Revenio Group Oyj

Governance Information • Mar 19, 2025

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Corporate Governance Statement 2024

REVENIO | CORPORATE GOVERNANCE STATEMENT 1

Corporate Governance of Revenio Group Corporation 2024

Revenio Group Corporation's Regulations and Governance Code

REVENIO GROUP CORPORATION ("Revenio" or "the Company") is a Finnish public limited company. Its obligations and the responsibilities of its decision-making body are governed by Finnish law. The Revenio Group comprises the parent company Revenio Group Corporation and its subsidiaries. The Company is domiciled in Vantaa.

The highest decision-making authority rests with the Annual General Meeting of the Company's shareholders. The shareholders elect the members of the Board of Directors and the auditors at the Annual General Meeting. The day-to-day operations of the Revenio Group are managed by the Board of Directors and the CEO. The company operates according to the single-tier administrative model.

In its decision-making and corporate governance, Revenio Group Corporation abides by the Finnish Limited Liability Companies Act, other legal provisions 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 issued on January 1, 2025, by the Securities Market Association ("Corporate Governance Code"). The full Corporate Governance Code is available at www.cgfinland.fi.

Governance structure Group structure Revenio Group Corporation 100% 100% 100% 100% 100% Revenio Italy S.R.L. CenterVue SpA China iCare Medical Technology Co. Ltd Thirona Retina B.V. Icare USA Inc. Icare World Australia Pty Ltd CT Operations International UK Ltd 59.1% 40.9% Revenio Australia Pty Ltd Icare Finland Oy

Revenio Group comprises Revenio Group Corporation, Icare Finland Oy, Icare USA Inc., Revenio Italy S.R.L, CenterVue SpA, Revenio Australia Pty Ltd, Icare World Australia Pty Ltd, CT Operations International Pty Ltd, Thirona Retina B.V. and China iCare Medical Technology Co. Ltd.

Oscare Medical Oy and Revenio Research Oy were merged to subsidiary company Icare Finland Oy on December 31, 2024.

General Meeting

Ordinary and extraordinary general meetings of shareholders

The ordinary Annual General Meeting is held annually on a date determined by the Board of Directors no later than the end of June. The Annual General Meeting considers matters stipulated by the Company's Articles of Association, and any other proposals made to the Annual General Meeting. The Company may also convene an extraordinary meeting of shareholders. General meetings of shareholders are convened by the Board of Directors.

An extraordinary general meeting of shareholders shall also be convened if shareholders with at least 10% of the Company's shares demand so in writing for the consideration of a specific matter.

As a rule, the Annual General Meeting considers matters presented to it by the Board of Directors. In accordance with the Finnish Limited Liability Companies Act, a shareholder shall have the right to have a matter falling within the competence of the General Meeting dealt with by the General Meeting, if the shareholder so demands in writing from the Board of Directors well in advance of the meeting, so that the matter can be mentioned in the notice. The shareholder shall deliver the request to include a matter on the agenda for the Annual General Meeting, together with its grounds or suggested decision, to Revenio Group Corporation, Äyritie 22, FI-01510 Vantaa, Finland, in writing. The Company will notify by the end of the financial year prior to the Annual General Meeting the date by which shareholders must deliver their request. The notification will be published on the Company's website and in the events calendar.

Any shareholders' proposals for decisions concerning the composition of the Board of Directors and appointment of auditors shall be included in the notice of the General Meeting if the shareholders that issued the proposal hold a minimum of 10% of the votes generated by the Company's shares, the candidates have given their consent to their appointment, and the proposal has been delivered to the Company in time to include it in the notice of the General Meeting.

The Company's Remuneration Policy is presented to the Annual General Meeting at least once every four years and whenever substantial changes are made to it.

After the notice of the Annual General Meeting has been published, similar proposals made by shareholders who own at least 10% must be published separately.

Principal matters to be decided by the general meeting of shareholders:

• the number of members on the Board of Directors
• election of the members of the Board of Directors
• the remuneration and financial benefits paid to members of the Board of Directors
• election of the Company's auditor and deciding on the auditor's fee
• the adoption of the financial statements
• the discharge of the CEO and the members of the Board of Directors from liability
• amendments to the Articles of Association
• changes in share capital
• the distribution of the Company's funds, such as the distribution of profit

Notice of the General Meeting of shareholders

Notice of a General Meeting shall be given no earlier than two (2) 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/en /investors/corporate\_governance/annual\_general \_meeting, or in at least one Finnish-language national daily newspapers determined by the Board of Directors.

The notice and the Board's proposals for the meeting are to be published in the form of a stock exchange release.

The notice of the General Meeting shall indicate:

• the time and place of the meeting
• the matters on the agenda of the General Meeting
• if the matter will be discussed in the meeting
• candidates nominated to the Board of Directors together with their personal information
• proposal for the remuneration of the members of the Board of Directors
  • proposal for auditor
• guidelines for the procedure the shareholder must follow in order to participate and vote in the General Meeting
• the record date determining the right to participate and vote in the General Meeting
• the place where documents related to the meeting and decision proposals are available
• the address of the Company's website

In addition, the following will be presented to shareholders on the Company's website no later than 21 days prior to the meeting:

• the total number of shares and votes by classes of shares on the date of the notice
• the documents to be presented to the General Meeting
• decision proposals by the Board or any other executive body
• matters included on the agenda for which no decision is proposed

Right to participate in General Meetings of shareholders

Shareholders who are registered in the Company's shareholder register maintained by Euroclear Finland Ltd on the record date specified by the Company have the right to attend the General Meeting. Participants are required to register for the General Meeting by the date given in the notice, which is no later than ten (10) days prior to the date of the meeting. Shareholders may attend the meeting in person or by a proxy representative. A proxy representative must present a dated power of attorney or otherwise in a reliable manner prove that they are authorized to represent the shareholder. The shareholder or proxy representative may have one assistant at the meeting.

Minutes of the General Meeting

Minutes will be taken at General Meetings of shareholders and made available, together with attachments relating to the decisions made by the meeting, to the shareholders on the Company's website within two (2) weeks of the meeting. Attachments relating to decisions made by the meeting will be available on the Company's website only to the extent that they pertain to the actual subject matter of the decision. In addition, the decisions of the General Meeting are to be published in the form of a stock exchange release without delay after the meeting. Documents of the General Meeting are to be available on the Company's website for at least five years after the General Meeting.

Senior management presence at General Meetings

The intention is for all members of Revenio Group Corporation's Board of Directors to be present at General Meetings of shareholders. The Chair of the Board, members of the Board, and the CEO are present at General Meetings. In addition, the auditor attends the Annual General Meeting. A candidate for the Board of Directors must be present at the General Meeting that decides on their election.

Share classes

The Company has one class of shares. One share entitles to one vote. In a vote, the decision of the General Meeting shall, according to the Finnish Limited Liability Companies Act, usually be the proposal carried by more than half of the votes given. According to the Finnish Limited Liability Companies Act, however, there are several matters that require a qualified majority in respect of the number of shares and the votes granted by shares. Such matters include any amendment of the Articles of Association and any decision on a directed share issue.

Revenio's Articles of Association do not include any redemption clauses or voting restrictions. The Company is not aware of any shareholder agreements concerning the use of voting rights in the Company, or of any agreements limiting the surrender of Company shares.

Board of Directors

Composition and Term of the Board of Directors and the independence of its members

According to its Articles of Association, Revenio Group Corporation's Board of Directors is to be composed of no fewer than three (3) and no more than seven (7) members.

The requirements set by the Company's operation and its development phase will be considered with regard to the composition of the Board of Directors. A candidate for the Board of Directors must have the necessary qualifications for the position and the time to fulfill their duties. The number of members on the Board of Directors and its composition must enable efficient performance when the Board's tasks are being managed.

The General Meeting of shareholders elects the members of the Board. The Board elects its Chair from among its members. All members of the Board of Directors are non-executive directors. According to the Articles of Association, the term of a member of the Board is one year beginning at the end of the General Meeting of shareholders at which the member was elected and ending at the close of the next Annual General Meeting.

Assessment of neutrality of the members of Revenio Group Corporation's Board of Directors

	INDEPENDENT OF THE COMPANY	INDEPENDENT OF SHARE HOLDERS
Arne Boye Nielsen (Chair)	Yes	Yes
Riad Sherif	Yes	Yes
Ann-Christine Sundell	Yes	Yes
Pekka Tammela	Yes	Yes
Bill Östman	Yes	Yes

Members of the Board of Directors

ARNE BOYE NIELSEN

M.Sc., b. 1968 Danish citizen Man

• Chair of the Board since 2022
• Member of the Board since 2020
• Member of the Audit Committee since 2022, member of the Nomination and Remuneration Committee since 2024
• Independent of the company and its major shareholders

Shareholdings on December 31, 2024: 2,666 shares

BILL ÖSTMAN

M.Sc. (Eng.), b. 1958 Finnish citizen Man

• Vice Chair of the Board since 2022
• Member of the Board since 2020
• Chair of the Nomination and Remuneration Committee since 2024
• Independent of the company and its major shareholders

Shareholdings on December 31, 2024: 3,371 shares

RIAD SHERIF

MD, MBA, b. 1968 CEO, Oculis French citizen Man

• Member of the Board since 2022
• Member of the Nomination and Remuneration Committee since 2022
• Independent of the company and its major shareholders

Shareholdings on December 31, 2024: 1,156 shares

ANN-CHRISTINE SUNDELL

M.Sc., b. 1964 Professional Board member Finnish citizen Woman

• Member of the Board since 2016
• Member of the Audit Committee since 2019
• Independent of the company and its major shareholders

Shareholdings on December 31, 2024: 6,225 shares

PEKKA TAMMELA

M.Sc. (Econ.), b. 1962 Partner, PJ Maa Oy Finnish citizen Man

• Member of the Board since 2007
• Chair of the Audit Committee since 2019
• Independent of the company and its major shareholders

Shareholdings on December 31, 2024: 36,583 shares

Board diversity

In the preparation for the selection of Board members and the proposal to the General Meeting, attention is paid to the members' diverse and complementary backgrounds, experience, expertise, age, gender, and perspectives, as well as to Revenio's business. The aim is to ensure that the diversity of the Board supports Revenio's business, markets, and future in the best possible way. Both genders must be represented on the board.

The representation of both genders is realized in Revenio's Board, and both genders have been represented for a long time. At the 2024 General Meeting, five members were elected to the board, representing three different nationalities. Of the Board members, one is a woman and four are men. The age of the Board members ranges from 56 to 66 years. The Board members have international work experience in globally operating companies and have held or currently hold executive, board, and trust positions in both listed and unlisted companies.

Responsibilities of the Board of Directors

The Board is responsible for the Company's administration and the appropriate organization of the Company's business operations. It makes decisions on principles governing corporate strategy, organization, accounting, and finances.

The Board appoints the Company's CEO and, based on the CEO's proposals, the members of the Company's Leadership Team. It also ratifies the Company's organization and structure. The Board has established an Audit Committee responsible for the tasks of an Audit Committee according to the Governance Code.

The Board has prepared a written charter of its operation, which is updated as necessary.

The Board holds regular meetings approximately once a month and more often as required. The Company ensures that all members of the Board of Directors have sufficient information on the Company's operation, operating environment, and financial position and that any new member of the Board receives induction into the Company's operation.

As stipulated by its charter, the Board's principal tasks are to:

• decide on Group strategy and ratify the strategies of the various business areas
• approve the Group's annual plan (budget)
• approve the Group's financing and investment policies
• ratify the Group's risk management principles, and discuss the Group's most significant risks and factors of uncertainties
• confirm and ratify the Group's insurance policy
• discuss and approve the consolidated financial statements, interim financial reports, stock exchange releases pertaining to these, and the review of operations
• significant contracts
• decide on specific investments, acquisitions, divestments, corporate reorganization and commitments that have strategic or financial importance
• decide on rules concerning the management authorizations
• decide on the Group's high-level structure and organization
• appoint and dismiss the CEO, approve the CEO's service contract, and decide on the CEO's salary, benefits, and other financial remuneration
• approve the appointments of the members of the Group Leadership Team, the Managing Directors of subsidiaries, their salaries and financial benefits
• decide on the remuneration schemes of the Revenio Group, including the granting of share-based bonuses within limits set by the Annual General Meeting

The Board's decision-making

The task of Revenio Group Corporation's Board of Directors is to further the interests of the Company and all of its shareholders.

Members of the Board do not represent the entities or persons who nominated them for election. Members of the Board are disqualified from participating in the management of matters or transactions taking place between themselves and the Company. Voting is based on the simple majority vote principle. In the case of an even vote, the proposal supported by the Chair will prevail.

The Board's meeting procedures and self-assessment

The Chair is responsible for convening and presiding over the Board meetings. The Board has not assigned to its members any particular areas of business to be monitored. The Board annually reviews its operation and procedures and performs self-assessments at nec essary intervals.

Attendance of Board members at Board meetings in 2024

10/10	100%
8/10	80%
10/10	100%
10/10	100%
10/10	100%

In 2024, the Board of Directors met 10 times, and the average attendance of Board members at meetings was 96%. In 2023, the attendance rate was 98%.

Audit Committee

The duties and responsibilities of the Audit Committee are related to the supervision of the Company's financial reporting processes and financial reporting, supervision of internal control, internal audit and risk management, as well as the monitoring of audit and compliance processes. The Board of Directors has elected from among its members the members of the Audit Committee: Pekka Tammela (Chair), Arne Boye Nielsen and Ann-Christine Sundell. The members of the Audit Committee have sufficient expertise and experience with respect to the committee's area of responsibility and the mandatory tasks relating to auditing.

The duties and tasks of the Audit Committee are to:

• monitor and assess the financial reporting system
• reviewing the effectiveness of Revenio Group Corporation's 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
• monitor and assess how agreements and other legal acts between the Company and its related parties meet the requirements of the ordinary course of business and market terms
• monitoring the statutory auditing of the financial statements and consolidated financial statements as well as the reporting process and ensure their accuracy
• monitor the Company's auditing
• monitor and evaluate the independence of the auditor and, in particular, the offering of services other than auditing services by the auditor and propose a resolution on the election and fee of the auditor
• 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
• 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

The Audit Committee shall convene at least four times a year. Audit Committee meetings are convened by the Chair. Members of the Board of Directors and the CEO have the right to be present at Committee meetings. Committee meetings are quorate when the Chair and at least one member are present.

The Audit Committee draws up a meeting schedule for one year at a time, including the main topics to be discussed. Minutes are to be drawn up of Audit Committee meetings without delay and signed by at least the Chair and one Committee member. The Committee meeting minutes are distributed to all Board members as necessary. The Chair of the Audit Committee reports separately to the Board on the key observations of the Committee at least four times a year.

The Audit Committee meets with the auditors, internal auditors, and other experts within the Company as necessary. The Audit Committee may use external experts as required.

Attendance of Board members at Audit Committee meetings in 2024

Pekka Tammela (Chair)	5/5	100%
Arne Boye Nielsen	5/5	100%
Ann-Christine Sundell	5/5	100%

In 2024, the Audit Committee met 5 times, and the attendance rate was 100%. In 2023, the Audit Committee met 5 times, and the attendance rate was 100%.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee assists the Board of Directors in preparing for the election of the Board members, the preparation of matters related to the election and remuneration of the CEO and other management, and the preparation of incentive schemes for other employees. In accordance with the charter of the Nomination and Remuneration Committee, the Board elected the following members from among its members for the Committee: Bill Östman (Chair), Riad Sherif, and Arne Boye Nilsen. The members of the Nomination and Remuneration Committee have strong expertise with respect to the Committee's area of responsibilities.

Election and composition of the Nomination and Remuneration Committee

The Board of Directors elects the chair and members of the Nomination and Remuneration Committee from among its members. The members of the Nomination and Remuneration Committee shall have the expertise and experience required for the duties of the Committee. The majority of the members of the Committee shall be independent of the Company, and the Committee shall act independently and autonomously when carrying out duties relating to remuneration. The CEO or a member of the Company's other management may not be a member of the Committee.

Duties of the Nomination and Remuneration Committee

The Nomination and Remuneration Committee as-

sists the Board of Directors in preparatory work for the election of Board members, the remuneration and nomination of the CEO and other management, and the remuneration schemes for other personnel.

The duties of the Nomination and Remuneration Committee include:

• the preparation of a proposal for the appointment 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 meetingg
• finding successor candidates for directors
• the preparation of the appointment of the CEO and other management as well as successor planning
• the preparation of the salary and other financial benefits of the CEO and other management
• 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

Work of the Nomination and Remuneration Committee

The Nomination and Remuneration Committee shall convene at least twice a year at the invitation of the Chair. The Committee is competent when the Chair of the Committee and at least one member of the Committee are present.

The CEO may be invited to attend the meeting if the Committee deems it necessary.

The Committee has the authority to commission reports and studies on all matters within its competence.

Minutes are to be drawn up of Committee meetings and signed by at least the Chair and one Committee member. The minutes will be discussed by the Board of Directors of the Company. The Committee will also otherwise report on its activities on a regular basis.

Attendance of Board members at Nomination and Remuneration Committee meetings in 2024

Bill Östman (Chair)	6/6	100%
Riad Sherif	5/6	83%
Arne Boye Nielsen *	4/4	100%
Ann-Christine Sundell **	2/2	100%

* member from April 4, 2024

** member until April 4, 2024

In 2024, the Nomination and Remuneration Committee met 6 times, and the attendance rate was 94%. In 2023, the Nomination and Remuneration Committee met 8 times, and the attendance rate was 100%.

CEO

According to the Articles of Association, Revenio Group Corporation shall have a President and CEO. The CEO's task is to manage the operation in accordance with guidelines and rules laid out by the Board of Directors and inform the Board of the development of the Company's business operations and financial position. Additionally, the CEO is responsible for organizing the Company's day-to-day management and to ensure that the asset management is arranged in a reliable way. The CEO is appointed by the Board of Directors, which also specifies the terms and conditions of the CEO's employment in a written employment contract that has been approved by the Board of Directors. The contract also contains the financial benefits of the employment, such as severance pay and any other compensations. The CEO may not be elected as Chair of the Board of Directors.

Jouni Toijala (b. 1968), B.Sc., MBA, was appointed CEO of Revenio Group Corporation on May 18, 2020.

Group Leadership Team

Responsibilities of the Leadership Team

In contrast to the Company's statutory governing bodies, the duties of the Leadership Team are operational. These include:

• planning and monitoring investments
• preparing for and implementing corporate acquisitions
• preparing strategy proposals
• managing and monitoring daily business operations
• measures related to preparatory work for Board meetings
• preparation of annual operational and financial plans and related goal setting

The Leadership Team convenes at least once a month.

The members of the Board of Directors of Revenio Group Corporation's fully owned subsidiaries are elected from Group management. Persons who have employment agreements or service contracts with Group companies are not paid a separate fee for membership on the Board of Directors of subsidiary companies. The responsibilities of the Boards of subsidiaries are provided for in legislation. Business control of the subsidiaries takes place through the Revenio Group's parent company's Board of Directors, CEO, the subsidiary's Managing Director, and the Group's management system.

Group Leadership Team

December 31, 2024

JOUNI TOIJALA

CEO B.Sc., MBA, b. 1968 Man

• Chair of the Leadership team since 2020

Shareholdings on December 31, 2024: 3,191 shares

ARI ISOMÄKI

Vice President, Operations b. 1966 Man

• Member of the Leadership team since 2016

Shareholdings on December 31, 2024: 940 shares

ERKKI TALA

Vice President, Products, Brand and Marketing Optometrist, b. 1977 Man

• Member of the Leadership Team since 2024
• Shareholdings on December 31, 2024: 0 shares

JOHN FLOYD

Vice President, Sales b. 1970 Man

• Member of the Leadership team since 2023

Shareholdings on December 31, 2024: 6,417 shares

ROBIN PULKKINEN

CFO M.Sc. (Econ.), b. 1980 Man

• Member of the Leadership team since 2015

Shareholdings on December 31, 2024: 1,645 shares

KATE TAYLOR

Vice President, Strategy and Business Development Doctor, MBBS MBH, b. 1971 Woman

• Member of the Leadership team since 2021

Shareholdings on December 31, 2024: 822 shares

HELI HUOPANIEMI

Vice President, Quality M.Sc., b. 1972 Woman

• Member of the Leadership team since 2018
• Shareholdings on December 31, 2024: 533 shares

MARCO RIZZARDO

Vice President, R&D M.Sc. (Electrical engineering), b. 1971 Man

• Member of the Leadership Team since 2024

Shareholdings on December 31, 2024: 0 shares

HANNA VUORNOS

Vice President, People & Culture M.Soc.Sc. b. 1978 Woman

• Member of the Leadership team since 2021

Shareholdings on December 31, 2024: 419 shares

Divested operations in 2024

No operations were divested in 2024.

Acquired operations in 2024

Revenio Group Oyj's subsidiary Icare Finland Oy acquired Thirona Retina B.V. soft ware company's entire share capital on August 20, 2024.

Remuneration

Revenio will publish a separate Remuneration Report for 2024 to be published at the same time as this Corporate Governance Statement 2024. The report is avail able on the Company's website at: www.reveniogroup.fi/en/investors /corporate\_governance/remuneration

The Group's financial reporting

The Group's financial development and achievement of the Group's financial goals are monitored through monthly financial reporting that covers the entire Group. The monthly performance reports include the actual performance of the Group to gether with analysis, actual performance over the year before, actual performance compared with financial plans, and forecasts for the current calendar year.

The Group's short-term financial planning is based on annually drawn-up financial plans for the following calendar year.

The Group's financial position and development are communicated through the half-year report, interim reports and the financial statements release. Due to an amendment to the Securities Market Act, which came into force on November 26, 2015, the descriptive sections of Revenio Group Corporation's Interim Reports Q1/2024 and Q3/2024 were published in a more concise format.

Descriptions of internal control procedures and the main features of risk management systems

Risk management and control

Risk management

The Group's risk management ensures that the financial reports disclosed by the Revenio Group provide in all material respects true and accurate information about the Company's financial position. The Group's risk management aims to ensure the continuity of business and the Group's capacity to operate in any risk scenarios that can be identified in advance.

Revenio Group Corporation's Board of Directors authorizes the risk management principles, strategic targets, and priorities. Risk management planning and implementation is steered and supervised by the Board of Directors. The Audit Committee set up the Board of Directors supervise risk management in the Group.

Risk management responsibilities and roles

The tasks of Revenio's Board of Directors include confirming the principles and priorities of risk management at the strategic level. The Board of Directors is responsible for organizing risk management and internal control as well as monitoring its effectiveness. The Audit Committee supports the Board of Directors by monitoring the effectiveness of the risk management systems and assessing the Group's risks as well as the quality and adequacy of risk management. Internal control

supports risk management by ensuring that the company's operations are efficient and legal, including the reliability of financial reporting and the appropriateness of operational processes. Revenio regularly identifies and assesses changes in the business environment and associated risks. The company continuously takes the necessary measures to manage risks and monitors their effects.

The implementation of risk management is the responsibility of the Group's Leadership Team. The Leadership Team is liable for ensuring that sufficient risk identification, assessment, management, and reporting procedures are included in the key business processes.

The Group's subsidiaries locally organize risk management implementation methods that take the subsidiary's size into account. Certain areas of risk management where centralization is appropriate, such as insurance and financial risk management, are dealt with by the Group Leadership Team. Risks and any changes in them are reported to the Board of Directors, which discusses the most significant risks, their management and assesses the effectiveness of risk management, if necessary. The Audit Committee assesses risk management in conjunction with internal audit procedures.

Separate risk analyses are made for significant projects, such as major customer projects.

Significant risks and uncertainties

Risks Revenio Group is exposed to include strategic, operational, business cycle, damage, financial, and political risks. In addition, the threat of the global impact 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 towards integrated and predictive eye care pathways and to succeed in R&D activities and to maintain a competitive product mix. The Group develops new technologies under Icare Finland 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 successful management and development of key human resources and the management of the subcontractor and supplier network. The range and probability of cyber 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 sanctions. 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-today 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 customer base and markets. Operational risks in the eye

health sector that the Company specializes in include, in particular, factors related to expansion into new markets, 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, product 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 credit, 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 decisions 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 operations, and changes in the payment behavior of customers. 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, according to which risks are assessed annually. Corporate responsibility is viewed through economic, environmental 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 damage and notable financial consequences.

Revenio Group products are sold in over 100 countries. Economic and political uncertainties, interest and inflation risks and the unstable trade and geopolitical situation may affect the demand for Revenio Group products. Revenio actively monitors political developments in different market areas from a risk management perspective. 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 movement of people could hamper the sales and delivery of Revenio's products.

Internal auditing and control

The Audit Committee supervises internal auditing in the Company. The Board of Directors is responsible for internal auditing, which is carried out by an external public accountancy firm, authorized by the Central Chamber of Commerce and selected by the Board. The authorized public accountancy firm that performs an internal audit cannot be the same firm that acts as the Company's auditor. The objective of internal auditing is to assess and verify the efficiency of risk management, internal control, and management and administration. Internal auditing has been carried out on a case-by case basis at the discretion of the Board.

Revenio Group Corporation's internal control function is responsible for providing support for and ensuring:

• the reaching of set targets
• the economical and efficient use of resources
• the management of operational risks
• the reliability and accuracy of financial and other managerial information
• compliance with laws and regulations as well as with strategies, plans, internal rules, and set procedures

Internal control encompasses all financial and other control exercised by the Board of Directors, the CEO, and other personnel. At Group level, internal control is based on monthly reports, analyses, and forecasts, which are discussed at the meetings of the Audit Committee and the Group's Board of Directors.

Insider issues

Insiders

Revenio Group Corporation complies with the rules and guidelines issued by Nasdaq Helsinki Ltd, including its Guidelines for Insiders; the Market Abuse Regulation ((EU) No. 596/2014, MAR); the provisions of the Securities Markets Act and the Criminal Code; as well as the rules and guidelines of the Financial Supervisory Authority and the European Securities and Markets Authority (ESMA). These are supplemented by the Company's own Guidelines for Insiders, which is designed to provide clear instructions and rules for the management of insider issues, the disclosure of insider information, the maintenance of insider lists, and the transactions of management and their closely related parties.

Revenio is to disclose any insider information that directly concerns the Company as soon as possible. The Company may delay the disclosure of insider information if all of the conditions stipulated by the applicable regulations for the delay of the disclosure of insider information are met. The Company is to publish and store all insider information that it has disclosed on its website for at least five years.

Revenio is to maintain project-specific insider registers in circumstances stipulated by the applicable regulations. These insider registers are not public, but the information in them is at the disposal of the Financial Supervisory Authority. Those participating in projects involving insiders may not, during the project, trade in shares, debt instruments, related derivatives, or other financial instruments issued by the Company.

Manager's transactions

Revenio's related parties consist of persons holding managerial positions in the Company as well as their closely

associated persons, who all have an obligation to notify the Financial Supervisory Authority and the Company of any transactions they have conducted on their own account involving the Company's shares, debt instruments, related derivatives, or other financial instruments. In addition to the members of the Board of Directors and CEO, the members of the Group Leadership Team constitute persons discharging managerial responsibilities at Revenio Group Corporation.

Persons discharging managerial responsibilities are to make the aforementioned notification without delay and no later than within three (3) working days of the transaction. The Company is to disclose information on the transactions of persons holding managerial positions and their closely related parties without delay and no later than within two (2) working days of the received notification. Such disclosure is to be made in a stock exchange release in a manner that corresponds to the disclosure of insider information, using the release class "Manager's transactions."

A stock exchange release on disclosed information concerning manager's transactions is available on the Company's website for at least five years from the publication of the release.

Closely related parties

The company has a Guideline on related party transactions, which is aimed at ensuring that Revenio Group Corporation and its subsidiaries abide by the recommendations pertaining to related parties provided in the Securities Markets Act (14.12.2012/746, with amendments), Limited Liability Companies Act (21.7.2006/624, with amendments), and the Corporate Governance Code for Finnish listed companies that entered into force on January 1, 2025, approved by the Securities Market Association, and the stock exchange rules of Nasdaq Helsinki Ltd.

The Company is to assess and monitor transactions carried out with related parties and to ensure that any conflicts of interest are appropriately considered in the Company's decision-making. The Company is to maintain a list of related parties in its Group administration.

In 2024, Revenio Group Corporation did not have any relevant related-party transactions within its regular business operations that would deviate from regular business operations or market conditions.

The Company provides information on related-party transactions according to the Limited Liability Companies Act and regulations governing the preparation of the financial statements in the review by the Board of Directors and notes to the financial statements.

Closed period

Members of management and other persons specifically defined by the Company may not acquire or dispose of securities issued by the Company, or any securities or derivatives entitling to said securities, during the 30 days prior to the publication of an interim report and financial statements. These publication dates are announced annually in advance in a stock exchange release.

Supervision

Group Management is to supervise compliance with the Guidelines for Insiders and to maintain the necessary registers. Persons marked in the registers are to be regularly sent an extract of the information entered into the registers. Their adherence to the restrictions on trading is also to be monitored, and the related guidelines are to be provided.

The Company's CFO is responsible for insider issues. The CFO is responsible for the implementation of the following tasks in the Company, for example:

• internal communications regarding insider issues
• training in insider issues
• the preparation and maintenance of insider lists and their delivery to the Financial Supervisory Authority upon request
• obtaining approval from persons included in the insider list
• supervision of insider issues
• monitoring regulatory changes concerning insider issues

Auditing

According to the Articles of Association, the Company must have one regular auditor, which must be a firm of Authorized Public Accountants certified by the Central Chamber of Commerce. The proposal to the Annual General Meeting for the Company's auditor is to be prepared by the Board of Directors. The term of the auditor is to be equal to the financial period of the Company, and the term of the auditor is to end at the end of the Annual General Meeting of shareholders following the election of the auditor.

The auditor is to provide the statutory auditor's report to the shareholders in connection with the financial statements and is to regularly report on its observations to the Audit Committee of the Board of Directors. The Annual General Meeting 2024 appointed Deloitte Oy, Authorized Public Accountants, as the Company's auditors, with Mikko Lahtinen, Authorized Public Accountant, as the principal auditor. The Annual General Meeting decided that the auditor's fee is to be paid according to an invoice approved by the Company.

Auditors' fees, TEUR

	2024	2023
Auditing	130	124
Other services	31	28
Total	161	152

Updates to the Corporate Governance statement and additional information

This Corporate Governance Statement is published simultaneously with the Company's Report by the Board Directors and Financial Statements 2024 on the Company website at www.reveniogroup.fi/en/investors /corporate\_governance. Please email any questions and comments regarding the Corporate Governance principles to ir@revenio.fi.

REVENIO GROUP CORPORATION

Äyritie 22 | 01510 Vantaa www.reveniogroup.fi/en