Medicover

Annual Report • Feb 12, 2025

YEAR-END REPORT JANUARY–DECEMBER 2024

Fourth quarter

• Revenue amounted to €555.8m (€461.9m), an increase of 20.3% with an organic growth of 18.6%.
• Operating profit (EBIT) was €23.3m (€19.0m), representing an operating margin of 4.2% (4.1%).
• Net profit amounted to €7.4m (€8.6m), which represents a margin of 1.3% (1.9%).
• EBITDA was €73.2m (€66.4m), an increase of 10.2%. EBITDA margin was 13.2% (14.4%).
• EBITDAaL amounted to €44.0m (€40.8m), an increase by 7.8%, corresponding to an EBITDAaL margin of 7.9% (8.8%).
• Net cash flow from operating activities was €64.2m (€42.5m).
• Basic/diluted earnings per share were €0.058 (€0.078).

Full year

• Revenue amounted to €2,091.8m (€1,746.4m), an increase of 19.8% with an organic growth of 16.7%.
• Operating profit (EBIT) was €70.3m (€61.4m), representing an operating margin of 3.4% (3.5%), impacted by an impairment charge of €-16.4m.
• Net profit amounted to €14.6m (€18.4m), which represents a margin of 0.7% (1.1%).
• EBITDA was €284.9m (€243.8m), an increase by 16.9%. EBITDA margin was 13.6% (14.0%).
• EBITDAaL amounted to €173.0m (€144.9m), corresponding to an EBITDAaL margin of 8.3% (8.3%).
• Net cash flow from operating activities was €261.9m (€205.0m).
• Basic/diluted earnings per share were €0.112 (€0.118).
• The board of directors proposes a dividend for 2024 of €0.15 (€0.12) per share.

	Q4	Q4		FY	FY
€ millions (€m)	2024	2023	Variance	2024	2023	Variance
Revenue	555.8	461.9	20%	2,091.8	1,746.4	20%
Operating profit (EBIT)	23.3	19.0	23%	70.3	61.4	15%
Operating profit margin	4.2%	4.1%		3.4%	3.5%
Net profit	7.4	8.6	-14%	14.6	18.4	-21%
Net profit margin	1.3%	1.9%		0.7%	1.1%
Basic/diluted earnings per share, €	0.058	0.078	-26%	0.112	0.118	-5%
EBITDA	73.2	66.4	10%	284.9	243.8	17%
EBITDA margin	13.2%	14.4%		13.6%	14.0%
Adjusted EBITDA	78.2	68.3	15%	300.0	253.9	18%
Adjusted EBITDA margin	14.1%	14.8%		14.3%	14.5%
EBITDAaL	44.0	40.8	8%	173.0	144.9	19%
EBITDAaL margin	7.9%	8.8%		8.3%	8.3%
Adjusted EBITDAaL	49.0	42.7	15%	188.1	155.0	21%
Adjusted EBITDAaL margin	8.8%	9.2%		9.0%	8.9%
EBITA	27.1	23.3	16%	104.7	82.6	27%
EBITA margin	4.9%	5.1%		5.0%	4.7%

REVENUE AND EARNINGS

Definition and reconciliation of alternative performance measures are available at www.medicover.com/financial-information.

Medicover is a leading international healthcare and diagnostic services company and was founded in 1995. Medicover operates a large number of ambulatory clinics, hospitals, specialty-care facilities, laboratories and blood-drawing points and the largest markets are Poland, Germany, Romania and India. In 2024, Medicover had revenue of €2,092 million and more than 47,000 employees. For more information, go to www.medicover.com

CEO STATEMENT

In 2024, we have continued our impressive growth journey and capitalised on the significant growth investments in previous years. We focused on business as usual, meaning filling up capacity in the hospital network, enhancing operational efficiency, broadening our service offering and integrating facilities. We have seen a consistent increase in revenue, membership and service volume across divisions and geographies alongside a strong cash flow and expanding operating margins in both our divisions, which remain a key focus for us.

Both reporting segments significantly strengthened respective margins, which stemmed from increased scale, good cost and price management, with more efficiency and maturity in our network. Further increasing capacity utilisation is the key for continued margin expansion and we expect that to continue going forward.

Revenue for the quarter amounted to €555.8m (€461.9m), an increase of 20.3%, with organic growth at 18.6%.

EBITDA in the quarter increased by 10.2% to €73.2m (€66.4m), corresponding to a margin of 13.2% (14.4%). Remember that in the comparative fourth quarter 2023, we derecognised contingent consideration for past acquisitions in the income statement, which meant €6.9m lower central administrative costs in Q4 2023. Adjusted for €6.9m, as these costs are non-operational and one-off in nature, we had an EBITDA margin expansion of 27 basis points (bps) in the current quarter compared to last year, while at EBIT level margin expansion was a strong 157 bps, illustrating very well the operational leverage across the business as we grow scale and maturity.

Healthcare Services revenue grew by 21.3% to €393.4m (€324.4m) in the quarter, with an organic growth of 19.2%, whereof price representing approximately 8.5pp of this growth. At the end of the quarter the division had 1.8 million members, growing by 18 thousand new members in the quarter.

Healthcare Services EBITDA grew by 27.4% in the quarter to €59.0m (€46.2m), an EBITDA margin of 15.0% (14.3%). Operating profit (EBIT) margin increased even stronger, by 211 bps to 6.1% (4.0%), very well illustrating the strong development. The Polish businesses, mainly sports, ambulatory and fertility services as well as the Romanian businesses contributed to margin improvements.

Diagnostic Services revenue amounted to €169.2m (€143.1m) in the quarter, an increase of 18.3%, with an organic growth of 17.3%, with price representing approximately 4.4pp of this growth. The laboratory test volume increased strongly by 13.5% with 33.2 million tests performed in the quarter (29.3 million).

Diagnostic Services EBITDA amounted to €27.2m (€20.4m), an increase of 33.0%, an EBITDA margin of 16.1% (14.3%). Also here, operating profit (EBIT) margin expanded even stronger with 271 bps to 7.8% (5.1%), a very strong development. Increased test volume, cost management and efficiency contributed to margin expansion.

We continue to report very strong cash flow, with net cash from operating activities increasing 52% versus the prior year quarter to €64.2m.

In December we announced that we are evaluating a potential listing in India of our Indian hospital business to further support its growth ambitions. The evaluation is still in an early phase, and we expect the process to take 12-24 months. The evaluation is a testament to our confidence in the Indian market, and in the Indian business which we believe is well placed to grow with its current capacity. As a part of changed capital and management focus, we also announced that we have decided to leave Hungary and dispose of the insurance business in Hungary. It is a small and low margin business and is dilutive to the division's margins.

In 2025, we will continue to prioritise increased utilisation, operational efficiency, and sustainable growth.

We are favourably positioned to successfully achieve and exceed our three-year financial targets for 2025.

Financial targets for 2025:

• organic revenue in excess of €2.2bn
• an adjusted organic EBITDA in excess of €350m
• loans payable net of cash and liquid short-term investments/adjusted EBITDAaL ≤3.5x

Our cornerstone for sustained growth and profitability lies in our dedicated and exceptional workforce, who consistently deliver high-quality healthcare, diagnostic services, and back-office support. A heartfelt thank you to each one of you, with special recognition to our colleagues in Ukraine. Your unwavering commitment to supporting clients and achieving remarkable results in challenging circumstances is truly inspiring thank you!

Fredrik Rågmark

CEO

REVENUE FOURTH QUARTER 2024

Consolidated revenue amounted to €555.8m (€461.9m), up 20.3% with a strong organic growth of 18.6%.

Acquired revenue amounted to €5.6m. The Group continues to invest in greenfield infrastructure and an additional acquisition has been made in the clinical businesses in Germany.

In Poland, inflation remained elevated at 4.8% in Q4 2024, a minor increase from 4.5% reported in Q3 2024. Core inflation (net of food and energy prices) increased to 4.1% in Q4 2024 (compared to 3.9% in the previous quarter). The uncertainty related to the impact of unfreezing energy prices confirms the hawkish position of the central bank. Poland has continued to have low unemployment with a rate of 5.1% in December, slightly increasing (by 0.2pp) over the two prior months. Minimum salaries increased by 19.4% year-over-year. The substantial rise in Polish minimum wages during 2023/24 has placed increased pressure on labour costs within the corporate sector, which could, in some cases, result in workforce reductions. While some industries show slight weakening, the labour market appears to be absorbing the changes, leading to minimal impact on unemployment overall.

In Romania, unemployment decreased from 5.6% in Q3 2024 to 5.3% in November, along with wage growth in the corporate sector to 14.1% for October-November. Romanian inflation was 5.0% for Q4 2024, which was broadly stable quarterover-quarter, while increasing throughout the quarter.

At the end of 2024, Medicover has decided to exit the Hungarian market and to dispose of its insurance operations in Hungary. The health insurance business will be transferred to another

Hungarian health insurer and a transfer process has already been initiated in collaboration with the relevant authorities. The transaction is anticipated to be completed by mid-2025.

Foreign exchange fluctuations had a slightly positive impact of 0.6% relating to the significant strengthening of the Polish zloty, slightly offset with weakness mainly for the Ukrainian hryvna.

Healthcare Services revenue reached €393.4m (€324.4m), up 21.3%. Organic growth was strong at 19.2%, with price representing approximately 8.5pp of this growth.

Healthcare Services revenue Q4, €m

Acquired revenue amounted to €1.8m.

Members increased by 7.2% to 1,826K (1,704K), with an addition of 18K in the quarter.

FFS and other services overall have performed well which is more pronounced in some larger units, for example Medicover Sports in Poland and the hospital business in Romania. This is offset to some degree with lower growth in the Polish hospital business as well as fertility services, where there has been a shift from FFS to public funding resulting in increased growth in public funding.

	31 Dec 2024	31 Dec 2023
Medical clinics	184	180
Hospitals	42	40
Beds (commissioned)	6,277	5,7881)
Fertility clinics	18	30
Dental clinics	115	113
Dental chairs	742	721
Gyms	144	133
Other facilities	108	116
Members (thousands)	1,826	1,7042)

1) restated to reflect standardised measurement

2) restated to include private pay members only

In January, the hospital in the Begumpet district of Hyderabad (India) was closed and operations will move to the nearby Sangeet hospital to be opened in 2025.

Foreign exchange fluctuations had a positive impact of 1.6% relating to the significant strengthening of the Polish zloty.

Diagnostic Services revenue was €169.2m (€143.1m), an increase of 18.3%. Organic growth amounted to a strong 17.3%, with price representing approximately 4.4pp of this growth.

Diagnostic Services revenue Q4, €m

Acquired revenue amounted to €3.8m, related to a small general laboratory group in Berlin, a specialist genetic business in the Cologne area and a dialysis practice in the north-east of Germany.

FFS revenue increased through strong growth in volume of tests and price increases.

The laboratory test volume increased to 33.2 million (29.3 million), an increase of 13.5%. 0.5 million (-) basic low-priced tests were performed in Ukraine for the public health fund. As mentioned previously this activity was a trial in 2024 and will continue in 2025. Excluding these tests, the volume increase was 11.7%.

	31 Dec 2024	31 Dec 2023
Labs	117	118
BDPs	915	892
Clinics	32	27
Lab tests (million), Q4	33.2	29.3

A reform of changes in public pricing impacting the laboratory field was published in the second quarter 2024 by the German federal authority overseeing public tariffs (EBM) with no new funding. The reform is effective from January 2025 and largely reduces laboratory test reimbursement to reallocate the funds for reimbursement to ancillary services (sample transport, doctor fees, digital order entry and sample materials). This reweighting of existing funds will impact negatively certain laboratories and be neutral for others depending upon the mix of tests and specialisations of referring doctors. In addition, certain aspects of the reform will be decided at the Lander level. The full potential impact has been assessed, which will be slightly negative for Medicover, however compensating actions have been initiated to offset this and the expectation is that the remaining impact will not be material. The reform will however destabilise the industry to some degree and could even endanger the viability of some smaller independent doctor/laboratory practises.

Foreign exchange fluctuations had a negative impact of 1.7% with weakness for the Ukrainian hryvna, slightly offset with the strengthening for the Polish zloty.

REVENUE FULL YEAR 2024

Consolidated revenue amounted to €2,091.8m (€1,746.4m), up 19.8% with an organic growth of 16.7%.

Acquired revenue amounted to €21.5m.

Foreign exchange fluctuations had a positive impact of 2.1% relating to the significant strengthening of the Polish zloty, slightly offset with weakness mainly for the Ukrainian hryvna and the Indian rupee.

Healthcare Services revenue reached €1,458.7m (€1,197.7m), up 21.8% with a strong organic growth of 17.9%.

Members increased by 122K to 1,826K (1,704K) members at the end of the year.

	31 Dec 2024	31 Dec 2023
Medical clinics	184	180
Hospitals	42	40
Beds (commissioned)	6,277	5,7881)
Fertility clinics	18	30
Dental clinics	115	113
Dental chairs	742	721
Gyms	144	133
Other facilities	108	116
Members (thousands)	1,826	1,7042)

1) restated to reflect standardised measurement

2) restated to include private pay members only

Foreign exchange fluctuations had a positive impact of 3.7% due to the significant strengthening of the Polish zloty, slightly offset by the weakness mainly for the Indian rupee.

Diagnostic Services revenue amounted to €658.0m (€571.2m), up 15.2% with an organic growth of 14.0%.

The laboratory test volume was 136.2 million (119.2 million).

Acquired revenue amounted to €16.0m.

	31 Dec 2024	31 Dec 2023
Labs	117	118
BDPs	915	892
Clinics	32	27
Lab tests (million), FY	136.2	119.2

Foreign exchange fluctuations had a negative impact of 1.3% with weakness for the Ukrainian hryvna, slightly offset by the strengthening of the Polish zloty

Revenue from external customers, recognised over time as services are rendered, by segment, by payer and by country is disclosed in the following table. Funded revenue consists of revenue from insurance contracts as per IFRS 17.

	Q4	Q4		FY	FY
€m	2024	2023	Variance	2024	2023	Variance
Healthcare Services
Revenue	393.4	324.4		1,458.7	1,197.7
Inter-segment revenue	-1.1	-0.4		-2.2	-1.4
Revenue from external
customers	392.3	324.0	21.1%	1,456.5	1,196.3	21.8%
By payer:
Public	67.2	52.4	28.1%	237.9	178.9	32.9%
Private	325.1	271.6	19.8%	1,218.6	1,017.4	19.8%
Funded	120.9	101.1	19.6%	461.7	375.2	23.1%
Fee-For-Service (FFS)	141.2	122.4	15.4%	543.4	479.7	13.3%
Other services	63.0	48.1	31.2%	213.5	162.5	31.5%
By country:
Poland	262.3	213.5	22.9%	968.5	778.7	24.4%
India	53.0	48.0	10.5%	201.9	184.8	9.2%
Romania	44.3	32.6	35.9%	159.2	121.4	31.2%
Germany	14.5	13.1	10.5%	55.6	48.0	15.8%
Other countries	18.2	16.8	8.9%	71.3	63.4	12.5%
Diagnostic Services
Revenue	169.2	143.1		658.0	571.2
Inter-segment revenue	-5.8	-5.2		-23.0	-21.3
Revenue from external
customers	163.4	137.9	18.6%	635.0	549.9	15.5%
By payer:
Public	55.3	46.4	19.0%	216.9	184.4	17.6%
Private	108.1	91.5	18.3%	418.1	365.5	14.4%
Fee-For-Service (FFS)	104.5	88.7	18.0%	405.4	348.2	16.5%
Other services	3.6	2.8	28.4%	12.7	17.3	-26.7%
By country:
Germany	80.0	69.3	15.6%	314.5	274.0	14.8%
Romania	28.1	22.3	25.8%	110.1	93.4	17.8%
Poland	19.8	16.1	22.8%	75.4	60.1	25.4%
Ukraine	18.1	15.6	15.8%	69.5	61.2	13.5%
Other countries	17.4	14.6	19.8%	65.5	61.2	7.1%

PROFIT DEVELOPMENT FOURTH QUARTER 2024

Operating profit (EBIT) amounted to €23.3m (€19.0m), an operating margin of 4.2% (4.1%).

Net profit amounted to €7.4m (€8.6m), which represented a margin of 1.3% (1.9%). Total financial result amounted to €-13.0m (€-8.9m) of which €-15.1m (€-14.5m) was related to interest expense and commitment fees on the Group's debt and other discounted liabilities. Within the interest expense €-7.6m (€-6.3m) was related to lease liabilities. Foreign exchange gains were €0.9m (€4.5m) of which €0.2m (€8.2m) was related to euro-denominated lease liabilities mainly in Poland.

Basic/diluted earnings per share amounted to €0.058 (€0.078).

Consolidated EBITDA was €73.2m (€66.4m), growing by €6.8m, an EBITDA margin of 13.2% (14.4%). Adjusted EBITDA amounted to €78.2m (€68.3m) a margin of 14.1% (14.8%). The reduction in EBITDA margin and adjusted EBITDA margin relates to a derecognition of contingent consideration payables in the comparative quarter 2023. If this was excluded, the EBITDA margin in the current quarter would have increased by 0.3pp and the adjusted EBITDA margin would have increased by a strong 0.8pp, demonstrating the positive margin improvement.

EBITDAaL was €44.0m (€40.8m), a margin of 7.9% (8.8%). Adjusted EBITDAaL was €49.0m (€42.7m), a margin of 8.8% (9.2%). EBITDAaL and adjusted EBITDAaL margins for Q4 2023 were impacted by a derecognition of contingent consideration payables. If this was excluded, the EBITDAaL margin would have increased by 0.6pp and the adjusted EBITDAaL margin would have increased by a strong 1.1pp demonstrating the positive margin development.

Items affecting comparability

Acquisition related expenses were €-1.7m (€-0.2m).

Equity settled share-based payments charges relating to long-term performance-based share programmes were €-3.3m (€-1.7m).

In Q4 2023, contingent consideration payables of €6.9m were derecognised in administrative costs.

EBITDA for Healthcare Services grew by 27.4% to €59.0m (€46.2m), an EBITDA margin of 15.0% (14.3%). The Polish businesses, mainly sports, ambulatory and fertility services, as well as the Romanian businesses contributed to margin improvements. New hospital units in India (opened in Q3 2024) and the new hospital in Bucharest are loss making.

There was a significant decrease in the medical cost ratio (MCR) to revenue which amounted to 80.9% (84.2%). All major units contributed positively to this improvement with the key driver being scaling of activities within the existing units. The new Indian hospitals opened in the second half of the year and Polish hospitals slightly offset this positive impact. Utilisation was higher in the employer paid business as well as in the sports/wellness business.

EBITDAaL was €37.1m (€27.1m), an increase of €10.0m with favourable margin growth to 9.4% (8.4%).

Medicover Hospitals India (MHI) has opened five major hospitals in the past two and a half years, whereof two in the previous quarter. Additionally, a large greenfield hospital opened in Bucharest in Q2 2023. These six facilities resulted in an EBITDAaL loss of €-3.3m with two of the hospitals in India being profitable/at break even during the quarter. Bringing this EBITDAaL to break even is equivalent to an additional 0.9pp EBITDAaL margin for the segment.

The margins in the established inpatient facilities in Poland slightly decreased due to a timing effect in passing the cost inflation onto the customers. The Cluj hospital (Romania) had positive EBITDA and EBITDAaL, however still slightly margin dilutive to the overall segment. The performance of the former general hospital in Bucharest, repurposed to provide dedicated women and child services, continued to improve with increasing occupancy.

Medicover Sports continues to develop well with market share growth and good demand for sports benefits packages. These are sold alongside Medicover healthcare benefits to the same employer base. The integration of the acquired gyms has progressed well and has been margin supportive, the integration projects will run into 2025.

Medicover has been awarded contracts totaling approximately €10m (PLN 41m) for 2024 under the Polish Health Ministry for public financing of fertility services. The funds have been available since June 2024 and have been supportive of revenue and margins. This 5-year programme provides stability of long-term funding.

Operating profit increased to €23.9m (€12.8m), with a solid progression in margin increase to 6.1% (4.0%).

EBITDA for Diagnostic Services was €27.2m (€20.4m), an EBITDA margin of 16.1% (14.3%).

EBITDAaL was €20.0m (€14.0m), a margin of 11.8% (9.9%).

The segment has performed strongly. Profit contribution has increased due to good volume growth across all activities and countries. Privately paid demand has been strong in all markets, including Germany. Volume increases have supported profit improvement with contribution margin. Efficiency programmes in several markets have contributed to increased margins.

Operating profit was €13.2m (€7.2m), a margin of 7.8% (5.1%), Germany and Poland being the main contributors to the margin expansion.

PROFIT DEVELOPMENT FULL YEAR 2024

Operating profit (EBIT) was €70.3m (€61.4m) with an operating margin of 3.4% (3.5%) impacted by an impairment charge of €-16.4m. The EBIT margin, excluding the impairment charge and the derecognised contingent consideration of €10.9m in 2023, increased by 1.2pp.

Net profit amounted to €14.6m (€18.4m), a margin of 0.7% (1.1%). Other income/(costs) was €0.4m (€8.0m). Total financial result amounted to €-50.6m (€-45.9m) of which €-58.8m (€-51.4m) was mainly related to interest expense. Within the interest expense €-27.8m (€-24.6m) was related to lease liabilities. Foreign exchange gains were €3.4m (€1.1m) of which €2.6m (€9.6m) was related to euro-denominated lease liabilities mainly in Poland.

The Group has recognised an income tax charge of €-5.5m (€-5.2m) which corresponds to an effective tax rate of 27.4% (21.8%).

Basic/diluted earnings per share amounted to €0.112 (€0.118).

Consolidated EBITDA was €284.9m (€243.8m), an EBITDA margin of 13.6% (14.0%). Adjusted EBITDA was €300.0m (€253.9m), a margin of 14.3% (14.5%). EBITDA and adjusted EBITDA margins for 2023 were impacted by a derecognition of contingent consideration payables. If this was excluded, the EBITDA margin for the year would have increased by 0.3pp and the adjusted EBITDA margin would have increased by 0.4pp, demonstrating the positive margin improvement.

EBITDAaL was €173.0m (€144.9m), a margin of 8.3% (8.3%). Adjusted EBITDAaL amounted to €188.1m (€155.0m), a margin of 9.0% (8.9%). EBITDAaL and adjusted EBITDAaL margins for 2023 were impacted by a derecognition of contingent consideration payables. If this was excluded, the EBITDAaL margin would have increased by 0.6pp and the adjusted EBITDAaL

margin would have increased by 0.7pp demonstrating the positive margin development.

Items affecting comparability

Acquisition related expenses were €-2.9m (€-0.7m).

Equity settled share-based payments charges relating to long-term performance-based share programmes were €-12.2m (€-9.4m).

A goodwill impairment of €-16.4m relating to the fertility services in Scandinavia and the dental business in Germany was recognised in administrative costs during Q3, not impacting the reported results of the segments. The fertility business had not grown at the rates foreseen in the original investment decision and one unit was closed to rationalise the activities and manage costs. The dental business (invested in Q4 2022) faced a difficult start with a lower level of staff and consequently revenue for the business in Berlin due to the protracted acquisition process. This has now stabilised and is growing however it has taken longer than expected to return to the original business case starting point.

In Q3 and Q4 2023, contingent consideration payables of €10.9m were derecognised in administrative costs.

In Q1 2023 the Belarus business was disposed and a gain of €7.8m was recognised in other income/(costs) and €-4.8m of accumulated translation differences were recycled to other financial income/(expense).

EBITDA for Healthcare Services expanded very strongly to €217.1m (€171.8m), an EBITDA margin of 14.9% (14.3%).

EBITDAaL was €133.5m (€98.6m), a margin of 9.2% (8.2%).

Operating profit amounted to €76.3m (€44.9m), a margin of 5.2% (3.7%).

EBITDA for Diagnostic Services grew strongly to €110.7m (€88.1m), an EBITDA margin of 16.8% (15.4%).

EBITDAaL was €82.7m (€62.7m), a margin of 12.6% (11.0%).

Operating profit amounted to €56.1m (€35.1m), a margin of 8.5% (6.2%).

KEY FINANCIAL DATA

Revenue 555.8 461.9 20% 2,091.8 1,746.4 20% Operating profit (EBIT) 23.3 19.0 23% 70.3 61.4 15% Operating profit margin 4.2% 4.1% 3.4% 3.5% Net profit 7.4 8.6 -14% 14.6 18.4 -21% Net profit margin 1.3% 1.9% 0.7% 1.1% Basic/diluted earnings per share, € 0.058 0.078 -26% 0.112 0.118 -5% EBITDA 73.2 66.4 10% 284.9 243.8 17% EBITDA margin 13.2% 14.4% 13.6% 14.0% Adjusted EBITDA 78.2 68.3 15% 300.0 253.9 18% Adjusted EBITDA margin 14.1% 14.8% 14.3% 14.5% EBITDAaL 44.0 40.8 8% 173.0 144.9 19% EBITDAaL margin 7.9% 8.8% 8.3% 8.3% Adjusted EBITDAaL 49.0 42.7 15% 188.1 155.0 21% Adjusted EBITDAaL margin 8.8% 9.2% 9.0% 8.9% EBITA 27.1 23.3 16% 104.7 82.6 27% EBITA margin 4.9% 5.1% 5.0% 4.7% Adjusted EBITA 32.1 25.2 28% 119.8 92.7 29% Adjusted EBITA margin 5.8% 5.5% 5.7% 5.3% EBITAaL 19.5 17.0 14% 76.9 58.0 33% EBITAaL margin 3.5% 3.7% 3.7% 3.3% Adjusted EBITAaL 24.5 18.9 30% 92.0 68.1 35% Adjusted EBITAaL margin 4.4% 4.1% 4.4% 3.9% Healthcare Services, €m Revenue 393.4 324.4 21% 1,458.7 1,197.7 22% Operating profit (EBIT) 23.9 12.8 86% 76.3 44.9 70% Operating profit margin 6.1% 4.0% 5.2% 3.7% EBITDA 59.0 46.2 27% 217.1 171.8 26% EBITDA margin 15.0% 14.3% 14.9% 14.3%	Medicover, €m	Oct-Dec 2024	Oct-Dec 2023	Variance	Jan-Dec 2024	Jan-Dec 2023	Variance
	EBITDAaL	37.1	27.1	37%	133.5	98.6	35%
EBITDAaL margin 9.4% 8.4% 9.2% 8.2%
Adjusted EBITDAaL 37.1 27.6 34% 133.5 101.5 32%
Adjusted EBITDAaL margin 9.4% 8.5% 9.2% 8.5%
EBITA 26.7 16.0 66% 90.7 62.4 45%
EBITA margin 6.8% 5.0% 6.2% 5.2%
Members (period end) (000's) 1,826 1,704 7% 1,826 1,704 7%
Diagnostic Services, €m
Revenue 169.2 143.1 18% 658.0 571.2 15%
Operating profit (EBIT) 13.2 7.2 81% 56.1 35.1 60%
Operating profit margin 7.8% 5.1% 8.5% 6.2%
EBITDA 27.2 20.4 33% 110.7 88.1 26%
EBITDA margin 16.1% 14.3% 16.8% 15.4%
EBITDAaL 20.0 14.0 42% 82.7 62.7 32%
EBITDAaL margin 11.8% 9.9% 12.6% 11.0%
Adjusted EBITDAaL 20.0 14.5 38% 82.7 65.2 27%
Adjusted EBITDAaL margin 11.8% 10.2% 12.6% 11.4%
EBITA 14.1 8.4 68% 59.6 38.9 53%
EBITA margin 8.3% 5.9% 9.1% 6.8% Lab tests (period volume) (m) 33.2 29.3 14% 136.2 119.2 14%

CASH FLOW

Fourth quarter

Cash generated from operations before working capital changes increased by 30.7%, amounting to €69.8m (€53.6m) and 95.4% of EBITDA (80.4%). Tax paid was €7.1m (€9.1m). Net working capital increased by €5.6m (€11.1m). Net cash from operating activities was €64.2m (€42.5m).

Investments in property, plant and equipment and intangible assets amounted to €40.7m (€36.6m) with approximately 62% being growth capital investment and 38% being maintenance investment. €26.9m (€26.7m) was invested in Healthcare Services and €13.8m (€9.9m) in Diagnostic Services.

Acquisition of non-controlling interests amounted to €-56.7m (€-0.9m) of which €56.7m related to shares in a sports business in Poland.

Net loans drawn amounted to €75.0m (€42.4m). Lease liabilities repaid were €18.6m (€17.0m). Interest paid amounted to €20.0m (€16.4m), of which €7.6m (€6.3m) related to lease liabilities.

Cash and cash equivalents increased by €3.8m to €69.8m.

The free recurring cash flow more than tripled to €19.4m (€6.0m), being 3.5% of revenue (1.3%).

Full year

Cash generated from operations before working capital changes increased by 27.7%, amounting to €279.9m (€219.4m), being 98.3% of EBITDA (89.9%). Tax paid was €19.2m (€28.8m). Net working capital increased by €18.0m (€14.4m). Net cash from operating activities was €261.9m (€205.0m).

Investments in property, plant and equipment and intangible assets amounted to €122.3m (€110.5m) with approximately 66% being growth capital investment and 34% being maintenance investment. This is running at a slightly lower pace than prior year, being 5.8% (6.3%) of revenue. €86.1m (€81.0m) was invested in Healthcare Services and €36.2m (€29.5m) in Diagnostic Services. Of the total €13.2m was invested in the two greenfield hospitals opened during the year in India. Payment for acquisitions of subsidiaries (net of cash acquired) amounted to €18.1m (€19.6m) and relates to acquisitions closed in the year and payments for earlier closed transactions.

Acquisition of non-controlling interests amounted to €-83.4m (€-4.6m) of which €56.7m related to shares in a sports business in Poland, €15.8m to shares in a German laboratory and €6.9m to shares in a subsidiary specialising in genetic testing.

Net loans drawn amounted to €129.8m (€64.6m). Lease liabilities repaid were €74.2m (€65.5m), being 3.5% (3.8%) of revenue. Interest paid amounted to €59.4m (€46.5m), of which €27.8m (€24.6m) related to lease liabilities. A dividend of €-18.0m (€-17.9m) was distributed to shareholders.

Cash and cash equivalents increased by €19.2m to €69.8m.

The free recurring cash flow increased by 50% to €107.8m (€71.8m), being 5.2% of revenue (4.1%).

FINANCIAL POSITION

Consolidated equity as at 31 December 2024 amounted to €489.3m (€528.3m). Total equity attributable to owners of the parent includes a negative movement of €57.6m mainly related to the acquisition of non-controlling interests in a sports business in Poland. A dividend of €-18.0m (€-17.9m) was distributed to shareholders, equivalent to €0.12 (€0.12) per share.

Other comprehensive income includes a positive translation exchange rate movement of €12.0m mainly relating to the strengthening of the Polish zloty and the Indian rupee.

Goodwill amounted to €524.1m (€517.0m). The change is mainly the net of recognised goodwill amounting to €18.2m for seven minor acquisitions in both segments and an impairment charge of €-16.4m (fertility business in Scandinavia of €-9.8m and dental business in Germany of €-6.6m).

Inventories amounted to €69.1m (€59.4m).

Short-term investments were €10.7m (€8.9m), representing short tenor EU government bonds.

Loans payable amounted to €721.8m (€564.9m), an increase of €156.9m. In May 2024, the Group made a schuldschein issue (a German private placement debt instrument) under its social financing framework. €45m was issued and received in euro-denominated tranches with maturity of 4 years at fixed and floating rates. €29.5m of previously received schuldschein loan was repaid in the fourth quarter.

During the year, Medicover entered into additional loan facilities of €150.0m, which were fully drawn at year end with maturities ranging from 2.5-5 years.

Furthermore, €25.7m of the increase in loans payable relates to a deferred consideration payable for the acquisition of non-controlling interests in a German laboratory business.

Other financial liabilities amounted to €65.1m (€113.1m) a reduction of €48.0m mainly relating to extinguished and exercised put-option liquidity obligations.

At the end of the quarter, the Group has undrawn committed credit facilities of €315.0m, liquid shortterm investments and cash and cash equivalents of €80.5m, totalling to €395.5m (€299.7m).

Loans payable net of cash and liquid short-term investments amounted to €641.3m (€505.2m), an increase of €136.1m. The ratio of loans payable net of cash and liquid short-term investments to adjusted EBITDAaL for the year was 3.4x (3.3x level at year-end 2023).

Lease liabilities amounted to €517.1m (€438.8m). The increase is mainly due to additional units, extension of leases, business combinations added over the year and indexation of existing contracts.

The total financial debt was €1,238.9m (€1,003.7m).

PARENT COMPANY

There was no significant revenue. The profit for the year amounted to €23.8m (€16.1m). At 31 December 2024 €139.5m (€102.0m) has been utilised under the social commercial paper programme. The proceeds of the programme have been lent to the Company's subsidiary on the same maturity as the programme drawings. Equity as at 31 December 2024 was €641.8m (€624.0m).

In the parent company, the accounting principle for equity settled share-based payments has changed and the income statements and balance sheets for prior periods have been restated, refer to note 1.

DIVIDEND

The board of directors proposes to the annual general meeting that a dividend of €0.15 (€0.12) per share is distributed for the financial year 2024. The decision is subject to the shareholders' approval at the annual general meeting on 29 April 2025.

The proposed dividend is 134% of the net profit, and in excess of the stated dividend policy,

corresponding to a total of €22.5m. The board of directors are of the opinion the company's financial position and future development will be able to sustain the increase in dividend payout. If the proposal is accepted, the expected record date for the dividend will be 2 May and the dividend is expected to be paid out by Euroclear on 9 May.

RISKS

The Group's business is exposed to risks that could impact its operations, performance or financial position. Management of these risks enables Medicover to execute its strategy, maintain its ethical reputation, reach financial targets and secure continuous development and profitability in the long term. Group entities monitor and manage risks in its operations. In addition, the Group has a centralised risk management process, which is a systematic and structured framework used to identify, assess, measure, mitigate, monitor and report risks. Identified risks are categorised as follows:

Operational risks – such as ability to recruit and retain staff, armed conflict, clinical license, certification and accreditation risk, clinical quality, health data loss, insurance risk, IT systems failure, market risk and natural disaster/force majeure.

Strategy and M&A risks – such post-acquisition integration risk.

Financial risks – such as credit risk, foreign currency risk, interest rate risk and liquidity and refinancing risk.

Legal, compliance and political risks – such as anti-bribery/corruption risk and political risk.

Environmental risks – such as climate change (outside-in) and environmental risk and climate change (inside-out).

Further information on risks and risk management is available in the annual report 2023, section 'Risks and risk management' (pages 86-94)

The board of directors and the CEO declare that the year-end report for January-December 2024 gives a fair overview of the parent company´s and Group´s operations, financial position and results of operations and describes significant risks and uncertainties facing the parent company and companies included in the Group.

Stockholm on 12 February 2025

Fredrik Stenmo Chairman of the board

Peder af Jochnick Anne Berner Arno Bohn Board member Board member Board member

Board member Board member Board member

Sonali Chandmal Michael Flemming Margareta Nordenvall

Fredrik Rågmark Azita Shariati CEO and board member Board member

This report has not been subject to review by the Company's auditor.

This is information that Medicover AB is obliged to make public pursuant to the EU Market Abuse Regulation and the Securities Markets Act. The information was submitted for publication through the agency of the contact person set out below at 7.45 (CET) on 12 February 2025. This year-end report and other information about Medicover is available at medicover.com.

Financial calendar

Annual report week 13 2025 Interim report January-March 29 April 2025, 7.45 CEST Annual general meeting 29 April 2025 Interim report April-June 24 July 2025, 7.45 CEST Interim report July-September 5 November 2025, 7.45 CET

For further information, please contact:

Hanna Bjellquist, Head of Investor Relations Phone: +46 70 303 32 72 E-mail: hanna.bjellquist@medicover.com

Conference call: A conference call for analysts and investors will be held today at 09.30 CET. If you wish to participate via webcast please register here. Via the webcast you can ask written questions. If you wish to participate via teleconference, please register here. After registration you will be provided phone numbers and a conference ID to access the conference. You can ask questions verbally via the teleconference.

Address

Medicover AB (publ) (Org nr: 559073-9487) P.O. Box 5283, SE-102 46 Stockholm Visiting address: Riddargatan 12A, SE-114 35 Stockholm, Sweden Phone: +46 8 400 17 600

This report may contain certain forward-looking statements and opinions. Forward-looking statements are statements that do not relate to historical facts and events and such statements and opinions pertaining to the future. Forward-looking statements are based on current estimates and assumptions made according to the best of Medicover's knowledge. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause the actual results, including Medicover's cash flow, financial position and results of operations, to differ materially from the results, or fail to meet expectations expressly or implicitly assumed or described in those statements or to turn out to be less favourable than the results expressly or implicitly assumed or described in those statements.

In light of the risks, uncertainties and assumptions associated with forward-looking statements, it is possible that the future events mentioned in this presentation may not occur. Actual results, performance or events may differ materially from those in such statements due to, without limitation, changes in general economic conditions, in particular economic conditions in the markets on which Medicover operates, changes affecting interest rate levels, changes affecting currency exchange rates, changes in competition levels, changes in laws and regulations, and occurrence of accidents or environmental damages.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.

CONDENSED FINANCIAL STATEMENTS

CONSOLIDATED INCOME STATEMENT

€m	Oct-Dec 2024	Oct-Dec 2023	Jan-Dec 2024	Jan-Dec 2023
Revenue	555.8	461.9	2,091.8	1,746.4
Operating expenses
Medical provision costs	-435.1	-375.9	-1,643.5	-1,387.0
Gross profit	120.7	86.0	448.3	359.4
Distribution, selling and marketing costs	-26.5	-21.5	-97.8	-77.9
Administrative costs	-70.9	-45.5	-280.2	-220.1
Operating profit (EBIT)	23.3	19.0	70.3	61.4
Other income/(costs)	0.1	0.3	0.4	8.0
Interest income	1.2	1.1	4.8	4.4
Interest expense	-15.1	-14.5	-58.8	-51.4
Other financial income/(expense)	0.9	4.5	3.4	1.1
Total financial result	-13.0	-8.9	-50.6	-45.9
Share of profit of associates	-	-	0.0	0.1
Profit before income tax	10.4	10.4	20.1	23.6
Income tax	-3.0	-1.8	-5.5	-5.2
Profit for the period	7.4	8.6	14.6	18.4
Profit attributable to:
Owners of the parent	8.6	11.6	16.7	17.6
Non-controlling interests	-1.2	-3.0	-2.1	0.8
Profit for the period	7.4	8.6	14.6	18.4
Earnings per share:
Basic/diluted, €	0.058	0.078	0.112	0.118

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

€m	Oct-Dec 2024	Oct-Dec 2023	Jan-Dec 2024	Jan-Dec 2023
Profit for the period	7.4	8.6	14.6	18.4
Other comprehensive income/(loss):
Items that may be reclassified subsequently to income statement:
Exchange differences on translating foreign
operations	10.2	23.0	12.0	31.0
Cash flow hedge	-0.1	-1.6	-0.4	-1.0
Income tax relating to these items	0.2	-0.2	0.2	-0.2
Other comprehensive income/(loss) for the
period, net of tax	10.3	21.2	11.8	29.8
Total comprehensive income/(loss) for the period	17.7	29.8	26.4	48.2
Total comprehensive income/(loss) attributable
to:
Owners of the parent	17.5	33.5	27.6	47.7
Non-controlling interests	0.2	-3.7	-1.2	0.5
Total comprehensive income/(loss) for the
period	17.7	29.8	26.4	48.2

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

€m	31 Dec 2024	31 Dec 2023
ASSETS
Non-current assets Goodwill	524.1	517.0
Other intangible assets	133.2	122.2
Property, plant and equipment	492.1	464.1
Right-of-use assets	483.7	411.6
Deferred tax assets	39.7	27.3
Investments in associates	0.7	0.8
Other receivables	1.2	0.6
Other financial assets	16.8	16.4
Total non-current assets	1,691.5	1,560.0
Current assets
Inventories	69.1	59.4
Other financial assets	2.3	4.7
Trade and other receivables	294.8	257.5
Short-term investments	10.7	8.9
Cash and cash equivalents	69.8	50.8
Total current assets	446.7	381.3
Total assets	2,138.2	1,941.3
EQUITY
Equity attributable to owners of the parent	464.8	496.5
Non-controlling interests	24.5	31.8
Total equity	489.3	528.3
LIABILITIES
Non–current liabilities
Loans payable	543.1	406.4
Lease liabilities	437.5	368.2
Deferred tax liabilities	34.9	41.2
Provisions	2.4	2.2
Other financial liabilities	64.7	94.4
Total non-current liabilities	1,082.6	912.4
Current liabilities
Loans payable	178.7	158.5
Lease liabilities	79.6	70.6
Deferred revenue	14.0	9.8
Insurance contract liability	28.5	25.1
Corporate tax payable	15.7	13.3
Other financial liabilities	0.4	18.7
Trade and other payables	249.4	204.6
Total current liabilities	566.3	500.6
Total liabilities	1,648.9	1,413.0
Total equity and liabilities	2,138.2	1,941.3

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

					Non				Total equity
					controlling				attributable	Non
	Share	Treasury	Share	Retained	interests put	Translation	Hedging	Other	to owners of	controlling	Total
€m	capital	shares	premium	earnings	option reserve	reserve	reserve	reserves	the parent	interests	equity
Opening balance as at 1 January 2023	30.4	-0.6	458.6	124.9	-96.3	-66.7	1.3	20.8	472.4	36.1	508.5
Profit for the period	-	-	-	17.6	-	-	-	-	17.6	0.8	18.4
Other comprehensive income/(loss)	-	-	-	-	-	31.1	-1.0	-	30.1	-0.3	29.8
Total comprehensive income/(loss) for the period	-	-	-	17.6	-	31.1	-1.0	-	47.7	0.5	48.2
Transactions with owners
Issue of shares	0.3	-	-	-	-	-	-	-	0.3	-	0.3
Acquisition of treasury shares	-	-0.3	-	-	-	-	-	-	-0.3	-	-0.3
Business combinations	-	-	-	-	-	-	-	-	-	-0.8	-0.8
Changes in interests in subsidiaries	-	-	-	-1.1	-	-	-	-	-1.1	-2.2	-3.3
Distribution of dividend in non-controlling interests	-	-	-	-	-	-	-	-	-	-0.1	-0.1
Changes in put option and liquidity obligation with non
controlling interests	-	-	-	-	-13.5	-	-	-	-13.5	-1.7	-15.2
Dividend	-	-	-	-17.9	-	-	-	-	-17.9	-	-17.9
Distribution of performance shares to employees	-	0.1	-0.1	5.0	-	-	-	-5.0	-	-	-
Share-based payments	-	-	-	-	-	-	-	8.9	8.9	-	8.9
Total transactions with owners	0.3	-0.2	-0.1	-14.0	-13.5	-	-	3.9	-23.6	-4.8	-28.4
Closing balance as at 31 December 2023	30.7	-0.8	458.5	128.5	-109.8	-35.6	0.3	24.7	496.5	31.8	528.3
Opening balance as at 1 January 2024	30.7	-0.8	458.5	128.5	-109.8	-35.6	0.3	24.7	496.5	31.8	528.3
Profit for the period	-	-	-	16.7	-	-	-	-	16.7	-2.1	14.6
Other comprehensive income/(loss)	-	-	-	-	-	11.3	-0.4	-	10.9	0.9	11.8
Total comprehensive income/(loss) for the period	-	-	-	16.7	-	11.3	-0.4	-	27.6	-1.2	26.4
Transactions with owners
Business combinations	-	-	-	-	-	-	-	-	-	0.2	0.2
Changes in interests in subsidiaries	-	-	-40.4	-57.6	44.9	-	-	-	-53.1	-6.1	-59.2
Share capital increase / distribution of dividend in non
controlling interests	-	-	-	0.0	-	-	-	-	0.0	-0.2	-0.2
Changes in put option and liquidity obligation with non
controlling interests	-	-	-	-	-0.2	-	-	-	-0.2	-	-0.2
Dividend	-	-	-	-18.0	-	-	-	-	-18.0	-	-18.0
Distribution of performance shares to employees	-	0.1	-0.1	3.9	-	-	-	-3.9	-	-	-
Share-based payments	-	-	-	0.0	-	-	-	12.0	12.0	-	12.0
Total transactions with owners	-	0.1	-40.5	-71.7	44.7	-	-	8.1	-59.3	-6.1	-65.4
Closing balance as at 31 December 2024	30.7	-0.7	418.0	73.5	-65.1	-24.3	-0.1	32.8	464.8	24.5	489.3

CONSOLIDATED CASH FLOW STATEMENT

€m	Oct-Dec 2024	Oct-Dec 2023	Jan-Dec 2024	Jan-Dec 2023
Profit before income tax	10.4	10.4	20.1	23.6
Adjustments for:
Depreciation, amortisation and impairment	49.9	47.4	214.6	182.4
Share-based payments	3.3	1.7	12.2	9.4
Net interest expense	13.9	13.4	54.0	47.0
Unrealised foreign exchange (gain)/loss	-0.9	-4.9	-1.7	-6.5
Other non-cash transactions	0.3	-5.3	-0.1	-7.7
Income tax paid	-7.1	-9.1	-19.2	-28.8
Cash generated from operations before working capital
changes	69.8	53.6	279.9	219.4
Changes in operating assets and liabilities:
Increase in inventories	-1.0	-5.5	-8.2	-5.1
Increase in trade and other receivables	-19.9	-14.7	-53.3	-29.1
Increase in trade and other payables	15.3	9.1	43.5	19.8
Net cash from operating activities	64.2	42.5	261.9	205.0
Investing activities:
Payment for acquisition of intangible assets and property,
plant and equipment	-40.7	-36.6	-122.3	-110.5
Proceeds from disposal of intangible assets and property,
plant and equipment	0.3	0.2	2.2	1.4
Payment for acquisition of subsidiaries, net of cash
acquired	0.0	-3.2	-18.1	-19.6
Disposal of subsidiaries, net of cash	-	0.4	0.1	14.0
Dividends received from associates	0.0	-	0.3	0.1
Payment of loans granted	-	-7.6	-0.2	-7.6
Repayment of loans granted	0.1	0.0	0.3	0.1
Payment for financial assets	-12.0	-5.6	-25.6	-21.0
Proceeds from financial assets	10.7	4.2	23.3	19.4
Interest received	1.9	1.0	5.3	3.9
Net cash used in investing activities	-39.7	-47.2	-134.7	-119.8
Financing activities:
Issue of shares, net of transaction costs	-	0.3	-	0.3
Acquisition of treasury shares	-	-0.3	-	-0.3
Acquisition of non-controlling interests	-56.7	-0.9	-83.4	-4.6
Repayment of loans	-193.4	-128.8	-755.0	-397.3
Proceeds from loans received	268.4	171.2	884.8	461.9
Repayment of leases	-18.6	-17.0	-74.2	-65.5
Interest paid	-20.0	-16.4	-59.4	-46.5
Dividend paid	-	-	-18.0	-17.9
Distribution to non-controlling interests	-0.4	-3.3	-2.8	-3.8
Net cash from/(used in) financing activities	-20.7	4.8	-108.0	-73.7
Total cash flow	3.8	0.1	19.2	11.5
Cash and cash equivalents
Cash balance as at beginning of the period	65.0	52.5	50.8	40.4
Net effects of exchange gain/(loss) on cash balances	1.0	-1.8	-0.2	-1.1
Cash balance as at end of the period	69.8	50.8	69.8	50.8
Increase in cash and cash equivalents	3.8	0.1	19.2	11.5

PARENT COMPANY INCOME STATEMENT

€m	Oct-Dec 2024	Oct-Dec 20231)	Jan-Dec 2024	Jan-Dec 20231)
Revenue	0.4	0.5	1.0	0.9
Operating expenses	-2.5	-2.7	-6.9	-7.2
Operating loss	-2.1	-2.2	-5.9	-6.3
Income from participation in group companies	2.0	22.1	26.0	24.4
Interest income from group companies	2.2	0.0	9.1	0.2
Interest expense	-1.4	-0.8	-5.4	-2.4
Other financial income	0.0	0.1	0.0	0.2
Profit after financial items	0.7	19.2	23.8	16.1
Income tax	-	-	-	-
Profit for the period	0.7	19.2	23.8	16.1

As the profit for the period corresponds with the amount in total comprehensive income, no separate statement of comprehensive income is presented.

PARENT COMPANY BALANCE SHEET

€m	31 Dec 2024	31 Dec 20231)
Property, plant and equipment	0.0	0.0
Investments in subsidiaries	546.7	538.7
Total non-current assets	546.7	538.7
Current receivables	238.3	192.8
Cash and bank	0.0	0.0
Total current assets	238.3	192.8
Total assets	785.0	731.5
Restricted equity	30.7	30.7
Non-restricted equity	611.1	593.3
Total equity	641.8	624.0
Current liabilities	143.2	107.5
Total liabilities	143.2	107.5
Total equity and liabilities	785.0	731.5
1) Restated due to change in the accounting principle for equity settled share-based payments, refer to note 1.

NOTES

1. Basis of preparation and accounting policies

Basis of preparation

Medicover AB (publ) ("the Company") together with its subsidiaries are referred to as "the Group". Medicover AB (publ) is a company domiciled in Sweden, with its head office in Stockholm. The reporting and functional currency of the Company is the euro.

This year-end report has been prepared in accordance with IAS 34 Interim Financial Reporting and should be read together with the Group's consolidated financial statements 2023.

The report does not include all disclosures that would otherwise be required in a complete set of financial statements. Information on pages 1-17 is an integral part of this report.

Accounting policies, use of estimates and judgements

The Group applies the International Financial Reporting Standards ("IFRS") as adopted by the European Union.

The Group is subject to the global minimum top-up tax under Pillar Two legislation. These rules entail a global minimum effective tax rate of 15% on income arising in low-tax jurisdictions. Under Pillar Two Medicover AB shall apply the Income Inclusion Rules to its subsidiaries and its subsidiaries may be subjected to a domestic minimum top-up tax. The Group will apply the OECD transitional CbCR safe harbour to all of its subsidiaries, hence no Pillar Two tax was recognised in 2024. The Group will apply the temporary mandatory exemption not to recognise deferred tax related to Pillar Two.

Some amendments to existing IFRS standards became applicable as from 1 January 2024, however none of these have a material impact on the consolidated financial statements. Apart from above, the accounting policies and methods of computation applied in this report are the same as those applied by the Group in its consolidated financial statements 2023.

No amendments to standards that are effective as from 1 January 2025 are expected to have a

material impact on the consolidated financial statements when applied for the first time.

The preparation of interim reports requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Group's accounting policies. Refer to the Group's consolidated financial statements 2023 for further information on the use of estimates and judgements.

The parent company applies the Swedish Annual Accounts Act and the Swedish Corporate Reporting Board's Recommendation RFR 2 Accounting for Legal Entities.

In the parent company, the accounting principle for equity settled share-based payments has changed and the income statements and balance sheets for prior periods have been restated. Previously, the parent company (the settling entity) has expensed the full value of the Group's equity settled sharebased payments in the income statement. As from June 2024, the value of the equity instrument, which is offered to employees of other group entities, is recognised as a capital contribution to the subsidiary. Any recharge is accounted for as a reduction in the carrying amount of the investment and any amount received in excess of the capital contribution previously recognised as investments in subsidiaries is accounted for as a distribution from subsidiaries. As of 31 December 2023, the restatement impacted the balance sheet with an increase of investments in subsidiaries and equity of €23.9m. The impact on the income statement for 2023 is a reduction in operating expenses of €8.8m, a reduction in income from participation in group companies of €4.9m and an increase in profit for the year of €3.9m.

Alternative performance measures (APMs) are presented in this year-end report since these are considered as important supplemental measures of the Company's performance. For definition and reconciliation of APMs, refer to www.medicover.com.

2. Segment information

		Oct-Dec	2024		Oct-Dec 2023
€m	Healthcare Services	Diagnostic Services	Central/ other	Group total	Healthcare Services	Diagnostic Services	Central/ other	Group total
Revenue	393.4	169.2	0.1		324.4	143.1	0.2
Inter-segment revenue	-1.1	-5.8	0.0		-0.4	-5.2	-0.2
Revenue from external customers	392.3	163.4	0.1	555.8	324.0	137.9	0.0	461.9
By payer:
Private	325.1	108.1	0.1	433.3	271.6	91.5	0.0	363.1
Public	67.2	55.3	0.0	122.5	52.4	46.4	0.0	98.8
By country:
Poland	262.3	19.8	0.0	282.1	213.5	16.1	0.0	229.6
Germany	14.5	80.0	-	94.5	13.1	69.3	-	82.4
Romania	44.3	28.1	-	72.4	32.6	22.3	-	54.9
India	53.0	-	0.1	53.1	48.0	-	-	48.0
Ukraine	2.1	18.1	-	20.2	2.1	15.6	-	17.7
Other countries	16.1	17.4	0.0	33.5	14.7	14.6	0.0	29.3
Operating profit	23.9	13.2	-13.8	23.3	12.8	7.2	-1.0	19.0
Margin	6.1%	7.8%		4.2%	4.0%	5.1%		4.1%
Depreciation, amortisation and impairment	35.1	14.0	0.8	49.9	33.4	13.2	0.8	47.4
EBITDA	59.0	27.2	-13.0	73.2	46.2	20.4	-0.2	66.4
Margin	15.0%	16.1%		13.2%	14.3%	14.3%		14.4%
Right-of-use depreciation/impairment	-15.4	-6.1	-0.1	-21.6	-13.7	-5.5	-0.1	-19.3
Interest on lease liabilities	-6.5	-1.1	0.0	-7.6	-5.4	-0.9	0.0	-6.3
Segment result: EBITDAaL	37.1	20.0	-13.1	44.0	27.1	14.0	-0.3	40.8
Margin	9.4%	11.8%		7.9%	8.4%	9.9%		8.8%
Other income/(costs)				0.1				0.3
Net interest expense				-13.9				-13.4
Other financial income/(expense)				0.9				4.5
Share of profit of associates				-				-
Income tax				-3.0				-1.8
Profit for the period				7.4				8.6

		Jan-Dec	2024		Jan-Dec 2023
€m	Healthcare Services	Diagnostic Services	Central/ other	Group total	Healthcare Services	Diagnostic Services	Central/ other	Group total
Revenue	1,458.7	658.0	0.5		1,197.7	571.2	0.4
Inter-segment revenue	-2.2	-23.0	-0.2		-1.4	-21.3	-0.2
Revenue from external customers	1,456.5	635.0	0.3	2,091.8	1,196.3	549.9	0.2	1,746.4
By payer:
Private	1,218.6	418.1	0.3	1,637.0	1,017.4	365.5	0.2	1,383.1
Public	237.9	216.9	0.0	454.8	178.9	184.4	0.0	363.3
By country:
Poland	968.5	75.4	0.0	1,043.9	778.7	60.1	0.0	838.8
Germany	55.6	314.5	-	370.1	48.0	274.0	-	322.0
Romania	159.2	110.1	-	269.3	121.4	93.4	-	214.8
India	201.9	-	0.1	202.0	184.8	-	-	184.8
Ukraine	8.1	69.5	-	77.6	8.0	61.2	-	69.2
Other countries	63.2	65.5	0.2	128.9	55.4	61.2	0.2	116.8
Operating profit	76.3	56.1	-62.1	70.3	44.9	35.1	-18.6	61.4
Margin	5.2%	8.5%		3.4%	3.7%	6.2%		3.5%
Depreciation, amortisation and impairment	140.8	54.6	19.2	214.6	126.9	53.0	2.5	182.4
EBITDA	217.1	110.7	-42.9	284.9	171.8	88.1	-16.1	243.8
Margin	14.9%	16.8%		13.6%	14.3%	15.4%		14.0%
Right-of-use depreciation/impairment	-59.9	-23.9	-0.3	-84.1	-52.2	-21.8	-0.3	-74.3
Interest on lease liabilities	-23.7	-4.1	0.0	-27.8	-21.0	-3.6	0.0	-24.6
Segment result: EBITDAaL	133.5	82.7	-43.2	173.0	98.6	62.7	-16.4	144.9
Margin	9.2%	12.6%		8.3%	8.2%	11.0%		8.3%
Other income/(costs)				0.4				8.0
Net interest expense				-54.0				-47.0
Other financial income/(expense)				3.4				1.1
Share of profit of associates				0.0				0.1
Income tax				-5.5				-5.2
Profit for the period				14.6				18.4

3. Share capital

Share capital as at 31 December 2024 was €30.7m (€30.7m) and corresponded to the following shares:

	Class A shares	Class B shares	Class C* shares	Total
1 January 2023	77,374,876	71,578,691	2,981,628	151,935,195
Conversion of class A to class B shares	-703,500	703,500
Conversion of class C to class B shares		698,806	-698,806
Issue of shares			1,600,000	1,600,000
31 December 2023	76,671,376	72,980,997	3,882,822	153,535,195
1 January 2024	76,671,376	72,980,997	3,882,822	153,535,195
Conversion of class A to class B shares	-40,275	40,275
Conversion of class C to class B shares		486,546	-486,546
31 December 2024	76,631,101	73,507,818	3,396,276	153,535,195

* held by the Company as treasury shares.

Celox Holding AB owned 47,157,365 shares (47,157,365 shares) and 55.9% of the voting rights (55.9% of the voting rights).

The number of shares used to calculate the basic earnings per share was 150,138,919 (149,652,373) for the quarter and 149,939,515 (149,361,363) for the year. The number of shares used to calculate the diluted earnings per share was 150,138,919 (149,652,373) for the quarter and 150,196,894 (149,652,373) for the year.

The quota value was €0.2 (€0.2) per share.

Equity settled share-based programme

The five-year vesting period for Plan 2019 was completed on 26 April 2024. The performance conditions achieved corresponded to 5.3 performance shares for each share right. The annual EBITDAaL growth rate (CAGR) calculated on the basis of the Group's financial statements for 2018 (restated) and 2023 was 19.9%. Refer to note 9 in the annual report 2023 for more information.

Medicover compensated the participants for the dividends paid during the duration of the programme by increasing the number of shares. The issuance date of Plan 2019 was 29 May 2024. 486,546 class C shares were converted to class B shares and distributed to the participants.

4. Related party transactions

The Group has transactions with non-controlling interests in MHI. The purchase of material and services amounted to €-8.4m (€-9.2m) for the quarter and to €-38.3m (€-34.2m) for the year.

The purchase of fixed assets amounted to €0.4m (€0.2m) for the quarter and to €2.6m (€0.5m) for the year. As at 31 December 2024 trade payables were €9.7m (€6.7m).

5. Financial assets and liabilities

		31 Dec 2024			31 Dec 2023
		Non			Non
Note	€m	current	Current	Total	current	Current	Total
	Financial assets at fair value through profit or loss
	Short-term investments	-	10.7	10.7	-	8.9	8.9
	Foreign currency swaps	-	-	-	-	2.4	2.4
a)	Other financial assets	2.3	-	2.3	2.3	-	2.3
	Total	2.3	10.7	13.0	2.3	11.3	13.6
	Interest rate swaps used for hedging	-	-	-	0.6	-	0.6
	Total financial assets at fair
	value	2.3	10.7	13.0	2.9	11.3	14.2
	Financial assets at amortised cost
	Other financial assets	14.5	2.3	16.8	13.5	2.3	15.8
	Trade and other financial receivables	-	261.7	261.7	-	219.4	219.4
	Total	14.5	264.0	278.5	13.5	221.7	235.2
	Cash and cash equivalents	-	69.8	69.8	-	50.8	50.8
	Total financial assets	16.8	344.5	361.3	16.4	283.8	300.2
	Financial liabilities at fair value through profit or loss
	Foreign currency swaps	-	0.4	0.4	-	-	-
	Contingent consideration
b)	payable1)	6.2	7.1	13.3	8.0	3.2	11.2
	Total Interest rate swaps used for	6.2	7.5	13.7	8.0	3.2	11.2
	hedging	-	0.0	0.0	-	-	-
	Put option liquidity obligations
	with non-controlling interests
c)	(with movement through equity)2)	63.9	-	63.9	93.6	15.8	109.4
	Total financial liabilities at fair
	value	70.1	7.5	77.6	101.6	19.0	120.6
	Financial liabilities at amortised cost
	Borrowings1)	513.2	161.2	674.4	393.3	152.9	546.2
	Lease liabilities	437.5	79.6	517.1	368.2	70.6	438.8
	Other financial liabilities	0.8	-	0.8	0.8	2.9	3.7
	Trade and other financial payables	-	93.7	93.7	-	71.6	71.6
	Deferred consideration payable1)	23.7	10.4	34.1	5.1	2.4	7.5
	Total	975.2	344.9	1,320.1	767.4	300.4	1,067.8
	Total financial liabilities	1,045.3	352.4	1,397.7	869.0	319.4	1,188.4

1) Presented as loans payable in the statement of financial position.

2) Presented as other financial liabilities in the statement of financial position.

Financial assets and liabilities carried at amortised cost are considered to have carrying values that materially correspond to fair value, with the exception for the schuldschein debt at fixed interest

rates where the carrying value amounted to €240.6m (€235.0m) and fair value to €225.5m (€207.1m).

Recognised fair value measurements - valuation technique and principal inputs

A breakdown of how fair value is determined is indicated in the following three levels:

Level 1: Short-term investments of €10.7m (€8.9m) include government bonds. Fair value hierarchy level 1 is used when the valuation is based on quoted prices in active markets.

Level 2: The Group has foreign currency- and interest rate swaps where the valuation is based on level 2. Fair value hierarchy level 2 is used when inputs, other than the quoted prices included in level 1, are observable.

Level 3: The Group has the following financial assets and liabilities measured using level 3, where fair value is not based on observable market data:

a) Other financial assets include €2.3m (€2.3m) relating to 14% (14%) of the voting rights in a dialysis clinic in Germany.

b) The contingent consideration payable resulting from current year and past business combinations is mainly based on the estimated outcome of future performance targets.

c) The put option liquidity obligations with noncontrolling interests consist of:

• A put option liquidity obligation with noncontrolling interests in Medicover Hospitals India ("MHI") of €61.8m (€58.0m). Half of the put options is estimated to be exercised in June 2027 at the earliest and the remaining half (which corresponds to €33.0m) from June 2028.

• Put option liquidity obligations with noncontrolling interests in subsidiaries in Norway, Cyprus and Bosnia-Herzegovina of €2.1m (€10.3m), estimated to be excercised in 2026 and 2027. In May 2024, put-options corresponding to €6.8m relating to the subsidiary in Cyprus were exercised.

• At year-end 2023, the put-option liability in one of the Group's German subsidiaries amounted to €41.1m. In January 2024 Medicover acquired the non-controlling shares of 7.5% (23.3% economic interest). €15.8m was paid in cash in the first quarter and €25.3m was recognised as a deferred consideration payable which is payable over 10 annual instalments to 2034. The closing in January extinguished the put option.

In determining the fair value of the obligations, estimations of key variables were made, of which the most significant are the growth rate of the business to determine its profitability at the future date of exercise and the discount rate applied to the nominal value.

The following table summarises the quantitative information about the significant unobservable inputs used in the material level 3 fair value measurements:

Fair Value (€m)				Inputs		Sensitivity
Description	31 Dec 2024	31 Dec 2023		31 Dec 2024	31 Dec 2023	Relationship of unobservable inputs to fair value (FV)
Put option liquidity obligation with non controlling interests in a subsidiary in Germany	-	41.1	Earnings growth factor Risk adjusted discount rate	- -	- 3.8%
Put option liquidity obligation with non controlling interests	61.8	58.0	7-year projected CAGR EBITDA	31.8%	33.1%	Increase of 10% in CAGR EBITDA = increase in FV liability of €7.7m
in MHI, India			Risk adjusted discount rate	13.7%	13.4%	Decrease of 1% point in discount rate = increase in FV liability of €1.7m
Contingent consideration payable	13.3	11.2	Risk adjusted discount rate	5.5%-11.8%	5.5%-11.8%	Decrease of 1% point in discount rate = increase in FV liability of €0.2m

No additional significant changes have been made to valuation techniques, inputs or assumptions in the quarter.

No financial assets or liabilities have been reclassified between the different levels in the fair value hierarchy.Net financial debt and other financial liabilities.

6. Net financial debt and other financial liabilities

€m	31 Dec 2024	31 Dec 2023
Non-current loans payable	543.1	406.4
Current loans payable	178.7	158.5
Total loans payable	721.8	564.9
Less: short-term investments	-10.7	-8.9
Less: cash and cash equivalents	-69.8	-50.8
Loans payable net of cash and liquid short-term investments	641.3	505.2
Non-current lease liabilities	437.5	368.2
Current lease liabilities	79.6	70.6
Total lease liabilities	517.1	438.8
Financial debt	1,238.9	1,003.7
Less: short-term investments	-10.7	-8.9
Less: cash and cash equivalents	-69.8	-50.8
Net financial debt	1,158.4	944.0
	31 Dec	31 Dec
€m	2024	2023
Other financial liabilities
Non-current	64.7	94.4
Current	0.4	18.7
Total	65.1	113.1