12-31-fi.zip] of Revenio Group Oyj (1700625-7) for the financial year 1.1.–31.12.2023 has been prepared in accordance with the requirements of Article 4 of Commission Delegated Regulation (EU) 2018/815 (ESEF RTS). Responsibilities of the Board of Directors and the Managing Director The Board of Directors and Managing Director are respon- sible for the preparation of the report of the Board of Directors and financial statements (ESEF financial state- ments) that comply with the requirements of ESEF RTS. This responsibility includes • preparation of ESEF financial statements in XHTML format in accordance with Article 3 of ESEF RTS • tagging the consolidated financial statements’ primary statements, disclosures and identifying information in the ESEF financial statements with iXBRL tags in accordance with Article 4 of ESEF RTS, and • ensuring consistency between ESEF financial statements and audited financial statements. The Board of Directors and the Managing Director are also responsible for such internal control as they de- termine is necessary to enable the preparation of ESEF financial statements in accordance with the require- ments of ESEF RTS. Auditor’s Independence and Quality Management We are independent of the company in accordance with the ethical requirements that are applicable in Finland and are relevant to the engagement we have performed, and we have fulfilled our other ethical responsibilities in accordance with these requirements. The auditor applies International Standard on Quality Management (ISQM) 1, which requires the audit firm to design, implement and operate a system of quality man- agement including policies and procedures regarding compliance with ethical requirements, professional stan- dards and applicable legal and regulatory requirements. Auditor’s Responsibilities In accordance with the engagement letter, we express an opinion on whether the tagging of the consolidated financial statements in the ESEF financial statements has been prepared in all material respects in accor- dance with the requirements of Article 4 of ESEF RTS. We conducted a reasonable assurance engagement in accordance with International Standard on Assurance Engagements (ISAE) 3000. The engagement includes procedures to obtain evidence on: • whether the tagging of the consolidated financial statements’ primary statements in the ESEF financial statements has been prepared in all material respects in accordance with the requirements of Article 4 of ESEF RTS • whether the tagging of the consolidated financial statements’ disclosures and identifying information in the ESEF financial statements has been prepared in all material respects in accordance with the requirements of Article 4 of ESEF RTS, and • whether the ESEF financial statements are consistent with the audited financial statements. The nature, timing and extent of the procedures se- lected depend on the auditor’s judgment. This includes the assessment of risk of material departures from the requirements set out in ESEF RTS, whether due to fraud or error. We believe that the evidence we have obtained is suffi- cient and appropriate to provide a basis for our opinion. 68REVENIO | REPORT BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS 2023 REPORT BY THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS PARENT COMPANY FINANCIAL STATEMENTS SIGNATURES AUDITOR'S NOTE Opinion In our opinion, the tagging of the consolidated finan- cial statements’ primary statements, disclosures and identifying information in the ESEF financial statements [reveniogroup-2023-12-31-fi.zip] of Revenio Group Oyj for the financial year 1.1.–31.12.2023 has been prepared in all material respects in accordance with the require- ments of Article 4 of ESEF RTS. Our audit opinion on the consolidated financial state- ments of Revenio Group Oyj for the financial year 1.1.–31.12.2023 has been expressed in our auditor’s report dated 11 March 2024. In this report, we do not express an audit opinion or any other assurance con- clusion on the consolidated financial statements. Helsinki, 11 March 2024 Deloitte Oy Audit Firm Mikko Lahtinen Authorized Public Accountant (KHT) REVENIO GROUP CORPORATION Äyritie 22 | 01510 Vantaa www.reveniogroup.fi/en

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