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Optomed Oyj

Annual Report May 9, 2025

3329_10-k_2025-05-09_fc43b148-7d95-45c8-a4c0-76bb42541646.pdf

Annual Report

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ANNUAL REPORT 20 24

1

Table of contents

Year
2024
3
Optomed
in
brief
3
CEO
Review
4
Corporate
Governance
Statement
2024
6
Remuneration
Report
for
Governing
Bodies
2024
19
Board
of
Directors'
Report
and
Financial
Statements
2024
24
Board
of
Directors'
Report
25
Consolidated
income
statement
42
Consolidated
comprehensive
income
statement
43
Consolidated
balance
sheet
44
Consolidated
cash
flow
statement
46
Consolidated
statement
of
changes
in
equity
48
Notes
to
the
consolidated
financial
statements
50
Parent
Company's
Financial
Statements
(FAS)
93
Signatures
of
the
Board
of
Directors
113
Auditor's
Report
114
--------------------- -- ----- -- --

YEAR 2024

in brief

Optomed is a Finnish medical technology company and a leading Optomed manufacturer of handheld fundus cameras and screening software.

Optomed combines handheld fundus cameras with software and artificial intelligence with the aim to transform the diagnostic process of various diseases, such as rapidly increasing diabetic retinopathy. Optomed has offices in Finland, the US and China and the company's products are sold via various sales channels in over 60 countries globally.

Optomed's 2024: a Year of Innovation, Resilience, and Strategic Expansion

As we reflect on 2024, I am proud to report that Optomed has demonstrated remarkable resilience in the face of global economic and political turbulences. Our unwavering commitment to innovation and strategic market expansion has been pivotal in navigating this complex landscape.

This year, we made significant strides in expanding our market presence, particularly in the United States. As the pioneers of the first handheld, AI-powered eye screening solution for diabetic retinopathy, we have seen growing adoption of our fundus cameras and software platforms. These advancements not only improve patient care but also reinforce our position as a leader in handheld retinal imaging and diagnostics.

A major milestone in 2024 was receiving FDA clearance for the use of artificial intelligence in diagnosing diabetic retinopathy with a handheld fundus camera —a first in the industry. This achievement underscores our leadership in AI-driven eye care and marks a significant step toward making AI-enabledretinal screening more accessible to healthcare providers worldwide.

A key area of growing interest is oculomics—a groundbreaking eld exploring how retinal imaging can be used to detect systemic diseases. "

At Optomed, innovation remains at the heart of everything we do. In 2024, we enhanced our product line with a focus on user-friendly interfaces and seamless integration, enabling healthcare professionals to conduct more efficient and accurate diagnoses. We also achieved CE certification for our next-generation fundus camera, which is set to launch in 2025. This new device represents a major leap forward in imaging quality, usability, and connectivity, further strengthening our product portfolio and competitive position in the market.

A key area of growing interest is oculomics—a groundbreaking field exploring how retinal imaging can be used to detect systemic diseases such as cardiovascular conditions, neurodegenerative disorders, and diabetes-related complications. We are actively investing in research and partnerships to advance oculomics applications, positioning retinal imaging as a powerful tool for early disease detection and preventive healthcare.

Beyond innovation, Optomed remains dedicated to the highest standards of corporate governance and sustainability. This year, we have taken steps to reduce our environmental footprint and strengthen ethical business practices. Our commitment to transparency and accountability has been recognized, as Optomed's investor relations page was awarded by the Finnish Foundation for Share Promotion, earning second place in the Small Cap category on the Helsinki Stock Exchange.

Looking ahead to 2025, our vision remains clear: to make eye screenings accessible to all and prevent avoidable vision loss through cutting-edge technology. With rapid advancements in AI and oculomics, we are entering a new era where retinal imaging has the potential to transform healthcare far beyond ophthalmology.

We are ready to explore new markets, foster strategic partnerships, and continue investing in research and development. The dedication and expertise of our team, combined with the trust and support of our shareholders, place us in a strong position to seize the opportunities ahead.

I extend my deepest gratitude to our employees, partners, and investors for their unwavering support. Together, we are shaping the future of eye care.

Juho Himberg CEO, Optomed

Corporate Governance Statement 2024

6

Corporate Governance Statement

I. Introduction

Optomed Plc ("Optomed" or the "Company") follows the Finnish Corporate Governance Code 2025 issued by the Finnish Securities Market Association (the "Code"). The Code is available at http://www.cgfinland.fi/. Additionally, the company follows, among others, the Finnish Limited Liability Companies Act and other laws and regulations applicable to publicly listed companies in Finland, the company's Articles of Association, Board and committee charters, corporate policies and rules, as well as rules and guidelines issued by the European Securities and Markets Authority, the Finnish Financial Supervisory Authority and the Nasdaq Helsinki stock exchange.

This Corporate Governance Statement of Optomed has been prepared in accordance with recommendations of the Code. The corporate governance statement has been prepared as a separate report distinct from the Report of the Board of Directors and it is available on the Company's website www.optomed.com. Optomed's Board of Directors has reviewed this corporate governance statement. The Company's external auditor has reviewed that the statement has been issued and that the description of the main features of the internal control and risk management systems pertaining to the financial reporting process is consistent with the financial statements.

Departures from Individual Recommendations

Optomed has not made any departures from the recommendations of the Code.

II. Descriptions Concerning Corporate Governance

Optomed is a Finnish limited liability company with headquarters in Oulu, Finland. Optomed and its subsidiaries have in total 100+ employees and global operations. The group's business is managed by the two reportable segments supported by group functions. Optomed is listed on the Nasdaq Helsinki stock exchange.

Optomed uses a single-tier governance model. The responsibility of Optomed's management lies with Shareholders' General Meeting, the Board of Directors and the CEO. Their duties are mainly defined in the Finnish Companies Act.

The General Meeting elects the Board of Directors and the Company's auditor. The Board of Directors appoints the CEO, appoints the Leadership Team members based on the CEO's proposal, and is responsible for strategic management of the Company. The CEO is responsible for the management of the Company's operations and governance in accordance with the instructions given by the Board. The CEO is assisted in his work by Optomed Leadership Team.

1. General Meeting of Shareholders

The General Meeting of Shareholders is the highest decision-making body of Optomed. The General Meeting of Shareholders handles the matters required by the Finnish Companies Act or the Articles of Association or presented to it by the Board of Directors. These matters include confirming the Company's financial statements and deciding on the distribution of profit, electing the Board of Directors and the auditor and determining their remuneration.

The Annual General Meeting of Shareholders of a company shall be held annually within six months from the end of the financial period. Additionally, extraordinary General Meetings may be held during the year, if required. Optomed publishes the meeting invitations as a stock exchange release and on its website www. optomed.com.

Shareholders have the right to place issues falling within the scope of the Annual General Meeting on the agenda of the Annual General Meeting. The request to place an issue on the agenda must be submitted to the Board of Directors in advance. Optomed publishes the details of how and when to submit the requests to the Board on its website.

General Meetings in 2024

Optomed's Annual General Meeting was held in Espoo, Finland on 10 May 2024.

2. Shareholders' Nomination Board

The Extraordinary General Meeting of Shareholders of the Company held on 14 November 2019 resolved to establish a Shareholders' Nomination Board (the "Nomination Board") in the connection of the listing of the Company.

The Nomination Board prepares the proposals for the General Meeting of Shareholders regarding the election of the Board members and their remuneration. The proposal of the Nomination Board is communicated to the market as a stock exchange release and included in the notice of the Annual General Meeting.

The Nomination Board consists of three natural persons nominated by the shareholders annually. The members of the Nomination Board shall represent the Company's three largest shareholders who (i) represent the largest number of votes out of all shares in the Company on the first banking day of September each year (the "Assessment Day") as determined on the basis of the shareholder register of the Company maintained by Euroclear Finland Oy, and (ii) wish to nominate a member to the Nomination Board. If two or more shareholders have the same number of shares and cannot all have the right to nominate one of the members of the Nomination Board, the right to nominate is determined by the drawing of lots among such shareholders by the Chairman of the Board of Directors. If a shareholder who would have the obligation to notify the Company of certain changes in shareholding under the Finnish Securities Markets Act (flagging obligation), presents a written request directed to the Board of Directors at the latest on the Assessment Day, the holdings of a corporation or a foundation controlled by such shareholder or such shareholder's holdings in several funds or registers will be combined when calculating the nomination right. A holder of nominee-registered shares will be taken into account when determining the composition of the Nomination Board if the holder of nominee-registered shares presents a written request concerning the issue directed to the Board of Directors at the latest on the Assessment Day. The Nomination Board has a written charter governing its work available at www.optomed.com.

In spite the Company has a Shareholders' Nomination Board, shareholders are entitled to make separate proposals concerning the composition or remuneration of the Board.

Nomination Board in 2024

The shareholders represented in the shareholders' Nomination Board for the purposes of Annual General Meeting 2024 are OP-Rahastoyhtiö Oy (OP funds), SP-Rahastoyhtiö Oy (SP funds) and Danske Invest Rahastoyhtiö Oy. These shareholders have appointed the following persons to the Nomination Board:

  • Vesa Vanha-Honko, OP funds
  • Petteri Vaarnanen, SP-Rahastoyhtiö Oy
  • Ville Kivipelto, Danske Invest Rahastoyhtiö Oy

Vesa Vanha-Honko acts as the chairman of the Nomination Board and Petri Salonen, Chairman of Optomed's Board of Directors, serves as the Nomination Board's expert member.

3. Board of Directors

The Board of Directors is vested with powers and duties to manage and supervise the operations of the Company as set forth in the Finnish Companies Act, the Articles of Association of the Company and other applicable regulations. The Board of Directors of Optomed is one-tier Board. Optomed Board consists of a minimum of 4 and a maximum of 8 members. The members of the Board of Directors are elected by the Annual General Meeting of Shareholders and the term of office of the members of the Board of Directors expires at the closing of the Annual General Meeting following their election.

The Board of Directors has general competence to decide and act in all matters not reserved for other corporate governing bodies by law or under the provisions of the Company's Articles of Association. The Board of Directors is responsible for the Company's administration and the appropriate organisation of its operations. The Board of Directors decides on Company and Group wide significant matters of principal importance. The Board of Directors appoints and dismisses the CEO, supervises his or her actions and decides on his or her remuneration and other terms and conditions of employment. The Board of Directors also makes decisions on the strategy, key investments, organisation and financial affairs of the Company. In addition, the Board of Directors monitors and assesses the Company's financial performance and position and reviews and approves the Company's interim reports and financial statements. In all situations, the Board of Directors must act in accordance with the best interest of the Company. The Board of Directors constitutes a quorum when more than half of the elected members are present. When this proportion is calculated, disqualified members are excluded.

The Board of Directors has established and approved a written charter for its work to complement the Articles of Association and applicable laws and regulations. The charter of the Board of Directors describes the composition of the Board of Directors and the selection of directors, the responsibilities of the Board of Directors, meeting practices and division of tasks within the Board of Directors.

The Board of Directors conducts an annual evaluation of its and its Committees' performance and working methods.

The Board of Directors convenes regularly and at least six times per financial year and as required. The Board of Directors receives current information on the operations, financial situation, market and competitive situation and risks of the Group in its meetings. Meetings of the Board of Directors are attended by the CEO and the CFO, who acts as the secretary to the Board of Directors.

Diversity Principles

The election and composition of the Board of Directors is guided by the principle of diversity to ensure that the Company has a skilled, competent, experienced and effective Board of Directors. A diverse composition of the Board of Directors supports and caters to the current and future needs in the successful development and growth of the Company.

A diverse composition of the Board of Directors includes complementary education, competence and experience of its members in different professional fields and management of business in different development phases as well as the personal qualities of each Board member, all of which add to the diversity of the Board of Directors.

The Company aims to have, where possible, representatives of different genders in the Board of Directors. As means to achieve a balanced gender distribution in the Board of Directors, the search and evaluation process for Board candidates should include representatives of different genders. The status of diversity and progress in achieving the aforesaid objective will be monitored and reported in the corporate governance statement.

Implementation of Diversity Principles in 2024

In 2024, different genders were represented on Optomed's board. In 2024, two out of six board members (33%) were from the less represented gender. The company's board includes members from various industries, three different countries, and their professional and educational backgrounds are diverse.

Board of Directors in 2024

During 2024, the Board of Directors held 10 meetings and the participation percent was 97%.

Name Citizenship Independence Appointed
to
the
Board
Meeting
Attendance
Petri
Salonen
Finnish Dependent
of
the
Company
2006 100%
Catherine
Calarco
USA Independent 2023 100%
Seppo
Mäkinen
Finnish Independent 2019 100%
Reijo
Tauriainen
Finnish Independent 2019 80%
Anna
Tenstam
Swedish Independent 2020 100%
Ty
Lee
USA Independent 2023 100%

Petri Salonen (born 1958) serves as the Chairman of the Board of Directors of Delfoi Ltd and as a member of the Board of Directors of AW-Energy Oy. In addition, he serves as Sales Director at JAS Partners Oy. Previously, Mr. Salonen has been in the board and in the management of various companies. He holds a Master of Science degree in Shipbuilding Technology, Naval Architecture and Marine Engineering from Aalto University. Petri Salonen is dependent of the Company as he has had a consultancy agreement with the Company and receives salary. Further, he has been a member of the Board for more than 10 years.

Catherine Calarco (born 1960) is a global executive in AI, Healthcare, and SaaS. She serves as a Board Advisor for Astia and Nerbio, and an Executive Consultant in Go-To-Market strategy, growth acceleration, and digital transformation. She is a member of the Exceptional Women's Alliance and Avante Capital Women's Operator Network. Previously, she was VP at Automation Anywhere and a Board Member at MIT CNC. She holds a Bachelor's degree in Biology and Chemistry (California State University) and an MBA from MIT Sloan School of Management. Catherine is independent of both Optomed and its major shareholders.

Seppo Mäkinen (born 1952) serves as the Chairman of the Board of Klinik Healthcare Solutions Oy and as a member of the Board of Directors of Ginolis Oy. Previously, Mr Mäkinen has been a member or a chairman of board of directors and management positions of various companies globally. He holds a Master of Science degree in Physical Chemistry from the University of Jyväskylä. He is independent of both Optomed and its major shareholders.

Reijo Tauriainen (born 1956) serves as the Chairman of the Board of Directors of Pohjolan Rakennustaito Oy. Previously, Mr. Tauriainen has been a CFO, a board member or board chair in various public and private companies. He holds a Master of Science degree in Economics from the University of Oulu. He is independent of both Optomed and its major shareholders.

Anna Tenstam (born 1964) serves as the Chairman of Board of Directors of Daya Ventures AB, Medicortex Oy, Akira Aesthetic AB and Chairman of Board of Directors of Oxagon AB. Ms Tenstam has been the Chairman of the Board of Directors of Betagenon AB, Patients Pending and Board Direcotrs of Peptonic Medical AB well as the CEO and the Chairman of the Board of Eternogen LLC. She is independent of both Optomed and its major shareholders.

Ty Lee (born 1970) serves as the Group President, North America of Demant as well as the Chair of the Board of Birdsong Hearing Benefits LLC. He holds a Master of Business Administration degree (University of California, Berkeley, Haas School of Business), a Master of Liberal Arts degree (Harvard University), and a Master of Science degree (Northwestern University). He is independent

of both Optomed and its major shareholders.

Board shareholding at the end of 2024

Name Position Own
and
controlled
shares
Options
Petri
Salonen
Chairman
of
the
Board
of
Directors
16,179 -
Catherine
Calarco
Member
of
the
Board
of
Directors
3,405 -
Seppo
Mäkinen
Member
of
the
Board
of
Directors
12,192 -
Reijo
Tauriainen
Member
of
the
Board
of
Directors
15,271 -
Anna
Tenstam
Member
of
the
Board
of
Directors
7,192 -
Ty
Lee
Member
of
the
Board
of
Directors
3,405 -
Total 57,644 -

4. Committees of the Board of Directors

The Board of Directors may establish specific committees to assist the Board of Directors in the preparation and performance of the Board of Directors' duties and responsibilities and determine their sizes, compositions and tasks.

The Board of Directors has established the following two committees: the Audit Committee and the Remuneration Committee. The Board of Directors has adopted written charters for each committee setting forth the purposes, composition, operations and duties of each committee as well as the qualifications for committee membership. The Board elects the members and the chairman of the committees from among its members. In addition to the Audit Committee and Remuneration Committee, the Board of Directors may appoint ad hoc committees for the preparation of specific matters.

Audit Committee

In accordance with its charter, the Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities of the Company's financial reporting process and in monitoring the statutory audit of the Company and to assist the Board of Directors in its oversight of matters pertaining to financial reporting, internal control, internal audit, risk management and related party transactions, and by making proposals on such matters to the Board of Directors. In addition, the duties of the Audit Committee include, among other things, preparing the election of the auditor, the evaluation of the independence of the auditor and, in particular, the provision of non-audit services they offer to the Company and carrying out other tasks assigned to it by the Board of Directors. Among its other duties, the Audit Committee monitors the efficiency of internal control, internal audit and risk management, and monitors the audit process.

The Audit committee consists of at least three members. The members of the Audit Committee may not take part in the daily management of the Company or the Group and a majority of the Committee members must be independent of the Company, and at least one Committee member must be independent of the Company's significant shareholders.

The Audit Committee as a whole must have the expertise and experience required for the performance of the duties and responsibilities of the Audit Committee. Without limiting the applicable requirements, desirable qualifications for Audit Committee members include appropriate understanding of accounting practices and financial reporting, gained through education or experience in performing or overseeing related functions. At least one Audit Committee member must have competence in accounting or auditing, and the Audit Committee members as a whole must have competence relevant to one or several of the sectors in which the Company operates.

Remuneration Committee

In accordance with its charter, the Remuneration Committee assists the Board of Directors with its responsibilities relating to the evaluation and monitoring of the remuneration of the CEO and other members of the Leadership Team and the preparation of the remuneration policy and remuneration report of the Company's corporate bodies as well as monitors the Company's remuneration policies, schemes and plans. It also assists the Board of Directors in connection with possible major management reorganisations based on preparation and proposals by the CEO. The Remuneration Committee also identifies individuals qualified to serve as the CEO and other members of the Leadership Team of the Company and prepares the appointments and plans the successions related thereto.

The Remuneration Committee consists of at least three members appointed by the Board of Directors. The majority of the members of the Remuneration Committee shall be independent of the Company and the CEO or any executive director of the Company shall not be appointed to the Remuneration Committee.

Committees in 2024:

During 2024 the Audit Committee held 3 meetings and comprised of the following members at the end of the year:

Member Attendance/
meetings
Independence
Reijo
Tauriainen
(chair)
67% Independent
Catherine
Calarco
100% Independent
Anna
Tenstam
100% Independent
Ty
Lee
100% Independent

During 2024 the Remuneration Committee held 2 meetings and comprised of the following members at the end of the year:

Member Attendance/
meetings
Independence
Seppo
Mäkinen
(chair)
100% Independent
Catherine
Calarco
100% Independent
Ty
Lee
100% Independent

5. CEO and his duties

The Board of Directors appoints the Chief Executive Officer ("CEO"). The CEO is responsible for the management of the Company's operations and governance in accordance with the Articles of Association, the Finnish Companies Act, other applicable legislation and in accordance with the instructions given by the Board of Directors. The CEO's service terms are specified in writing in his written service contract.

Juho Himberg (born 1970) has served as the CEO for Optomed since 2023.

6. Optomed Leadership Team

Optomed Leadership Team assists the CEO in his duties in the management of the group. The members of the Optomed Leadership Team are appointed by Board of Directors.

At the end of 2024, the Leadership Team comprised the following members:

Name Position Appointed Employee
since
Juho
Himberg
Chief
Executive
Officer
2023 2023
Sakari
Knuutti
Chief
Financial
Officer
2019 2019
Markku
Myllylä
Vice
President,
Software
2018 20181)
Laura
Piila
Vice
President,
Devices
2015 2010

1)One of the founders of Commit; Oy (today: Optomed Software Oy) in 1989 and the CEO since 2009.

Juho Himberg

(born 1970) has been the CEO of Optomed and a member of the Leadership Team since 2023. Juho Himberg was most recently the CEO of Aidian. Prior to Aidian, Himberg held leadership positions worldwide at various healthcare and medical technology companies such as Orton, Stryker, C.R. with Bard Inc. and Gambro. He holds a Master of Science in Chemistry from the University of Helsinki and Master of Business Administration from the University of Rochester. He is a Finnish citizen.

Markku Myllylä

(born 1961) has been the Vice President, Software of Optomed and a member of the Leadership Team since 2018. He joined Optomed in 2018 through the acquisition of Commit; Oy. Mr. Myllylä is the co-founder of Commit; Oy (presently Optomed Software Oy) and has been the Chief Executive Officer of Optomed Software Oy since 2009. He holds a Master of Science degree in Computer Sciences and Economics from the Technical University of Helsinki. He is a Finnish citizen.

Sakari Knuutti

(born 1984)has been the Chief Financial Officer of Optomed since 2022 and a member of the Leadership Team and Chief Legal Officer since 2019. He joined Optomed in 2019. Previously, Mr. Knuutti has held, among others, the positions of Senior Legal Counsel at CGI Inc, Head of Legal and IR at Affecto Plc. He holds a Master of Laws degree from the University of Helsinki. He is a Finnish citizen.

Laura Piila

(born 1983) ) has been the Vice President, Devices of Optomed since 2019 and a member of the Leadership Team since 2015. She joined Optomed in 2010. Prior to becoming the Vice President of Devices of Optomed, Ms. Piila has held several managerial positions at Optomed, including Quality Manager and Business Development Director, as well as the position of Build Manager at Nokia Corporation. She holds a Master of Science degree in Industrial Engineering and Management from the University of Oulu. She is a Finnish citizen.

Management shareholding at the end of 2024:

Name Position Own
and
controlled
shares
Options
Juho
Himberg
CEO 30,000 200,000¹
Sakari
Knuutti
CFO 127,8752
Markku
Myllylä
Vice
President,
Software
76,3753
Laura
Piila
Vice
President,
Devices
30,000 118,8754
Total 60,000 525,125

¹) Of which 50,000 under the 2022A option program, 150,000 under option program 2024A.

²) Of which 20,000 under the 2019C option program, 57,875 under option program 2022A and 50,000 under the 2024A option program.

³) Of which 60,000 under the 2019A option program, 13,875 under the 2022A option program and 2,500 under the 2024A option program.

4 ) Of which 20,000 options under the 2017B option program, 63,875 under the 2022A option program and 35,000 under the 2024 option program

III.Descriptions of Internal Control Procedures and the Main Features of Risk Management Systems

Optomed prepares consolidated financial statements and interim reports in accordance with the International Financial Reporting Standards, as adopted by the EU, the Finnish Securities Markets Acts as well as the appropriate Finnish Financial Supervision Authority Standards and Nasdaq Helsinki Ltd's rules. The Report of the Board of Directors of Optomed and parent company financial statements are prepared in accordance with Finnish Accounting Act and the recommendations and guidelines of the Finnish Accounting Board. Optomed's financial reporting process are mainly managed internally with minor support from an external accounting service provider. Internal control and risk management systems and practices as described below are designed to ensure that the financial reports as disclosed by the company give correct information about the company finances in all material respect.

Optomed group has reporting manual which includes an overview of financial reporting process, key outputs, and roles and responsibilities within the process. Essential group policies are part of the guidelines. The up-to-date versions of reporting manual and other internal guidelines for financial reporting can be found at group intranet.

Optomed's subsidiaries in each country have separate finance organization and also business activities are local. Proper arrangement and monitoring of internal control is under the responsibility of the local management in accordance with the group framework.

Optomed group uses a common chart of account and consolidation and reporting application. Subsidiaries submit external financial reporting to the group finance on a monthly basis.

Optomed's Group Finance and Control function has defined the significant processes relevant to internal control over financial reporting, e.g. revenue, purchasing, payroll expenses, project management, finance, and related IT systems. Within this process framework, financial reporting risks and control objectives have been defined and group wide common control points have been designed to mitigate financial reporting risks. Common control points include for example authorizations, key accounting reconciliations, project management procedures, segregation of key financial duties and analysis of financial performance and figures in order to identify any irregularities or errors.

Group Finance and Control supports subsidiaries by regular monitoring and by providing additional guidance. The subsidiaries together with the Global Finance and Control conduct annually a self-evaluation of the internal control points, which is then presented to the Audit committee.

Financial reports prepared by the subsidiaries are analyzed by Optomed group finance. Group management and operative segment management have monthly meetings including a review of business operations and financial position for which the segment management prepares a report.

Group and segment-based financial reports are prepared for the Optomed Board on a monthly basis. According its charter, the Board reviews and approves quarterly interim financial reports, financial statement releases and the financial statements.

The Group Finance and Control functions and finance managers of the subsidiaries meet semi-annually to evaluate and adjust the procedures related to financial reporting and internal controls.

1. Overview of the risk management systems

Optomed has a defined risk management policy in place. The objective of Optomed risk management policy is to ensure the implementation of Optomed strategy and to support in achieving company strategic, operational and financial targets. The objective set for risk management is achieved when Optomed has systematically identified the uncertainties, risks and opportunities related to the targets and is able to effectively assess and manage the identified risks. Therefore, risk management is an integral part of Optomed management system. In order to be able to assess its total risk exposure, Optomed upholds a comprehensive risk portfolio including all business areas and functions. Optomed recognizes that controlled risk taking can have a positive effect on achievement of the set targets. Each segment is accountable for owning and managing its risk according to Optomed policies. The CFO is accountable of the risks with respect to financial reporting. Risk identification is performed in all business areas and operative functions of each segment and common functions. Risk identification is conducted by gathering risk data from all business areas and functions by appropriate actions. Risks are assessed and prioritized in terms of severity/ impact and probability. Overall risk score is calculated by multiplying these two factors. Each mitigating activity must have a designated owner stated in the risk analysis summary. Risk responses (e.g. control methods, mitigation plans, continuity plans) are systematically defined for all major risks included in the risk portfolio as well as to less significant risks where the cost of measures is in a reasonable proportion to the significance of the risk. Risks are identified constantly and when appropriate necessary changes in the risk portfolio shall be made in order to ensure an up-to-date risk profile of the company.

The group level risk profile is reviewed by the Optomed Leadership team once per quarter. The risk summary prepared by the Leadership Team is then reviewed and approved by the Audit Committee and, as applicable, the Board. This is done as part of the quarterly financial reporting. The Board informs the market about the most significant risks and uncertainties in the financial statements and in the interim reports.

2. Overview of the internal control and internal audit

Internal control aims to ensure that Optomed's business activities are efficient and proficient, financial reporting is reliable and that applicable laws, regulations and company's internal policies are followed.

The Board of Directors and the Audit Committee, which is appointed by the Board, supervise internal control and the risk management pertaining to the financial reporting. The Group CEO and CFO are together responsible for implementing the internal control and risk management together with the Leadership Team, subsidiary management teams and finance directors.

Optomed does not have separate internal audit function, it is an outsourced service. The function is generally coordinated by the Group Finance and Control function together with the Audit Committee. Any audit results are reported by the CFO to the Board's Audit Committee and to the CEO. If necessary, reports can also be addressed directly to the entire Board of Directors.

IV. Other Information

1. Related party transactions

The Board of Directors of the Company has defined the principles regarding the monitoring and evaluation of related party transactions. The Company keeps a list of related parties. Optomed has set related party principles and related party transaction policy.

Transactions with any related parties are entered into on market terms and relevant decisions are taken in compliance with the Company's approval policy and established decision-making limits. The Company's finance and control function monitors related party transactions as a part of the Company's normal reporting and control procedures and reports related party transactions on a quarterly basis to the Audit Committee. The Company's Board of Directors decides on related party transactions that are not part of the ordinary course of business of the Company or are not concluded on market terms. Information on transactions concluded between the Company and its related parties is disclosed annually in the notes to the Company's consolidated financial statements. In addition, the Company publishes such related party transactions to the extent required pursuant to the applicable legislation and the rules of Nasdaq Helsinki Ltd.

2. Insider administration

Optomed complies with the EU regulation (especially the Market Abuse Regulation, (MAR)) and Finnish legislation, the insider guidelines of Nasdaq Helsinki Ltd and the regulations and guidelines of the European Securities Markets Authority and the Finnish Financial Supervisory Authority. The regulation is supplemented by the Company's own insider guidelines. The compliance is monitored by the Company's own insider administration.

The Company has defined Persons Discharging Managerial Responsibility of the Company (the "PDMRs") to include the members of the Optomed Board of Directors and Optomed Leadership Team. In addition, the Company maintains a list of persons that participate in the financial reporting of the Company (the "Financial Reporting Group").

PDMR Declarations

As per the Company's insider guidelines, both the PDMRs and their related parties must report any transactions with respect to financial instruments of the Company within two business days from the transaction. The Company announces the transactions of PDMRs and their related parties through stock exchange release.

Trading Restrictions

The PDMRs and the Financial Reporting Group are not allowed to trade 30 days before the publication of the Company's financial statement bulletin and interim reports, and on the day of the publication.

Further, in case the Company assesses and resolves to delay a disclosure of a major project or other matter, the Company establishes a project specific insider list. A person entered in the project-specific insider list is not allowed conduct any trading. Optomed has no permanent insiders.

External Auditor in 2024

In 2024, Optomed's statutory auditor was KPMG Oy Ab, Authorised Public Accountants, with Authorised Public Accountant Heidi Hyry as the auditor with principal responsibility since the Annual General Meeting of 2023. Heidi Hyry is a member of the Finnish Association of Auditor.

The history of fees paid to the auditors is the following:

In
thousand
of
euro
2024 2023 2022
Audit
fees
146 160 145
Consulting 2 0 7

Remuneration Report for Governing Bodies

19

Remuneration Report for Governing Bodies

This remuneration report for the financial year 2024 has been prepared according to the remuneration reporting section of the Finnish Corporate Governance Code 2025 as well as the provisions of the Finnish Securities Market Act and Limited Liability Companies Act. The remuneration and other financial benefits are reported on a cash basis.

The Annual General Meeting of Optomed Plc ("Optomed" or the "Company") approved Optomed's remuneration policy on 10 May 2024 ("Policy"). The remuneration policy is available on the Company's website on https://www.optomed. com/investors/.

The goal of the Policy is to promote the Optomed's long-term financial performance and sustainable shareholder value creation by attracting, retaining and motivating executive management to drive the Optomed strategy in alignment with all essential stakeholder interests. The Policy's overriding objective is to ensure long-term pay-for-performance alignment at Optomed, that rewards for the delivery of Optomed's strategy in a manner which is simple, straightforward and understandable. The Policy aims to support attracting, retaining and motivating individuals with the suitable caliber to lead Optomed.

The Company has not exercised the right to deviate from the Remuneration Policy nor exercised the option of clawback of remuneration.

The following table presents the development of the remuneration of the board of directors and the CEO compared to the development of the average remuneration of employees and to the group's financial development over the preceding five financial years:

In
EUR
thousand
2024 2023 2022 2021 2020
Board
total
remuneration1
131 131 95 110 111
CEO
remuneration2
259 181 137 128 144
Average
employee
remuneration3
79 73 72 78 65
Group
revenue
15,04M 15,10M 14.66M 14.85M 13.01M
Group
EBITDA
-3,2 -1,8 -2,0 -2.0 -0.7

1) Does not include the consultancy fees of Petri Salonen. 2) ) includes 58 of CEO severance payment in 2024 3) Optomed's annual reported personnel costs divided by the number of employees.

1. Remuneration of the Board of Directors

The General Meeting of Shareholders determines the remuneration payable to the members of the Board of Directors. The Annual General Meeting held of 2024 approved the following annual fees for the Board members:

  • EUR 36,000 for the Chairman of the Board of Directors, and
  • EUR 18,000 for each member of the Board of Directors.

Further, the Annual General Meeting approved that a meeting fee in the amount of EUR 300 is paid to the Chairpersons and EUR 200 to the members of the Committees for Committee meeting. 40 percent of the Board of Directors remuneration is paid in Optomed shares and 60 percent in cash. The yearly fees were paid in August 2024 by transferring own shares held by the Company based on an authorization granted by the Annual General Meeting.

In addition to his duties as Board chairman, Petri Salonen also supports the Company as consultant with various matters. In this capacity since September 2020 Petri Salonen has been paid a consultancy fee of EUR 8 (8) thousand a month in addition to his Board fees. In 2024, the fees paid to Petri Salonen amounted to EUR 97 thousand and in 2023 they amounted to EUR 78 thousand. The fees include VAT. In addition, he has been paid EUR 6 (5) thousand as reimbursement for travel and other expenses in 2024. The consultancy relationship does not entitle Salonen to any benefits or variable pay in addition to the fees. Catherine Calarco has also provided consultancy services to the Company in relation to the US market in 2024. The total amount of fees paid to Ms Calarco in 2024 was EUR 14 thousand.

The members of the Board of Directors are not included in the incentive schemes of the Company and no shares, option rights or other special rights have been given or granted as remuneration to the members of the Board of the Directors with the exception of the afore-mentioned proportion of their annual fee, which was paid in shares.

No pension benefits have been granted in favor of the members of the Board of Directors.

Name Position Yearly
fees
Meeting
fees
Consulting
fees
Total
Petri
Salonen
Chairman 36 0 97 133
Catherine
Calarco
Board
member
18 1 14 33
Seppo
Mäkinen
Remuneration
Committee
Chairman
18 1 0 19
Reijo
Tauriainen
Audit
Committee
Chairman
18 1 0 19
Anna
Tenstam
Board
member
18 1 0 19
Ty
Lee
Board
member
18 1 0 19

All in EUR thousand.

2. Remuneration of the CEO

The remuneration of the CEO of the Company in accordance with the remuneration policy consists of a monthly fixed salary, customary fringe benefits and short and long-term incentives. The Board of Optomed decides on the CEO's remuneration annually within the framework of the Policy and based on the proposal of the Board's remuneration committee.

The remuneration and benefits paid to the CEO during the financial yeas 2024 are presented in the following table:

Fixed
Salary1
Supple
mentary
pension
Short
Term
Incentive
Share
based
payments
Total
Juho
Himberg
211 21 31 0 263

all in EUR thousand. 1) Includes benefits

In 2024, 87% of the total remuneration consisted of fixed pay components and 13 % of variable pay components.

The CEO is entitled to both a long term incentive scheme, and a short-term incentive scheme. Additionally, the CEO is entitled to supplementary pension. The current retirement age for the CEO follows the Finnish Employee's Pension Act. The CEO long-term stock ownership target is 50% of his annual gross salary. At the end of 2024, Juho Himberg owned 30,000 Optomed stocks which complies with the target. The termination period of the CEO contract is 12 months.

Short Term Incentive

The short-term incentive (STI) performance criteria for 2024 were set by the Board in the beginning of the financial year. These criteria encompassed several financial and strategic objectives. The strategic objectives included various business development and other targets. The maximum bonus for the CEO under the short-term incentive system was EUR 206,400, i.e. approximately 100 percent of the yearly fixed salary, with the largest single target being the revenue growth target, representing approximately 50 percent of the total compensation. Compensation begins to accrue when revenue exceeds a separately defined minimum level and increases linearly in milestones, reaching 100% of the target level when the set revenue target is met. The second-largest goal is related to Adjusted EBITDA.

Based on the achievement of the targets in 2024, the CEO will be paid a shortterm incentive of EUR 30,950, which corresponds to 15 percent of the maximum amount. The payment will be made in 2025. The performance metrics and earned incentives of the short-term incentive scheme are detailed in the table below. The performance metrics and earned incentives of the short-term incentive scheme are detailed in the table below.

Measure Weight
of
the
measure
(%)
Outcome
on
the
measurement
scale
Total
earning
opportunity
(per
cent
of
the
fixed
annual
salary)
Total
outcome
Revenue
growth
50% 0%
FDA
clearance
and
related
sales
targets
20% 25% Maximum
earning
opportunity:
100%
EUR
30,950
Measures
based
on
strategic
targets
and
projects
30% 50%

The earning opportunity and performance measures in the short-term incentive plan 2024:

Long Term Incentive

During 2024, the CEO received 150,000 options based on option plan 2024A. The purpose of the plan is to retain and incentivize the CEO among other key employees. The subscription price is EUR 4.62 per option. The subscription period is 1 January 2026 – 31 December 2028, after which the program will expire. Should the service relationship of the CEO be terminated the option rights are automatically transferred to the Company without consideration unless the Board decides otherwise.

Total LTI holdings of the CEO at the end of 2024:

LTI
scheme
Subscription
period
Subscription
price
Number
of
holdings
2022A 1
January
2026

31
December
2027.
4,17 50
000
2024A 1
January
2026

31
December
2028.
4.62 150,000

Board of Directors' Report and Financial Statements 2024

24

Board of Directors' Report

Optomed in brief

Optomed is a Finnish medical technology company and a leading manufacturer of handheld fundus cameras and screening software. Optomed combines handheld fundus cameras with software and artificial intelligence with the aim to transform the diagnostic process of various diseases, such as rapidly increasing diabetic retinopathy. Optomed has offices in Finland, the US and China and the company's products are sold via various sales channels in over 60 countries globally.

Operating Environment

Optomed operates in the global market for eye examination and treatment devices, which includes fundus cameras, related software, and AI solutions for screening eye diseases. The global fundus camera market exceeded \$473 million in 2020, and its CAGR is expected to grow by more than 3.2% from 2021 to 2027. The fundus camera and eye screening markets are driven by technological advancements, increasing awareness of the importance of eye examinations, an aging population, and favorable government initiatives. 1

The advancement of AI in the diagnosis of eye diseases took a significant leap forward in 2021 when a new reimbursement code for diabetic retinopathy screening using AI was introduced in the United States. This new CPT code 92229 "retinal imaging with automated point-of-care" accelerates the use of AI in the US market, as billing for the service is simpler with the new coding. The national average physician fee for CPT 92229 in the United States is approximately \$45.69. Physician fees vary by region depending on applicable cost indices (GPCI). According to the American Association of Ophthalmology, it is estimated that 61 million adults in the United States are at risk of losing their vision, and only half of them have seen an eye doctor in the past 12 months. New technology, such as AI, can be an important step in making eye screenings more convenient and accessible, reaching individuals who are currently outside the screening programs. While AI is not expected to replace doctors, it increases efficiency. Since AI can help detect diabetic retinopathy and macular degeneration, it can help reach patients who are currently missing out on these important examinations. 2

In 2024, the handheld AI camera Optomed Aurora AEYE received approval from the United States Food and Drug Administration (FDA), enabling the product's sales and marketing activities in the United States.

1 https://www.prnewswire.com/news-releases/global-nonmydriatic-handheld-fundus-camerasmarkets-2021-2026---focus-on-teleophthalmology-presents-opportunities-301438049.html 2 AAO, Artificial Intelligence Trends in Eye Care, Aug 22, 2018

Revenue, Protability and Result

Group summary - Key figures and APM's

Optomed uses certain alternative performance measures (APMs) with the purpose to provide a better understanding of how the business develops. These APMs, as defined, cannot be fully compared with other companies' APMs.

In
thousands
of
euro
2024 2023 Change,
%
2022
Revenue 15,040 15,100 -0.4% 14,660
Gross
profit
*
9,676 10,292 -6.0% 10,069
Gross
margin
%
*
64.3% 68.2% 68.7%
EBITDA -3,458 -1,781 -94.2% -1,952
EBITDA
margin
*,
%
-23.0% -11.8% -13.3%
Adjusted
EBITDA
*
-2,796 -1,470 -90.2% -1,952
Adjusted
EBITDA
margin
*,
%
-18.6% -9.7% -13.3%
Operating
result
(EBIT)
-5,957 -3,974 -49.9% -5,097
Operating
margin
(EBIT)
*,
%
-39.6% -26.3% -34.8%
Adjusted
operating
result
(EBIT)
*
-5,295 -3,663 -44.6% -5,097
Adjusted
operating
margin
(EBIT
margin)
*,
%
-35.2% -24.3% -34.8%
Net
profit/
loss
-5,450 -4,441 -22.7% -5,472
Earnings
per
share
-0.29 -0.27 -9.8% -0.37
Cash
flow
from
operating
activities
-1,596 -615 -159.3% -2,370
Net
Debt
-8,170 -3,768 116.8
%
-3,251
Net
debt/
EBITDA
(LTM)
2.4 2.1 1.7
Net
debt/
Adjusted
EBITDA(LTM)
2.9 2.6 1.7
Equity
ratio
*
74.4% 70.0% 65.0%
R&D
expenses
personnel
1,336 1,280 4.4% 1,198
R&D
expenses
other
costs
706 644 9.6% 661
Total
R&D
expenses
2,041 1,924 6.1% 1,859

*) Alternative performance measures, see section Alternative Performance Measures for definitions and calculations.

In January-December, revenue decreased by 0.4 percent to EUR 15,040 (15,100) thousand. Revenue in the Devices segment increased by 6.3 percent, while revenue in the Software segment decreased by 3.7 percent.

The gross margin decreased to 64.3 percent from 68.2 percent in the comparison period.

EBITDA was EUR -3,458 (-1,781) thousand, and EBIT was EUR -5,957 (-3,974) thousand.

Net financial items were EUR 441 (-545) thousand, mainly consisting of interest income and exchange rate differences between the Chinese renminbi and the euro.

Optomed Aurora AEYE-DS AI successfully received FDA approval in the United States during Q2 2024.

In Q2 2024, Optomed signed a shareholder agreement for a joint venture in China with Zhongbao, a venture capital firm based in Shenzhen, China. The pilot project has been transferred to 2025.

Financial summary per segment

Devices segment

Optomed has two synergistic business segments: Devices and Software. The Devices segment develops, commercializes and manufactures easy-to-use and affordable handheld fundus cameras, that are suitable for any clinic for screening of various eye diseases, such as diabetic retinopathy, glaucoma and AMD (Age Related Macular degeneration).

In January – December 2024, the Devices segment revenue increased by 6.3 percent to EUR 5,326 (5,009) thousand. During the year, the US was the largest market driven by the large US order of Q4.

The gross margin decreased to 52.2 percent from 58.8 percent. The gross margin was negatively affected by an inventory revaluation of EUR 0.3 million in Q3-2024. EBITDA was EUR -1,673 (-1,264) thousand or -31.4 (-25.2) percent of revenue.

In
thousands
of
euro
2024 2023 Change,%
Revenues 5,326 5,009 6.3%
Gross
profit
*
2,778 2,947 -5.7%
Gross
margin
%
*
52.2% 58.8%
EBITDA -1,673 -1,264 -32.4%
EBITDA
margin
*,
%
-31.4% -25.2%
Operating
result
(EBIT)
-3,343 -2,707 -23.5%
Operating
margin
(EBIT)
*,
%
-62.8% -54.0%

*) Alternative performance measures, see section Alternative Performance Measures for definitions and calculations

Software segment

Optomed has two synergistic business segments: Devices and Software. The Software segment develops and commercializes screening software for diabetic retinopathy and cancer screening for healthcare organizations. The segment also distributes off-the-shelf products from selected partners to supplement its own solutions and expertise and provides software consultation to support the Devices segment screening solution projects.

In
thousands
of
euro
2024 2023 Change,
%
Revenues 9,714 10,091 -3.7
%
Gross
profit
*
6,889 7,346 -6.2
%
Gross
margin
%
*
70.9
%
72.8
%
EBITDA 1,897 2,629 -27.8
%
EBITDA
margin
*,
%
19.5
%
26.1
%
Operating
result
(EBIT)
1,078 1,889 -42.9
%
Operating
margin
(EBIT)
*,
%
11.1
%
18.7
%

*) Alternative performance measures, see section Alternative Performance Measures for definitions and calculations.

In January - December 2024, the Software segment revenue decreased by 3.7 percent to EUR 9,714 (10,091) thousand. In Q3-2024, the Software segment won a dental imaging related public procurement process in Finland In Q2-2024, Optomed won a contract to provide non-healthcare development services to a Finnish governmental agency. Optomed has been providing the services since 2003 but the contract was subject to a procurement process.

Gross margin decreased and it was 70.9 (72.8) percent.

EBITDA was EUR 1,897 (2,629) thousand or 19.5 (26.1) percent of revenue

Group-wide expenses

Group-wide expenses consist of functions supporting the entire group such as treasury, group accounting, marketing, legal, HR and IT as well as public listing expenses.

Group-wide operating expenses amounted to EUR 3,692 (3,155) thousand.

Balance sheet, nancial position and investments

In January-December, the net cash flow from operations was EUR -1,596 (-615) thousand.

The net cash flow from investments was EUR -2,118 (-2,412) thousand, mainly consisting of capitalized product development expenses.

The net cash flow from financing activities was EUR 7,081 (1,609) thousand for the review period.

A Chinese customer, from whom Optomed has significant trade receivables, has failed to make several payments since the second half of 2023. As a result, the special provision for credit losses was increased to 75 percent during Q2 2024. During Q3 2024, Optomed received a payment of EUR 455 thousand from the customer, reducing the credit loss provision by EUR 340 thousand. The credit loss provision has been increased to 100% in the last quarter of the year and the trade receivable has been written down at the end of Q4 2024. Total credit loss for 2024 is EUR 1,099 thousand.

On June 26, 2024, Optomed carried out a directed share issue consisting of 1,500,000 new shares of the company. The issue raised approximately EUR 7.9 million in gross proceeds.

Research and development

Optomed is a research and development driven healthcare technology company. The strong focus on research and development has been the core of the operations since the foundation of the company in 2004 and has resulted in a strong international patent portfolio comprising 42 international patents and 31 pending patents. Additionally, Optomed has five registered as well as four pending model protection and 91 registered trademarks.

Optomed's management believes that the strong patent portfolio and continuous development of new camera and software solutions are the most important competitive advantages of the company. Optomed's proprietary and patented technology have resulted in Optomed being able to develop and construct handheld fundus cameras that are able to provide high- quality fundus images. The quality of the images is higher or on the same level as most traditional desktop fundus cameras.

The research and development expenditure totaled EUR 3,819 thousand, representing 25.4 percent of revenue in 2024, compared to EUR 3,993 thousand or 26.4 percent of revenue in 2023.

In
thousands
of
euro
2024 2023
R&D
expenditure
3,819 3,993
As
percentage
of
revenue
25.4% 26.4%

Non-nancial information

Environment, Social and Governance (ESG) related matters are an integral part of Optomed's operations. The company is still rather small which enables the management to take ESG matters into consideration efficiently.

Optomed has identified manufacturing as one of its key ESG elements and the key ESG related risks are within the scope of manufacturing. Therefore, the ESG matters are taken into account when making resolutions with regards to manufacturing. Currently, Optomed's devices are manufactured by an ESM partner that is a NYSE listed entity with its own strict sustainability requirements and reporting. This gives Optomed visibility and assurance that ESG matters are taken into account with regards to its device manufacturing.

Optomed has implemented a governance structure required for the Nasdaq Helsinki main list and implemented significant amount of policies, including the code of conduct and whistleblowing that all employees are expected to follow. The code of conduct also highlights Anti-Bribery and Corruption (ABC) matters as they have been assessed to be extremely important due to the global nature of Optomed's operations. The governance function has been strengthened significantly and new expertise has been brought to the board and audit committee. The governance structure is described in detail in Optomed's Corporate Governance Statement.

Health technology is a regulated sector which also contributes to the company's ESG approach. Optomed complies with RoHS, REACH, conflict mineral regulations and all applicable privacy, consumer protection and product safety regulations. Optomed's compliance with respect to various medical devices related regulations is also audited by third parties regularly.

Personnel, management and legal structure

Personnel

On 31 December 2024, Optomed had a total of 114 employees, of which a significant number worked in expert roles. The employee contracts are mostly permanent contracts.

Number
of
employees
2024 2023
Average
number
of
employees
112 114
Number
of
employees
at
the
end
of
the
period
115 114
Graphical
distribution
of
employees
2024 2023
Finland 100 97
China 6 8
United
States
9 9
Total 115 114

Management

Optomed Oyj leadership team consist of at the end of the 2024 CEO Juho Himberg, CFO Sakari Knuutti, Software-segment leader Markku Myllylä and Devices-segment leader Laura Piila.

Legal structure

Optomed group consists of the parent company Optomed Plc and four subsidiaries in Finland, China, the USA and Hong Kong. The parent company of the group, Optomed Plc, is responsible for, among other things, the management of the group as well as finance and accounting functions, human resources, legal affairs and corporate communication. The parent company and country companies are responsible for the Devices segment operations, while the Software segment operations are carried out through Optomed Software Oy. In addition to Finland, Optomed operates in China and the USA through its subsidiaries. The main responsibilities of the foreign subsidiaries are local sales and distribution channel management, product registration as well as the launching of new products, brand building, marketing, after-sales services, and repair services.

The following table presents the subsidiaries of the company along with respective ownership shares on 31 December 2024.

Subsidiaries
of
the
company
Consolidated
shareholding
and
voting
right,
%
Country
of
incorporation
Optomed
Software
Oy
100
%
Finland
Optomed
Hong
Kong
Ltd
100
%
Hong
Kong
Optomed
China
Limited
Co.,Ltd
100
%
China
Optomed
USA
Inc.
100
%
United
States

Shares and shareholders

The company has one share series with all shares having the same rights. At the end of the review period Optomed Plc's share capital consisted of 19,693,297 shares and the company held 34,729 shares in the treasury which corresponds to approximately 0.18 percent of the total amount of the shares and votes. Optomed's market capitalization was EUR 91.8 million at the of the review period.

Sector Number
of
shareholders
%
of
shareholders
Number
of
shares
%
of
shares
Private
companies
459 3.91 3,693,432 18.75
Financial
and
insurance
institutions
21 0.18 4,349,108 22.08
Public
sector
organizations
6 0.05 1,305,762 6.63
Households 11,198 95.47 8,953,386 45.46
Non-profit
instit
serving
households
18 0.15 90,078 0.46
Foreigners 18 0.15 29,793 0.15
Total, 11,720 99.92 18,421,559 93.54
Nominee
registered
9 0.08 1,271,738 6.46
Total
shares
11,729 100 19,693,297 100
Number
of
shares
Shareholders % Shares %
1-
100
3,991 34.03 182,386 0.93
101–1,000 5,960 50.81 2,391,662 12.15
1,001–10,000 1,612 13.74 4,296,626 21.82
10,001–100,000 143 1.22 3,684,017 18.71
100,001–1.000,000 21 0.18 6,584,421 33.44
>1,000,000 2 0.02 2,554,185 12.97
Total 11,729 100 19,693,297 100
Nomineeregistered 9 0.08 1,271,738 6.46
Number
of
shares
issued
19,693,297 100
Shareholder Shares %,of,shares
1 OP-Finland
Small
Cap
1,437,956 7.3
2 *
Skandinaviska
Enskilda
Banken
Ab
(publ)
Helsinki
Branch
1,116,229 5.67
3 Säästöpankki
Small
Cap
Mutual
Fund
959,719 4.87
4 Danske
Invest
Finnish
Equity
Fund
894,224 4.54
5 Aktia
Capital
Mutual
Fund
696,416 3.54
6 Suomen
Teollisuussijoitus
Oy
601,080 3.05
7 eQ
Finland
Investment
Fund
395,933 2.01
8 Elo
Mutual
Pension
Insurance
Company
380,000 1.93
9 Nordea
Nordic
Small
Cap
Fund
361,125 1.83
10 Säästöpankki
Finland
Mutual
Fund
318,388 1.62
, 10
largest
shareholders
total
7,161,070 36.36
, Nominee,registered 1,116,229 5.67
, Others 12,532,227 63.64
, Total 19,693,297 100

*Nominee register

At the end of the review period, Optomed's Chairman and Members of the Board of Directors controlled 57,644 shares, representing approximately 0.29 percent of the total number of all shares and 0.29 percent of all shares excluding shares in treasury. The CEO and management team owned 60,000 shares and 523,125 options.

Flagging notications

Under the provisions of the Finnish Securities Markets Act, shareholders of listed companies have an obligation to notify both the Finnish Financial Supervision Authority and the listed company of changes in their holdings when crossing predefined thresholds.

In 2024, Optomed received the following major shareholder notifications:

2.7.2024 Sp Rahastoyhtiö Oy notified that its total holdings in Optomed shares and votes has increased to 6.51% of all of the registered shares in Optomed..

30.09.2024 Danske Bank A/S. notified that its total holdings in Optomed shares and votes has increased to 5.08 per cent of all of the registered shares in Optomed.

14.11.2024 Danske Bank A/S. notified that its total holdings in Optomed shares and votes has decreased to 4.86 per cent of all of the registered shares in Optomed.

Shareholders agreements

The company is not aware of the existence of any Shareholders' agreements and it is not controlled by anyone.

Additional information with respect to the shares, shareholding and trading can be found on the company's website www.optomed.com.

Authorizations

The Company's annual general meeting held 10.5.2024 approved following authorizations for the Board of Directors.

The Annual General Meeting approved the authorization for the Board of Directors to repurchase Optomed's own shares and to accept them as pledge. Altogether no more than 1,813,039 shares may be repurchased or accepted as pledge. The authorization will be valid until the earlier of the end of the next Annual General Meeting or 18 months from the resolution of the Annual General Meeting. The Annual General Meeting authorized the Board of Directors to decide on the issuance of shares and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Companies Act. The number of shares to be issued based on this authorization may not exceed 1,813,039. The Board of Directors is authorized to resolve on all terms and conditions of the issuance of shares and special rights entitling to shares, including the right to derogate from the pre-emptive right of the shareholders. The authorization will be valid until the earlier of the end of the next Annual General Meeting or 18 months from the resolution of the Annual General Meeting.

Group
Share
Indicators
2024 2023 2022
Earnings
per
share
-0.29 -0.27 -0.37
Equity
per
share
1.27 1.22 1.39
Dividend
per
share
- - -
Dividend
%
of
earnings
- - -
effective
dividend
yield
%
- - -
P/E
ratio
-15.97 -14.00 -10.03
Share
price
performance,
share
issue
adjusted
*
Lowest
share
price
3.29 2.38 2.11
Highest
share
price
7.74 4.63 10.75
Average
share
price
4.74 3.45 4.56
Closing
share
price
4.66 3.72 3.75
Market
value
of
shares
at
end
of
period
91,771 67,445 62,030
Weighted
average
adjusted
number
of
shares
during
the
financial
period
17,874,677 15,949,241 14,052,855
Weighted
average
adjusted
number
of
shares
in
the
end
of
financial
year
18,675,167 16,706,508 14,640,697

Calculation of share indicators

Earnings
per
share
Net
result
/
Weighted
average
number
of
outstanding
shares
Equity
per
share
Shareholders'
equity
/
adjusted
number
of
shares
at
the
end
of
the
financial
period
-
own
shares
Dividend
per
share
Total
dividend
/
adjusted
number
of
shares
at
the
end
of
the
financial
period
-
own
shares
Dividend,
%
of
earnings
Dividends
per
share
/
earnings
per
share
×
100
Effective
dividend
yield,
%
Dividend
per
share
x
100
/
adjusted
share
price
at
the
end
of
the
financial
period
P/E
ratio
Market
value
per
share/
earnings
per
share

Option programs

Optomed has established several option programs as incentive programs covering employees, managing directors and consultants of the group.

Optomed's amended option programs are described below.

Each option entitles its owner to subscribe for one (1) new, or if the company's Board of Directors so decides, existing A share in the company or if the company would only have one class of shares, as is the case following the Listing, such shares. The share subscription prices, and the exercise periods are set out in the terms and conditions of the options.

The dividend right of the new shares and other shareholder rights will commence after the shares upon exercise of the relevant option are recorded into the Trade Register, or if existing shares of the company are being issued, upon completion of the transfer of the share provided that the transfer has been fully paid. The options are forfeited and automatically transferred to the company without consideration if the employment or service relationship to the group is terminated, for any reason whatsoever, or if the consulting agreement regarding the option holder's work performed for the group is terminated for any reason whatsoever, unless the Board of Directors decides to deviate from the main rule.

Program Subscription
price
(EUR)
Exercise
Period
Outstanding
options
at
the
end
of
2024
2017B 3.5 1
July
2020

31
Deember
2027
29,300
2018C 3.5 1
July
2020

31
December
2027
93,800
2019A 3.5 1
July
2021

31
December
2024
66,000
2019B 3.5 (40%)
1
July
2020

31
December
2024
40,000
(20%)
1
September
2020

31
December
2024
(40%)
1
September
2021

31
December
2024
2019C 3.5 1
July
2020

31
December
2027
20,000
2022A 4.17 1
January
2026

31
December
2027
250,000
2024A 4.62 1
January
2026

31
December
2028
237,500
Total 736,600

Decisions of the annual general meeting

The Annual General Meeting held on 10 May 2024 adopted the financial statements for the financial period ended on 31 December 2023, discharged the members of the Board of Directors and the CEO from liability for the financial period ended on 31 December 2023 and adopted the Company's Remuneration Report and Remuneration Policy for Governing Bodies.

The Annual General Meeting resolved in accordance with the proposal of the Board of Directors that no dividend will be paid for the year 2023. The number of members of the Board of Directors was confirmed as six. Catherine Calarco, Ty Lee, Seppo Mäkinen, Petri Salonen, Reijo Tauriainen and Anna Tenstam were re-elected as members of the Board.

The Annual General Meeting confirmed the annual Board remuneration as follows:

Chairman of the Board EUR 36,000 members of the Board EUR 18,000.

In addition, a meeting fee in the amount of EUR 300 is paid to the Chairpersons and EUR 200 to members of the Committees for each Committee meeting. 40 percent of the Board remuneration is paid in Optomed shares and 60 percent in cash. The part of the Board remuneration paid in Optomed shares will, if possible, be conveyed from the treasury shares of the Company in accordance with the authorization of the Board of Directors to resolve on the issuance of shares and special rights entitling to shares. The remuneration will be paid once a year in August, after Optomed's H1 report has been announced.

The Annual General Meeting decided to re-elect KPMG Oy Ab, a firm of authorized public accountants, as the Company's auditor. KPMG Oy Ab has informed the Company that Authorized Public Accountant Heidi Hyry acts as the auditor with principal responsibility. The auditor's remuneration will be paid in accordance with an invoice approved by the Company.

The Annual General Meeting resolved in accordance with the Board's proposal to amend the terms and conditions of the Stock Option Plans 2017B, 2018C, 2019A and 2019C so that the subscription periods for shares pursuant to all option rights granted under each Stock Option Plan will end on 31 December 2027.

The Annual General Meeting approved the authorization for the Board of Directors to repurchase Optomed's own shares and to accept them as pledge. Altogether no more than 1,813,039 shares may be repurchased or accepted as pledge. The authorization will be valid until the earlier of the end of the next Annual General Meeting or 18 months from the resolution of the Annual General Meeting.

The Annual General Meeting authorized the Board of Directors to decide on the issuance of shares and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Companies Act. The number of shares to be issued based on this authorization may not exceed 1,813,039. The Board of Directors is authorized to resolve on all terms and conditions of the issuance of shares and special rights entitling to shares, including the right to derogate from the pre-emptive right of the shareholders. The authorization will be valid until the earlier of the end of the next Annual General Meeting or 18 months from the resolution of this Annual General Meeting.

Decisions of the Board of Directors:

At its meeting held after the Annual General Meeting, the Board of Directors elected from among its members Petri Salonen as its Chairman. The committee members were elected as follows:

Audit Committee:

Reijo Tauriainen (Chairman) Catherine Calarco Ty Lee Anna Tenstam

Remuneration Committee:

Seppo Mäkinen (Chairman) Ty Lee Catherine Calarco

Risks and uncertainties

GEOPOLITICS

Geopolitical tensions may impact the competitiveness of Optomed's supply chain or sales, leading to increased costs or causing potential disruptions for example in the form of tariffs.

HIGH QUALITY PRODUCTS

The quality and safety of the Company's products are extremely important for Optomed's competitiveness.

The Company may be adversely affected if it fails to continuously develop and update its fundus cameras and software solutions or to identify or integrate new products and product platforms into its offering. The Company's or its partners' products may also be subject to clinical trials, the results of which are critical for the products' regulatory approvals and market acceptance.

STRATEGY AND M&A

The Company may be unsuccessful in fulfilling its strategy or the strategy itself may be unsuccessful.

The successful implementation of the Company's strategy depends upon a number of factors, some of which are completely or partially outside the Company's control. The Company has an appropriate risk management function in the context of the size of the Company's operations, however, it may not be able to identify or monitor all relevant risks and determine efficient risk management procedures and responsible persons that may again affect the strategy. The Company is also dependent on its ability to develop and manage varying routes-to-market for its products, the efficiency of its sales channels and its customer and distributor relationships. Further, the Company has an opportunistic view on M&A which by nature include inherent risks. Failure of strategy may force the Company to record write-downs on its goodwill.

MARKET AND COMPETITION

Optomed operates in a niche market that is highly competitive. Optomed operates in the fundus camera market that is developing fast and the competition is sometimes fierce. The market acceptance of the Company's products and solutions is important for our future growth. Optomed recognizes a possibility of new market changing products entering the market. Further, in certain key geographies the client base is limited and, therefore, a loss of a key customer in a key market may adversely affect our revenue streams.

EXTERNAL ECONOMIC AND POLITICAL RISKS AND NATURAL DISASTERS

Optomed operates globally and is thus exposed to various external risks. The Company is exposed to natural disasters taking place in countries where it operates and general and country specific economic political and regulatory risks, which could entail volatile sales in key markets.

SUPPLY CHAIN

Optomed's business is dependent on the effectiveness of purchasing materials, manufacturing and timely distribution.

The Company is dependent on contract manufacturers for functioning, efficient and effective production and product assembly. Further, the Company is dependent on suppliers which may affect the Company's ability to supply its customers in a timely manner.

SYSTEMS AND INFORMATION

Our operations are increasingly dependent on IT systems.

Disruption of the Company's IT systems could inhibit our business operations in a number of ways, including disruption to financial reporting, sales, production and cash flows.

LITIGATION

Optomed operates globally and pursues double-digit annual organic growth in mdium term. Optomed may not always be able to reach the best contractual terms with stakeholders. The Company may be negatively affected by legal or administrative proceedings directed at the Company or third parties due to back-toback liability, or other disputes and claims including product liability, especially in terms of medical devices, and intellectual property rights related items.

TRADE SECRETS AND PATENTS

The technologic capabilities are a competitive advantage that the Company must be .able to protect. The Company may not be able to protect its trade secrets and know-how which could lead to losing the competitive advantage the Company has. At the same time, the Company maybe forced to take actions against parties that violate our IPRs.

TALENT & ORGANISATION

A skilled workforce and agile organisation are essential for the continued success of our business.

The Company may be adversely affected if it would lose its key personnel or fails to attract the right talent.

FINANCE

The Company needs external financing to operate and is not currently profitable. The Company is dependent on external financing and the Company may have difficulties accessing additional financing on competitive terms or at all which may again contribute the Company's liquidity risks. The Company is also subject to credit and counterparty risks through its trade receivables.

FOREX

Optomed operates globally and are thus exposed to currency exchange risks.

The Company is exposed to foreign exchange rate risks arising from fluctuations in currency exchange rates, especially with regards USD, EUR and RMB. Currency rates, along with demand cycles, can result in significant swings in the prices of the raw materials needed to produce our goods and our sales prices and OPEX.

LEGAL AND REGULATORY

Compliance with laws and regulations is an essential part of Optomed's business operations.

Optomed together with its suppliers and distributors operate globally and are subject to various national and regional regulations in the areas of medical devices, product safety, product claims, data protection, intellectual property rights, health and safety, competition, employment, taxes and anti-money laundering and anti- bribery & corruption (AML & ABC). Further, many of the Company's devices are subject to various medical related assessment (including clinical trials), clearance and approval processes that are required to place our products the market. Failure to comply these might lead to loss of sales permits in different markets, product recalls, reputational issues, civil and criminal actions leading to various direct and indirect damages to Optomed and its employees that are not completely covered by Optomed's insurance coverage. Especially, failures with respect to compliance with certain medical devices related regulations .and processes may hinder the Company's devices' market access.

Disputes

According to the understanding of the company board of directors ,the company is not currently involved in any disputes or trials that would have a significant impact on the group's financial position.

Major events after the review period

No material events after the reporting period.

The board's proposal for the distribution of prot

The parent company's non-restricted equity on 31 December 2024, was EUR 28,957,353.52 and the net loss for the financial year was EUR -4,931,484.87. The Board of Directors proposes to the Annual General Meeting that no dividend will be paid and the non-restricted equity on the outstanding 19,693,297 shares shall be retained and carried forward.

Outlook 2025

Optomed expects its full year 2025 revenue to grow strongly compared to 2024.

Consolidated income statement

In
thousands
of
euro
Note Jan
1
-
Dec
31,
2024
Jan
1
-
Dec
31,
2023
Revenue 2,
3
15,040 15,100
Other
operating
income
4 10 49
Materials
and
services
5 -5,374 -4,857
Employee
benefit
expenses
6 -8,931 -8,699
Depreciation,
amortization
and
impaiment
losses
8 -2,499 -2,193
Other
operating
expenses
7 -4,204 -3,374
Operating
result
-5,957 -3,974
Finance
income
9 1,217 479
Finance
expenses
9 -776 -1,024
Net
finance
expenses
441 -545
Loss
before
income
taxes
-5,516 -4,519
Income
tax
expense
10 66 79
Loss
for
the
financial
year
-5,450 -4,441
Loss
for
the
financial
year
attributable
to
Owners
of
the
parent
company
-5,450 -4,441
Loss
per
share
attributable
to
owners
of
the
parent
company
Basic
loss
per
share
(euro)
11 -0.29 -0.27

Consolidated comprehensive income statement

In
thousands
of
euro
Jan
1
-
Dec
31,
2024
Jan
1
-
Dec
31,
2023
Loss
for
the
financial
year
-5,450 -4,441
Other
comprehensive
income
Items
that
may
be
subsequently
reclassified
to
profit
or
loss
Foreign
currency
translation
difference
-329 283
Other
comprehensive
income
for
the
financial
year,
net
of
tax
-329 283
Total
comprehensive
income
for
the
financial
year
-5,778 -4,157
Total
comprehensive
loss
attributable
to
Owners
of
the
parent
company
-5,778 -4,157

Consolidated balance sheet

In
thousands
of
euro
Note Dec
31,
2024
Dec
31,
2023
ASSETS
Non-current
assets
Goodwill 4,256 4,256
Development
costs
8,288 7,731
Customer
relationships
721 942
Technology 331 433
Other
intangible
assets
370 384
Total
intangible
assets
12 13,965 13,746
Tangible
assets
13 652 710
Right-of-use
assets
14 1,456 1,472
Deferred
tax
assets
10 12 23
Total
non-current
assets
16,085 15,951
Current
assets
Inventories 15 1,961 2,820
Trade
receivables
3,16,21 2,411 2,583
Other
receivables
17 857 607
Cash
and
cash
equivalents
16 10,467 7,118
Total
current
assets
15,695 13,128
Total
assets
31,781 29,079

Consolidated balance sheet

In
thousands
of
euro
Note Dec
31,
2024
Dec
31,
2023
EQUITY
Share
capital
80 80
Share
premium
504 504
Reserve
for
invested
non-restricted
equity
59,608 50,936
Translation
differences
6 334
Retained
earnings
-31,111 -27,052
Profit
(loss)
for
the
financial
year
-5,450 -4,441
Total
equity
18 23,637 20,361
LIABILITIES
Non-current
liabilities
Borrowings
from
financial
institutions
19,21 790 1,651
Government
loans
19,21 521 713
Lease
liabilities
14,19 1,017 991
Deferred
tax
liabilities
10 234 310
Total
non-current
liabilities
2,561 3,665
Current
liabilities
Borrowings
from
financial
institutions
19,21 794 794
Government
loans
19,21 193 193
Lease
liabilities
14,19 495 516
Trade
payables
19 891 782
Other
payables
3,20 3,210 2,767
Total
current
liabilities
5,583 5,052
Total
liabilities
8,144 8,718
Total
equity
and
liabilities
31,781 29,079

Consolidated cash flow statement

In
thousands
of
euro
Note Jan
1
-
Dec
31,
2024
Jan
1
-
Dec
31,
2023
Cash
flows
from
operating
activities
Loss
for
the
financial
year
-5,450 -4,441
Adjustments:
Depreciation,
amortization
and
impairment
losses
8 2,499 2,193
Finance
income
and
finance
expenses
9 -466 468
Other
adjustments
653 289
Cash
flows
before
change
in
net
working
capital
-2,764 -1,491
Change
in
net
working
capital:
Change
in
trade
and
other
receivables
(increase
(-)
/
decrease
(+))
-335 1,094
Change
in
inventories
(increase
(-)
/
decrease
(+))
901 118
Change
in
trade
and
other
payables
(increase
(+)
/
decrease
(-))
688 -75
Cash
flows
before
finance
items
-1,510 -354
Interest
paid
-115 -169
Other
finance
expenses
paid
-121 -93
Interest
received
151 0
Net
cash
from
operating
activities
(A)
-1,596 -615
Cash
flows
from
investing
activities
Capitalization
of
development
expenses
12 -1,843 -2,199
Acquisition
of
tangible
assets
13 -275 -213

Consolidated cash flow statement

In
thousands
of
euro
Note Jan
1
-
Dec
31,
2024
Jan
1
-
Dec
31,
2023
Net
cash
used
in
investing
activities
(B)
-2,118 -2,412
Cash
flows
from
financing
activities
Proceeds
from
share
subscriptions
18 9,182 4,310
Share
issue
transaction
costs
-553 -318
Repayment
of
loans
and
borrowings
19 -1,053 -1,921
Repayment
of
lease
liabilities
14.19 -494 -462
Net
cash
from
financing
activities
(C)
7,081 1,609
Net
cash
from
(used
in)
operating,
investing
and
financing
activities
(A+B+C)
3,367 -1,419
Net
increase
(decrease)
in
cash
and
cash
equivalents
3,367 -1,419
Cash
and
cash
equivalents
at
January
1
7,118 8,524
Effect
of
movements
in
exchange
rate
on
cash
held
-19 13
Cash
and
cash
equivalents
at
December
31
16 10,467 7,118

Consolidated statement of changes in equity

In
thousands
of
euro
Note Share
Capital
Share
Premium
Reserve
for
invested
non-restricted
Translation
differences
Retained
earnings
Total
Balance
at
January
1,
2024
80 504 50,936 334 -31,493 20,361
Comprehensive
income
Loss
for
the
financial
year
-5,450 -5,450
Translation
differences
-329 -329
Total
comprehensive
income
for
the
financial
year
-329 -5,450 -5,778
Transactions
with
owners
of
the
company
Share
issue
7,322 7,322
Share
based
payments
43 43
Share
options
6 1307 382 1,689
Total
transactions
with
owners
of
the
company
8,672 382 9,054
Balance
at
December
31,
2024
18 80 504 59,608 6 -36,560 23,637

Equity attributable to owners of the parent company

Consolidated statement of changes in equity

In
thousands
of
euro
Note Share
Capital
Share
Premium
Reserve
for
invested
non-restricted
Translation
differences
Retained
earnings
Total
Balance
at
January
1,
2023
80 504 46,896 51 -27,189 20,342
Comprehensive
income
Loss
for
the
financial
year
-4,441 -4,441
Translation
differences
283 283
Total
comprehensive
income
for
the
financial
year
283 -4,441 -4,157
Transactions
with
owners
of
the
company
Share
issue
3,973 3,973
Share
based
payments
48 48
Share
options
6 19 137 156
Total
transactions
with
owners
of
the
company
4,039 137 4,176
Balance
at
December
31,
2023
18 80 504 50,936 334 -31,493 20,361

Equity attributable to owners of the parent company

Notes to the consolidated financial statements

50

1. Corporate information and basis of accounting

1.1 Corporate information

Optomed is a Finnish medical technology group (hereafter 'Optomed' or 'Group') that specialises in hand-held fundus cameras and solutions for screening of blinding eye diseases, established in 2004.

The Group's parent company, Optomed Plc. (hereafter the 'Company') is a Finnish public limited liability company established under the laws of Finland, and its business ID is 1936446-1. It is domiciled in Oulu, Finland and the Company's registered address is Yrttipellontie 1, 90230 Oulu, Finland.

The Board of Directors of Optomed Plc approved these consolidated financial statements for issue. According to the Finnish Limited Liability Companies' Act, the shareholders have the right to approve or reject the financial statements in the Annual General Meeting held after the publication of the financial statements. Furthermore, the Annual General Meeting can decide on modifications to be made to the financial statements.

1.2 Basis of accounting

Optomed's consolidated financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and in force as at December 31, 2023. In the EU IFRS are standards and their interpretations adopted in accordance with the procedure laid down in regulation (EC) No 1606/2002 of the European Parliament and of the Council. Optomed has consistently applied these policies to all the years presented (2023-2024), unless otherwise stated.

General policies applied that relate to the consolidated financial statements as a whole are described in this section 1.2. Accounting policies that are specific to a component of the financial statements, together with descriptions of management judgements, related estimates and assumptions, have been incorporated into the relevant note.

The consolidated financial statements are prepared on a historical cost basis, except for the following that are measured at fair value (refer to 1.2.3 Measurement of fair values below):

— share-based payments

The financial year of Optomed is the calendar year. The figures in the financial statements are mainly presented in thousands of euro. All figures presented have been rounded, and consequently the sum of individual figures may deviate from the presented aggregate figure. Key figures are computed using exact figures.

1.2.1 Consolidation

The consolidated financial statements incorporate the financial statements of the parent company Optomed Plc. and of all those subsidiaries over which the parent company has control at the end of the reporting period. Optomed controls an entity when Optomed is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Acquired subsidiaries are consolidated from the date on which control is transferred to Optomed until control ceases. Refer to Note 23. Related party transactions for disclosures on the Group structure.

Intra-group transactions, receivables, liabilities and unrealized margins, as well as distribution of profits within the Group, are eliminated in preparing the consolidated financial statements. Optomed had no non-controlling interests (NCI) during the financial years in the report.

Acquired or established subsidiaries are accounted for by using the acquisition method.

1.2.2 Foreign currency transactions and balances

Items included in the financial statements of each subsidiary are measured using the currency of the primary economic environment in which the company operates ('the functional currency'). The consolidated financial statements are presented in Euro, which is the functional and presentation currency of the parent company.

For those subsidiaries with non-Euro functional and presentation currency, the income and expenses for the income statement and comprehensive income statement, and the items for cash flow statement, are translated into Euro using the average exchange rates of the reporting period. The assets and liabilities for the balance sheet are translated using the exchange rates prevailing at the reporting date. The translation differences arising from the use of different exchange rates explained above are recognized in consolidated other comprehensive income.

Any goodwill arising on the acquisition of foreign operations and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition of those foreign operations are treated as assets and liabilities of those foreign operations. They are translated into Euro using the exchange rates prevailing at the reporting date. When a foreign operation is sold, or is otherwise partially or completely disposed of, the translation differences accumulated in equity are reclassified in profit or loss as part of the gain or loss on the transaction.

1.2.3 Measurement of fair values

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A number of the Group's accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities. When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. Fair values are categorised into different levels in a fair value hierachy based on the inputs used in the valuation techniques as follows:

  • Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
  • Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability; either directly (i.e. as prices) or indirectly (i.e. derived from prices).
  • Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Specific valuation techniques used in fair value measurement include:

— Share-based payments – Black-Scholes option pricing model (Note 6.4 Share-based payment plans)

1.2.4 Operating result

Optomed has determined operating result to be a relevant subtotal in understanding the Group's financial performance. However, IFRS does not define the concept of operating result. The Group has defined it as follows: operating result is the net amount attained when revenues are added by other operating income, less:

  • purchase expenses, adjusted with change in inventories
  • employee benefit expenses
  • depreciation, amortization and any impairment losses, and
  • other operating expenses.

All other items are presented below operating result in the income statement.

1.2.5 Non-current assets held for sale

Non-current assets (or disposal groups) are classified as held for sale, if their carrying amounts are to be recovered principally through a sale transaction rather than through continuing use. From the date of classification, these assets (or disposal groups) are measured at the lower of their carrying amounts and fair value less the costs to sell, and the recognition of depreciation or amortization is discontinued.

1.2.6 Critical management judgments and related estimates and assumptions

The preparation of financial statements under IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the end of the reporting period as well as the reported amounts of income and expenses during the reporting period. These estimates and assumptions are based on historical experience and other justified assumptions, such as future expectations, that Optomed management believes are reasonable under the circumstances at the end of the reporting period and the time when they were made.

Although these estimates are based on management's best knowledge of current events and actions, actual results may ultimately differ from those estimates. The estimates and underlying assumptions are reviewed on an on-going basis and when preparing financial statements. Changes in accounting estimates may be necessary if there are changes in the circumstances on which the estimate was based, or as a result of new information or more experience. Such changes are recognized in the period in which the estimate or the assumption is revised.

Use of judgment and estimates

Judgements that management has made in the process of applying accounting policies and that have the most significant effect on the amounts recognised in the financial statements, relate to the following areas:

  • capitalisation of development costs: determination of development expenditure eligible for capitalisation (Note 12. Intangible assets )
  • Camera lease period: determination of camera lease period (13. Tangible assets)
  • leases: determination of lease term (Note 14. Leases )

Assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year are the following:

  • Determining trade receivables credit risk (Note 21. Financial risk management)
  • goodwill impairment testing (Note 12. Intangible assets )
  • capitalisation of development expenditures (Note 12. Intangible assets )
  • Development expenditures impairment testing (Note 12. Intangible assets)

1.2.7 Adoption of new and amended standards in future financial years

Optomed has not yet adopted the following amended standards and interpretations already issued by the IASB. The Group will adopt these pronouncements as of the effective date of each of the pronouncements, or if the effective date is not the first day of the financial year, as of the beginning of the next financial year following the effective date. Currently Optomed believes that the adoption of these pronouncements will not have a significant effect on the future consolidated financial statements.

Effective for financial years beginning on or after January 1, 2025 :

Amendments and interpretations are not expected to have an impact on the consolidated financial statements when adopted.

2. Segment reporting

2.1 Accounting policy

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses and for which discrete financial information is available. Optomed has two reportable segments, Devices and Software.

Software segment offers products for optimal management of various screening operations as well as IT solutions and services for storing, viewing and working with medical images. Also professional IT consulting services for government institutions are included in this segment. Currently it comprises own screening solution products for diabetic retinopathy and breast, cervical and bowl cancer screening management as well as distributor of Sectra software solutions and reseller of artificial intelligence algorithms of several companies.

The Devices segment develops, manufactures and sells solutions for the identification of ophthalmic diseases and systemic health diseases using Optomed fundus cameras and their integrated artificial intelligence algorithms. Clients include professionals in primary health care, ophthalmology, pediatrics, endocrinological diseases and neurology fields.Optomed subsidiaries Optomed USA and Optomed China are part of devices segment. Currently Devices segment comprises all Optomed branded camera products, such as Optomed Smartscope Pro, Optomed Aurora, Optomed Aurora AEYE and Optomed Polaris cameras. Also products for OEM customers such as Volk Optical, Carl Zeiss Meditec and Topcon are included in the Devices segment.

In Optomed Group the CEO has been identified as being the chief operating decision maker responsible for assessing performance of the segments and making resource allocating decisions. The segment disclosures presented are based on the internal management reporting. Optomed has not aggregated operating segments into reportable segments.

2.2 Reportable segments

2024

In
thousands
of
euro
Devices Software Group
Admin
Group,
Total
External
revenue
5,326 9,714 0 15,040
Net
operating
expenses
-2,548 -2,825 9 -5,364
Margin 2,778 6,889 9 9,676
Depreciation
and
amortization
-1,670 -819 -9 -2,499
Other
expenses
-4,451 -4,992 -3,692 -13,135
Operating
result
-3,343 1,078 -3,692 -5,957
Finance
items
0 0 441 441
Loss
before
tax
expense
-3,343 1,078 -3,250 -5,516
Segment
assets
10,338 8,225 231 18,794
Capital
expenditure
1,424 496 56 1,975
Segment
liabilities
557 412 239 1,208

2023

In
thousands
of
euro
Devices Software Group
Admin
Group,
Total
External
revenue
5,009 10,091 0 15,100
Net
operating
expenses
-2,062 -2,745 0 -4,807
Margin 2,947 7,346 0 10,292
Depreciation
and
amortization
-1,444 -740 -9 -2,193
Other
expenses
-4,210 -4,717 -3,146 -12,074
Operating
result
-2,707 1,889 -3,155 -3,974
Finance
items
0 0 -545 -545
Loss
before
tax
expense
-2,707 1,889 -3,701 -4,519
Segment
assets
11,024 8,369 241 19,635
Capital
expenditure
1,520 634 53 2,208
Segment
liabilities
189 618 192 999

2.3 Geographic information

In presenting the geographic information, segment assets were based on the geographic location of the assets. Segment assets are measured in the same way as in the IFRS financial statements.

In
thousands
of
euro
2024 2023
Finland 15,661 15,560
Rest
of
the
Europe
0 0
Rest
of
the
World
411 368
Total 16,073 15,928

1 Group's non-current assets exclude financial instruments and deferred tax assets. Optomed has no defined benefit pension plans and thus no related assets.

Disaggreration of consolidated revenue by geographical market is disclosed in Note 3.2 Disaggregation of revenue.

2.4 Major customers

The Group's revenues from two major customers in the financial years 2023-2024 were approximately as follows: from one customer EUR 2.5 million (2024), and EUR 2.4 million (2023), and from another customer EUR 2.0 million (2024) and EUR 0.0 million (2023).

3. Revenue

3.1 Accounting policy

Optomed has two synergistic business segments: Devices and Software. The Devices segment develops, commercializes, and manufactures easy-to-use, and affordable handheld fundus cameras, that are suitable for any clinic for screening of various eye diseases, such as diabetic retinopathy, glaucoma and AMD (Age Related Macular Degeneration).

The Software segment develops and commercializes screening software for diabetic retinopathy and cancer screening for healthcare organizations. The segment also distributes off-the-shelf products from selected partners to supplement its own solutions and expertise and provides software consultation to support the Devices segment screening solution projects.

Optomed recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which Optomed expects to be entitled in exchange for those goods or services.

Devices segment leases and sells medical imaging tools and solutions to distributors. The agreements with distributors are frame agreements. An enforceable contract is created based on each purchase order combined with the frame agreement. Service agreement include combination of a device and an artificial intelligence application, in which the ownership of the device as part of the service remains at Optomed.

Typical sales agreements for the Software segment include maintenance service agreements, resource hiring agreements, service portal agreements and software package agreements.

For medical imaging tools and solutions each product in a purchase order forms a separate performance obligation when:

  • the distributor can benefit from the good on its own, and
  • the promise to transfer the good to the customer is separately identifiable from other promises in the contract. Extended warranty may be sold separately, it is also a separate performance obligation.

In service agreements, contracts include one performance obligation, which includes the comprehensive services agreed for a specific period.

For Software segment:

— A maintenance contract has one performance obligation containing overall service for the period agreed upon.

Non-current assets1

  • A resource hiring contract is based on hourly fee. Each hour of consulting service is a separate performance obligation.
  • A service portal agreement includes the following separate performance obligations: implementation, additions for new service providers, reconfigurations and continuous service provided.
  • A software package agreement includes the following separate performance obligations: licences, implementation and continuous maintenance service. Transaction prices in the contracts are mostly fixed. Some contracts may, however, include a minimum amount for transactions in a certain period, for example. The variable fee is constrained to the amount for which it is highly probable that a significant reversal will not occur subsequently. The terms of payment applied vary to some extent geographically and in different business areas, but the term of payment provided is nonetheless always clearly less than a year. Consequently, contracts do not include a significant financing component.

Optomed allocates the transaction price for medical imaging tools and solutions to performance obligations based their stand-alone selling prices using price lists. For service portal and software package contracts the transaction price is allocated based on costs incurred plus margin.

For Devices segment the revenues from sales of medical imaging tools and solutions are recognised when the performance obligation is satisfied by transferring a promised good to the distributor, i.e. at a point in time. The control is transferred when Optomed has present right to payment, significant risks and rewards of ownership have transferred to the distributor as well as the legal title and physical possession of the products.

For recurring revenue service agreements, revenue is recognized in the reporting period during which the service is provided. The transaction prices of agreements are usually fixed. However, some contracts may include transaction-based pricing for a specific time period.

In respect of Software segment:

— Service revenues are recognized over time as the customer simultaneously receives and consumes the benefits provided by Optomed's performance.

  • Revenues from implementation projects are recognized at a point in time when the customer gets control and is able to start using the end product.
  • Licence revenues are recognized at the point in time when the customer gets control. This is based on the nature of licences, being to provide a right to use intellectual property of the Software segment as that intellectual property

3.2 Disaggregation of revenue

In the following tables, consolidated revenue is disaggregated by geographical market and timing of revenue recognition.

In
thousands
of
euro
2024 2023
Finland 9,340 62% 9,643 64
%
Rest
of
the
Europe
1,034 7% 1,870 12%
Rest
of
the
World
4,667 31% 3,586 24%
Total 15,040 100% 15,100 100%
In
thousands
of
euro
2024 2023
Products
and
services
transferred
at
a
point
in
time
10,405 69
%
10,594 70
%
Services
transferred
over
time
4,635 31
%
4,506 30
%
Total 15,040 15,100

Trade receivables and related credit losses are described in Notes 16. Financial assets and 21.5 Liquity risk.

3.3 Advances Received and Deferred Revenue

Advances received and deferred revenue are related to the advance payments received under Optomed's service agreements, maintenance agreements, and delivery agreements before the performance obligation is fulfilled or when customer invicing exceeds the recognized revenue. Advances received and deferred revenue are classified as liabilities based on customer agreements and are recognized as revenue once Optomed has fulfilled its performance obligations.

In
thousands
of
euro
31.12.2024 31.12.2023
Trade
receivables
2,411 2,583
Assets
related
to
customer
contracts
2,411 2,583
Advances
received
98 72
Deferred
Revenue
305 218
Liabilities
related
to
customer
contract
402 290

4. Other operating income

4.1 Accounting policy

Other operating income comprises income from activities outside the ordinary business of Optomed. Examples include government grants, rental income and gains from disposals of tangible and intangible assets.

The Group recognises a government grant only when:

  • there is reasonable assurance that Optomed will comply with the conditions attached to the grant, and
  • the grant will be received.

Income-related grants are recognised in profit or loss over the periods necessary to match them with the related costs that they are intended to compensate. They are presented under the line item Other operating income. Asset-related grants, such as government grants received for development purposes, are deducted in arriving at the carrying amount of the assets. The grant is recognised over the life of the asset as a reduced depreciation expense.

4.2 Breakdown of other operating income

In
thousands
of
euro
2024 2023
Other
operating
income
10 49
Total 10 49

During the years 2023-2024 Optomed did not receive significant grants.

5.Materials and services

5.1 Breakdown of materials and services expense

In
thousands
of
euro
2024 2023
Purchase
expenses
-5,570 -4,370
Change
in
inventories
(increase
(+),
decrease
(-))
679 -26
External
services
-483 -460
Total -5,374 -4,857

Optomed has recognized 61 thousand inventory provision for non marketable items during 2024 and 68 thousand during 2023.

6. Employee benets

6.1 Accounting policy

Employee benefits include the following:

a) short-term employee benefits b) post-employment benefits

c) other long-term employee benefits (no such benefits were provided during the financial years 2023-2024)

d) termination benefits, i.e. benefits provided in exchange for the termination of an employment

(no such benefits were provided during the financial years 2023-2024)

e) share-based payments (refer to Note 6.4 Share-based payment plans below).

a) Wages, salaries, fringe benefits, annual leave and bonuses are included in shortterm employee benefits. They are recognised in the period in which the work is performed.

b) Post-employment benefits are payable to employees after the completion of employment. In Optomed, these benefits are related to pensions. Pension coverage of the Group is arranged through external pension insurance companies. Pension plans are classified as either defined contribution or defined benefit plans. Optomed only has defined contribution plans. A defined contribution plan is a pension plan under which Optomed pays fixed contributions into a separate entity. Optomed has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the related benefits. All other plans are classified as defined benefit plans. The contributions for defined contribution plans are recognized as employee benefit expense in those periods to which they relate. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in the future payments is available.

c) Other long-term employee benefits are all employee benefits other than short-term employee benefits, post-employment benefits and termination benefits. Examples include long-term paid absences such as sabbatical leave.

d) Termination benefits are not based on work performance but on the termination of employment. These benefits consist of severance payments. Termination benefits result either from the Group's decision to terminate the employment or the employee's decision to accept the benefits offered by Optomed in exchange for the termination of employment. Such benefits are recognised at the earlier of: when Optomed can no longer withdraw the offer of the benefits, and when the Group recognises costs for a restructuring that involves the payment of termination benefits. e) The Group has ten share-based incentive plans for the Group key personnel, which are share option plans. The purpose of the plans is to encourage the employees to work on a long-term basis in order to increase shareholder value, and to commit the key employees to the company. The payments for the incentives are made with equity instruments.

Share-based compensation is measured at the grant date and expensed using the straight-line method in the income statement over the vesting period. The expense determined at grant date is based on Optomed's estimate of the number of share options to which it is assumed that rights will vest by the end of the vesting period. The fair value is determined using the Black-Scholes pricing model. The Group updates its estimate of the final number of the share options that will vest at each reporting date. Changes in this estimate are recognised in the income statement. The options will be returned to Optomed in case the employee leaves the Group before the subscription period has commenced. There are no other vesting conditions.

When the option rights are exercised, the proceeds received are recognised in accordance with the terms of the plan under Reserve for invested non-restricted equity, net of any transaction costs.

6.2 Expenses recognised in profit or loss

In
thousands
of
euro
2024 2023
Wages
and
salaries
-7,335 -7,287
Contributions
to
defined
contribution
post-employment
plans
-1,024 -1,016
Other
social
security
expenses
-190 -260
Share-based
payment
plans
-382 -137
Total -8,931 -8,699

6.3 Number of personnel

2024 2023
Average
number
of
employees
for
the
financial
year
112 114

6.4 Share-based payment plans

Option programs in effect during the financial year

2015: 0 Outstanding options on December 31,2024. Subcription price EUR 3.50 per share. Subscription period July 1, 2020–July 1, 2024. Each option right entitled its holder to subscribe for one new share. Up to 118,000 shares could have been subscribed for based on the option rights, corresponding to 0.6% of the company's share capital and votes.

2017: 0 Outstanding options on December 31,2024. Subcription price EUR 3.50 per share. Subscription period July 1, 2020–July 1, 2024. Each option right entitles its holder to subscribe for one new share. Up to 131,300 shares could have been subscribed for based on the option rights, corresponding to 0.7% of the company's share capital and votes.

2017B: 29,300 Outstanding options on December 31.2024. Subcription price EUR 3.50 per share. Subscription period July 1, 2020–December 31, 2027. Each option right entitles its holder to subscribe for one new share. Up to 29,300 shares can be subscribed for based on the option rights, corresponding to 0.1% of the company's share capital and votes.

2018C: 93,800 Outstanding options on December 31.2024. Subcription price EUR 3.50 per share. Subscription period July 1, 2020–December 31, 2027 . Each option right entitles its holder to subscribe for one new share. Up to 93,800 shares can be subscribed for based on the option rights, corresponding to 0.5% of the company's share capital and votes.

2019A: 66,000 Outstanding options on December 31.2024. Subcription price EUR 3.50 per share. Subscription period July 1, 2021–December 31, 2027. Each option right entitles its holder to subscribe for one new share. Up to 66,000 shares can be subscribed for based on the option rights, corresponding to 0.3% of the company's share capital and votes.

2019B: 40,000 Outstanding options on December 31.2024. Subcription price EUR 3.50 per share. Subscription period (40%) July 1, 2020–December 31, 2024, (20%) September 1, 2020–December 31.2024 and (40%) September 1, 2021–December 31, 2024 . Each option right entitles its holder to subscribe for one new share. Up to 40,000 shares can be subscribed for based on the option rights, corresponding to 0.2% of the company's share capital and votes.

2019C: 20,000 Outstanding options on December 31.2024. Subcription price EUR 3.50 per share. Subscription period July 1, 2020–December 1, 2027. Each option right entitles its holder to subscribe for one new share. Up to 20,000 shares can be subscribed for based on the option rights, corresponding to 0.1% of the company's share capital and votes.

2022A: 250,000 Outstanding options on December 31.2024. Subcription price EUR 4.17 per share. Subscription period January 1, 2026–December 31, 2027. Each option right entitles its holder to subscribe for one new share. Up to 250,000 shares can be subscribed for based on the option rights, corresponding to 1.3% of the company's share capital and votes.

2024A: 237,500 Outstanding options on December 31.2024. Subcription price EUR 4.62 per share. Subscription period January 1, 2026–December 31, 2028. Each option right entitles its holder to subscribe for one new share. Up to 237,500 shares can be subscribed for based on the option rights, corresponding to 1.2% of the company's share capital and votes.

Key terms and measurement of option plans

Plan 2015 2017 2017B 2018C 2019A
Maximum
number
of
options
250,000 210,000 58,000 266,000 84,000
Number
of
options
issued
250,000 210,000 58,000 266,000 84,000
Issued 2015-2018 2017 2017 2018 2019
Vesting
period
2015
-
2020
2017
-
2020
2017
-
2020
2018
-
2021
2019
-
2021
Vesting
condition
Employment Employment Employment Employment Employment
Option
subscription
price
3.50 3.50 3.50 3.50 3.50
Fair
value
at
grant
date
2.25 2.17 2.09 2.09 2.09
Total
fair
value
(1,000
EUR)
562 455 121 556 175
Plan 2019B 2019C 2022A 2024A
Maximum
number
of
options
100,000 20,000 250
000
300
000
Number
of
options
issued
100,000 20,000 250,000 237,500
Issued 2019 2019 2022 2024
Vesting
period
2019
-
2020
2019
-
2020
2022
-
2026
2024
-
2028
Vesting
condition
Employment Employment Employment Employment
Option
subscription
price
3.50 3.50 4.17 4,62
Fair
value
at
grant
date
2.02-2.09 2.02 1.771 2,11

The grant-date fair value of Optomed's all option programs is determined using the Black Scholes option pricing model that takes into account the following key inputs:

  • expected fair value of the underlying share EUR 4.0 6.5
  • expected volatility 30 64 %
  • the term of the option 1.3 3.7 years

Changes in outstanding share options

Pieces 2024 2023
Outstanding
at
January
1
890,000 903,600
Granted
during
the
year
343,000 -
Forfeited
during
the
year
-3,000 -8,100
Exercised
during
the
year
-373,400 -5,500
Expired
during
the
year
-120,000 -
Outstanding
at
December
31
736,600 890,000
Exercisable
at
December
31
249,100 742,500

Option subscription price during the 2024 was 3.50 EUR for exercised options. Optomed average share price during the 2024 was 4.74 EUR. In case the share options issued are fully exercised, the number of outstanding A shares will increase by 3.7%. The subscription prices will be recorded in the Reserve for invested non-restricted equity.

Expenses from share-based payment plans

Total expenses arising from share-based payment plans recognised as part of employee benefits were as follows:

In
thousands
of
euro
2024 2023
Equity-settled
share-based
payments
-382 -137

7. Other operating expenses

7.1 Accounting policy

Optomed's other orerating expenses include:

  • expenses other than the cost of goods sold, such as travel, marketing, IT and office expenses.
  • losses on the disposal of tangible and intangible assets.

7.2 Breakdown of other operating expenses

In
thousands
of
euro
2024 2023
Travel
expenses
-506 -424
Marketing
expenses
-707 -635
IT
expenses
-416 -403
Office
expenses
-147 -161
Other
administrative
expenses
-1,216 -813
Research
and
development
expenses
-297 -230
Credit
loss
accrual
794 -206
Other
fixed
expenses
-1,708 -502
Total -4,204 -3,374

Other operating expenses also comprise changes in expected credit losses and realised credit losses. More info about credit loss acrual in 21.4. Credit risk and counterparty risk.

7.3 Auditor's fees

In
thousands
of
euro
2024 2023
Audit
fees
-146 -160
Other
services
-2 0
Total -149 -160

8. Depreciation, amortization and impaiment losses

8.1 Accounting policy

Depreciation and amortization is the systematic allocation of the depreciable amount of a tangible / an intangible asset over its useful life. Optomed generally applies the straight-line method. An impairment loss is the amount by which the carrying amount of an asset exceeds its recoverable amount. Refer to Notes 12. Intangible assets and 13. Tangible assets.

8.2 Depreciation, amortization and impaiment losses by asset category

In
thousands
of
euro
2024 2023
Intangible
assets
Development
costs
-1,241 -920
Customer
relationships
-222 -222
Technology -102 -102
Other
intangible
assets
-72 -87
Total -1,636 -1,331
In
thousands
of
euro
2024 2023
Tangible
assets
Machinery
and
equipment
-349 -355
Total -349 -355
Total
depreciation
and
amortization
/
owned
assets
-1,985 -1,685

8.3 Impairment losses

The Group recognised impairment losses on intangible assets during financial year 2024 of 191 thousand euros and 21 thousand euros in 2023. 2024 Impairment losses are due to terminated project. There were no recognised impairment losses on tangible assets during years 2023-2024.

9. Finance income and expenses

The accounting policies for financial assets and financial liabilities are presented in Note 16. Financial assets and 19. Financial liabilities.

Recognised through profit or loss

9.1 Finance income

In
thousands
of
euro
2024 2023
Foreign
exchange
gains
657 422
Interest
income
181 23
Other
finance
income
379 34
Total 1,217 479

9.2 Finance expenses

In
thousands
of
euro
2024 2023
Foreign
exchange
losses
-162 -736
Interest
expenses
-156 -204
Other
finance
expenses
-458 -84
Total -776 -1,024
Net
finance
expenses
441 -545

Net financial items amounted to EUR 441 (-545) thousand and consisted mainly of interest payments to financial institutions and the translation effect of Chinese RMB and USD to EUR.

9.3 Borrowing costs - government loans

Optomed has capitalised under Development costs those borrowing costs incurred from the government loans (Business Finland) granted for development activities, refer also to Note 19. Financial liabilities. The capitalisation rate used to determine the amount of borrowing costs to be capitalised was 1.13% for the year 2024, 1 % in 2023, being the interest rate applicable to those loans during the said annual periods.The capitalised costs amounted to EUR 20 thousand (2024) and EUR 21 thousand 2023 which were recorded as deductions to interest expenses.

10. Income taxes

10.1 Accounting policy

The income tax expense for the period consists of:

  • current tax, and
  • change in deferred tax assets and deferred tax liabilities.

Income tax is recognized in the income statement, except that the income tax

effects of items recognized in other comprehensive income or directly in equity are similarly recognized in other comprehensive income or equity.

The current income tax charge is calculated on the basis of the taxable income determined in accordance with the tax rates and laws enacted (or substantively enacted) in the countries where Optomed operates and generates taxable income. Income taxes are adjusted with any taxes relating to previous financial years. Other taxes not based on income are included within other operating expenses. Current taxes are calculated using the tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Taxable profit differs from the profit reported in the consolidated income statement, since:

  • some income or expense items are taxable or deductible in other years, and/or
  • certain income items are not taxable or certain expense items are non-deductible for taxation purposes.

Generally deferred tax is provided using the liability method on:

  • temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and
  • unused tax losses or unused tax credits.

Deferred tax assets are recognised for deductible temporary differences only to the extent that it is probable that future taxable profits will be available, against which Optomed can utilise deductible temporary differences. The amount and the probability of the utilisation of deferred tax assets are reviewed at the end of each reporting period. A valuation allowance is recognized against the deferred tax asset, if the utilisation of the related tax benefit is no more considered probable. Deferred tax liabilities are usually recognized in full. However, deferred tax liability is not accounted for, if it arises from:

  • the initial recognition of goodwill, or
  • the initial recognition of an asset or a liability in a transaction which is not a business combination, and

at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss).

A deferred tax liability is recognised for investments in subsidiaries, except to the extent that Optomed is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax assets and deferred tax liabilities are determined using tax rates (and laws) that are expected to apply when the related deferred tax asset is realized or the deferred tax liability is settled. The applied tax rate is the rate enacted or substantively enacted by the balance sheet date in the respective countries.

10.2 Current tax

In
thousands
of
euro
2024 2023
Current
tax
for
the
reporting
year
0 0
Current
tax
adjustments
for
prior
years
0 0
Change
in
deferred
taxes
66 79
Total 66 79

10.3 Reconciliation between income tax expense in profit or loss and tax expense calculated using the Finnish corporate tax rate

In
thousand
euros
2024 2023
Profit
before
income
tax
-5,516 -4,519
Tax
using
the
Finnish
corporate
tax
rate
(20
%)
1,103 904
Effect
of
tax
rate
in
foreign
jurisdictions
36 38
Unrecognised
deferred
tax
assets
on
taxable
losses
-727 -550
Non-deductible
expenses
-27 -17
Share
option
expense
-76 -27
Depreciation
and
amortisation
not
deducted
for
tax
purposes
-312 -264
Consolidation-related
adjustments
69 -4
Taxes
in
the
income
statement
66 79

10.4 Income taxes recognised in other comprehensive income

During the years 2023-2024 the Group did not recognise any income taxes in other comprehensive income.

10.5 Gross movements in deferred tax asset and deferred tax liability balances

2024

In
thousands
of
euro
At
Jan
1,
2024
Business
combinations
Recognised
through
profit
or
loss
Recognised
in
equity
Exchange
differences
and
other
changes
At
Dec
31,
2024
Deferred
tax
assets,
Lease
liabilities
318 -14 304
Right-of-use
assets
-294 3 -291
Total 24 -11 12
Deferred
tax
liabilities,
PPA
Intangible
assets
-275 65 -210
Development
costs
-35 12 -23
Total -310 76 -234
Total
deferred
tax
assets
and
deferred
tax
liabilities
-288 66 -221

2023

In
thousands
of
euro
At
Jan
1,
2023
Business
combinations
Recognised
through
profit
or
loss
Recognised
in
equity
Exchange
differences
and
other
changes
At
Dec
31,
2023
Deferred
tax
assets
Lease
liabilities
306 7 318
Right-of-use
assets
-290 -5 5 -294
Total 16 3 5 24
Deferred
tax
liabilities,
PPA
Intangible
assets
-340 65 -275
Development
costs
-47 12 -35
Total -387 76 -310
Total
deferred
tax
assets
and
deferred
tax
liabilities
-371 79 5 -288

10.6 Group's tax losses and depreciation and amortization not deducted for tax purposes

In
thousands
of
euro
Dec
31,
2024
Dec
31,
2023
undilutive
effect
on
loss
per
share.
Tax
losses
approved
by
tax
authorities
9,876 7,940
Depreciation
and
amortization
not
deducted
for
tax
purposes
11,592 10,424 Loss
attributable
to
owners
of
the

These tax losses relate to Optomed Plc. The Group has not recognised any deferred tax asset on these losses as at the time of preparation of these financial statements it is unlikely that these entities will generate taxable income against which the losses could be utilised before their expiration dates. The losses will expire in the years 2025-2033.

The depreciation and amortization not deducted for tax purposes relate to Optomed Plc and Optomed Software.

11. Loss per share

11.1 Accounting policy

Basic and diluted earnings (loss) per share

Basic earnings (loss) per share is calculated by dividing:

  • the profit (loss) attributable to owners of the parent company
  • by the weighted average number of ordinary shares outstanding during the financial year.

In calculating the diluted earnings (loss) per share, the dilutive effect of all dilutive potential ordinary shares is taken into account in the weighted average number of outstanding shares. The Group's dilutive potential ordinary shares comprise the share-based incentive plans payable in shares.

11.2 Loss per share

Diluted loss per share is not presented, as the results for the financial years 2023 and 2024 were negative and thus the dilutive instruments would have an

2024 2023
Loss
attributable
to
owners
of
the
parent
company
(in
thousands
of
euro)
-5,450 -4,441
Weighted
average
number
of
shares
outstanding
during
the
financial
year
(pcs)
18,675,167 16,706,508
Basic
loss
per
share
(EUR/share)
-0.29 -0.27

12. Intangible assets

12.1 Accounting policy

The Group's intangible assets comprise the following: a) goodwill, b) development costs, c) customer relatioships and technology (identified in the Commit acquisition) and d) other intangible assets.

a) Goodwill: The excess of the

  • consideration transferred
  • amount of any non-controlling interest in the acquired entity, measured at fair value, and
  • acquisition-date fair value of any previous equity interest in the acquired entity, over the fair value of the net identifiable assets acquired is recorded as goodwill. Goodwill reflects e.g. expected future synergies resulting from acquisitions. Goodwill is not subject to amortization but is tested annually for impairment, or more frequently if there is any indication that it might be impaired, refer to Note 12.3 below. Goodwill is carried at historical cost less accumulated impairment losses.

b) Development costs: Development is the application of research findings or other knowledge to a plan or design for the production of new or substantially improved materials, devices, products, processes, systems or services before the start of commercial production or use. Optomed capitalises such costs when all the following criteria are met:

  • Optomed can demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale.
  • Optomed intends to complete the intangible asset and use or sell it.
  • Optomed is able to use or sell the intangible asset.
  • Optomed is able to demonstrate how the intangible asset will generate probable future economic benefits.
  • The Group has adequate technical, financial and other resources available to complete the development and to use or sell the intangible asset
  • Optomed is able to measure reliably the expenditure attributable to the intangible asset during its development. Capitalised development costs comp-

rise all directly attributable costs (mainly labour) necessary to prepare the asset to be capable of operating in the manner intended. Optomed has also:

  • capitalised borrowing costs arisen from government loans granted for development purposes, and
  • deducted an applicable amount of major government grants received for development activities from the carrying amount.

Development expenditure that was initially expensed is not capitalised at a later date. The estimated useful life for development costs is 10 years.

Research is original and planned investigation Optomed undertakes with the prospect of gaining new scientific or technical knowledge and understanding. Such costs are expensed as incurred.

c) Customer relationships and technology: these assets were measured at fair value at the acquisition date using the multi-period excess earnings method and the relief-from-royalty method. Their estimated remaining useful lives are 10 years.

d) Other intangible assets: An intangible asset is recognised only if it is probable that the expected future economic benefits that are attributable to the asset will flow to Optomed, and the cost of the asset can be measured reliably. All other expenditure is expensed as incurred. Group's other intangible assets mainly comprise patents and trademark rights, which are amortised on a straight-line basis over their estimated useful lives (10 years).

Optomed reviews the amortization periods and the amortization methods applied at least at each financial year-end. If the expected useful life of the asset is different from previous estimates, the amortization period shall be changed accordingly. The changes of useful lives can be due to e.g. technical development, changes in demand or competition, for example.

The Group assesses, at each reporting date, whether there is an indication that an intangible asset other than goodwill may be impaired. If any indication exists, Optomed estimates the asset's recoverable amount. An impairment loss is recognised in the income statement when the carrying amount of an asset exceeds its recoverable amount.

12.2 Assumptions and estimation uncertainties – development costs

Optomed capitalises development expenditure as an intangible asset where the related criteria are met (refer to 12.1 Accounting policy above). This requires management to make judgement on when all of the criteria for capitalisation are met and when to cease capitalisation and start amortising the asset. The point at which development costs meet the criteria for capitalisation is dependent on Optomed management's judgement of, for example, the point at which technical feasibility is demonstrable.

In impairment testing the recoverable amount of development costs are determined based on value-in-use calculations. The calculations use cash flow projections approved by management covering a eight year period. The cash flow projections exclude expansion investments. The discount rate is defined as WACC (weighted average cost of capital), which reflects the total cost of equity and debt while considering the asset-specific risks. The pre-tax discount rate was 16.6% (19.7%) and the post-tax discount rate 11.9% (13.1%)

The sensivity analysis is prepared in respect of the discount rate and the terminal growth rate applied beyond the eight-year projection period. The changes in these key assumptions - holding other assumptions constant - would result in the recoverable amount of the tested assets to equal their carrying amount as at December 31, 2024.

  • The pre-tax discount rate should increase by 105.9 percentage point. So that the net present value of the 8 year forecast is 0.
  • The terminal growth rate for break even cannot be measured.

4Based on the impairment test carried out as at December 31, 2023 the development costs were not impaired.

The Group recognised impairment losses on intangible assets during financial year 2024 of EUR 191 thousand and EUR 21 thousand in 2023. 2024 Impairment loss is due to terminated projects.

12.3 Reconciliation of carrying amounts

At December 31, 2024

In
thousands
of
euro
Goodwill Develop
ment
costs
Customer
relationships
Technology Other
intangible
assets
Total
Cost
Balance
at
January
1
4,256 16,067 2,222 1,023 1,147 24,715
Additions 1,797 58 1,855
Balance
at
December
31
4,256 17,864 2,222 1,023 1,205 26,570
Accumulated
amortization
and
impairment
losse
Balance
at
January
1
-8,336 -1,280 -590 -763 -10,969
Amortization -1,049 -221 -102 -72 -1,445
Impairment
losses
-191 -191
Balance
at
December
31
-9,576 -1,501 -692 -835 -12,605
Carrying
amount
at
Jan
1
4,256 7,731 942 433 384 13,746
Carrying
amount
at
Dec
31
4,256 8,288 721 331 370 13,965

At December 31, 2023

In
thousands
of
euro
Goodwill Develop
ment
costs
Customer
relationships
Technology Other
intangible
assets
Total
Cost
Balance
at
January
1
4,256 13,978 2,222 1,023 1,054 22,533
Additions 2,089 93 2,182
Balance
at
December
31
4
,256
16,067 2,222 1,023 1,147 24,715
Accumulated
amortization
and
impairment
losses
Balance
at
January
1
-7,416 -1,057 -489 -676 -9,638
Amortization -920 -223 -101 -66 -1,311
Impairment
losses
-21 -21
Balance
at
December
31
-8,336 -1,280 -590 -763 -10,969
Carrying
amount
at
Jan
1
4,256 6,562 1,164 534 379 12,895
Carrying
amount
at
Dec
31
4,256 7,731 942 433 384 13,746

The research and development costs expensed amounted to EUR 2,041 thousand (2024) and EUR 1,924 thousand (2023), mainly comprising personnel expenses.

12.4 Impairment testing of goodwill

12.4.1 Accounting policy

For the purposes of impairment testing goodwill is allocated to the cash-generating units (CGUs) or the groups of CGUs that are expected to benefit from the business combination in which the goodwill arose. A cash-generating unit is the smallest identifiable group of assets in Optomed that generates inflows that are largely independent from the cash inflows from other assets or groups of assets. A cash-generating unit is impaired when its carrying amount exceeds its recoverable amount. The recoverabe amount is:

  • the higher of the asset's or CGU's fair value less costs of disposal, and
  • its value in use.
  • whichever is greater.

Optomed determines recoverable amounts based on value-in-use calculations prepared using discounted future net cash flows.

12.4.2 Assumptions and estimation uncertainties

At each balance sheet date Optomed management assesses if there is any indication of impairment of goodwill (or other intangible, tangible asset or right-ofuse asset). Review is based on indicators that measure economic performance, such as Group's management reporting as well as economic environment and market follow-up.

Such indications may include, among others:

  • unexpected changes in significant factors underlying impairment tests (revenues, profitability levels and changes in prevailing interest rates), and
  • changes in market conditions.

The recoverable amount determined in the testing process is based on assumptions and estimates made by management on future sales, production costs, sales growth rate and discount rate, among others.

Optomed has allocated the goodwill arisen from the Commit acquisition to the Software operating segment. This segment establishes a single cash-generating unit. The carrying amount of the assets amounted to EUR 7,416 (7,816) thousand as at December 31, 2024, including the goodwill of EUR 4,256 (4,256) thousand.

In impairment testing the recoverable amount of the Software segment is determined based on value-in-use calculations. The calculations use cash flow projections approved by management covering a five-year period. Cash flows beyond the five-year period are extrapolated using the estimated steady growth rate of 1.8 %. The cash flow projections exclude expansion investments. The discount rate is defined as WACC (weighted average cost of capital), which reflects the total cost of equity and debt while considering the asset-specific risks. The pre-tax discount rate was 14.2% (15.7%) and the post-tax discount rate 11.9% (13.1%.)

The sensivity analysis is prepared in respect of the discount rate and the terminal growth rate applied beyond the five- year projection period. The changes in these key assumptions - holding other assumptions constant - would result in the recoverable amount of the tested assets to equal their carrying amount as at December 31, 2024:

  • The pre-tax discount rate should increase by 25.3 percentage point.
  • The terminal growth rate for break even cannot be measured.

Based on the impairment test carried out as at December 31, 2024 the goodwill was not impaired.

13. Tangible assets

13.1 Accounting policy

Tangible assets acquired by Optomed held for use are stated in the balance sheet at their cost. The cost comprises directly attributable incremental costs incurred in their acquisition and installation. Subsequently tangible assets are carried at cost, less any accumulated depreciation and any accumulated impairment losses. Ordinary repairs and maintenance costs are expensed during the reporting period in which they are incurred. Government grants are accounted for by reducing the carrying amount of the asset. The grant is then recognised in profit or loss over the useful life of the asset by way of a reduced depreciation charge.

Depreciation is charged so as to write off the cost of assets using the straight-line method, over their estimated useful lives, as follows:

  • Production machinery and equipment: six years
  • Other machinery and equipment: three years
  • Office furniture: three years
  • Cars: three years
  • Cameras: fours years

Expected useful lives and residual values are reviewed at least at each financial year-end and if they differ significantly from previous estimates, the useful lives are revised accordingly. Recognition of depreciation is discontinued when a tangible asset is classified as held for sale. The Group assesses, at each reporting date, whether there is an indication that a tangible asset may be impaired. If any indication exists, Optomed estimates the asset's recoverable amount. An impairment loss is recognised when the carrying amount of an asset exceeds its recoverable amount.

The gain or loss arising on the disposal or retirement of a tangible asset is determined as the difference between any net sale proceeds and the carrying amount of the asset and is recognised in other operating income or other operating expenses.

13.2 Reconciliation of carrying amounts

Machinery
and
equipment
In
thousands
of
euro
2024 2023
Cost
Balance
at
January
1
3,724 3,512
Additions 292 212
Balance
at
December
31
4,016 3,724
Accumulated
depreciation
and
impairment
losses
Balance
at
January
1
-3,015 -2,660
Depreciation -349 -355
Balance
at
December
31
-3,364 -3,015
Carrying
amount
at
January
1
710 852
Carrying
amount
at
December
31
652 710

Refer to Note 14. Leases for disclosures on Group's tangible assets acquired under lease agreements.

14. Leases

14.1 Accounting policy

The Group acts as a lessee leasing mainly business premises, cars, IT equipment as well as other machinery and equipment. As a general rule, Optomed recognises a leased asset (right-of-use asset) and a lease liability for all leases, except for short-term leases and leases of low-value items (the accounting treatment is described below). The Group assesses whether a contract is or contains a lease at inception of a contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration.

The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of- use asset is initially measured at cost, which comprises:

  • the amount of the initial measurement of the lease liability
  • any lease payments made at or before the commencement date, less any lease incentives (e.g. lease-free months)
  • any initial direct costs incurred by Optomed, and
  • an estimate of restoration costs to be incurred by Optomed.

After the commencement date the right-of-use assets are measured at cost less any accumulated depreciation and any accumulated impairment losses and adjusted for certain remeasurements of the lease liability. The right-of-use asset is depreciated using the straight-line method, from the commencement date to the earlier of the end of the useful life of the right-of-use asset, or the end of the lease term. The estimated useful life for the business premises applied by Optomed is three years. The right-of-use asset is tested for impairment where necessary and any impairment loss identified is recorded in profit or loss. Initially the lease liability is measured at the present value of the lease payments that are not paid at the commencement date. The discount rate used by the Group is Optomed's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise:

  • fixed payments, including in substance fixed payments
  • variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date of the contract
  • amounts expected to be payable under a residual value guarantee, and

— the exercise price under a purchase option that the Group is reasonably certain to exercise.

Subsequently the lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from change in an index or rate, if there is a change in the Group's estimate of the amount expected to be payable under a residual value guarantee or if the Group changes its assessment of whether it will exercise a purchase, extension or termination option. When a lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

Optomed has elected not to recognise right-of-use assets and lease liability for:

  • short-term leases (that have a lease term of 12 months or less)
  • leases of low-value assets (each asset with a value of approximately EUR 5,000 or less when new).

Such assets include IT equipment as well as other machinery and equipment. The Group recognises the lease payments associated with above-mentioned leases as an expense on a straight-line basis over the lease term.

14.2 Management judgements

Some business facility leases of the Group include termination options. Optomed uses such terms in its contract management to maximise operational flexibility for its business. Termination options are considered on a case-by-case basis following a regular management assessment. The factors considered include, for example, contractual terms and conditions for optional periods compared with market rates, the importance of the underlying asset to Optomed's operations as well as termination and replacement costs.

14.3 Amounts recognised in income statement

In
thousands
of
euro
2024 2023
Expense
relating
to
leases
of
low-value
assets1
(that
are
not
short-term
leases)
-5 -4
Depreciation
charge
for
right-of-use
assets
by
class
of
underlying
asset
(business
premises,-
cars)
(included
in
Depreciation,
amortization
and
impairment
losses
in
the
income
statement)
-514 -508
Interest
expense
on
lease
liabilities
(included
in
Finance
expenses)
-51 -42

14.4 Amounts presented in cash flow statement

In
thousands
of
euro
2024 2023
Total
cash
outflow
for
leases
-494 -462

14.5 Leased tangible assets

In
thousands
of
euro
Business
premises
Cars Total
1.1.2024 1,419 53 1,472
Additions 498 0 498
Depreciation -493 -21 -514
31.12.2024 1,424 32 1,456
In
thousands
of
euro
Business
premises
Cars Total
1.1.2023 1,448 0 1,448
Additions 470 62 532
Depreciation -499 -9 -508
31.12.2023 1,419 53 1,472

Leased tangible assets comprise business premises and cars and are presented as a separate line item Right-of-use assets in the consolidated balance sheet.

14.6 Lease liabilities

In thousands of euro
Current
2024
495
2023
516
Non-current 1,017 991
Total 1,512 1,507

The weighted average Optomed's incremental borrowing rate applied for discounting purposes was 4.7 % in 2024, 3,2% (2023).

The above liabilities are presented on the line item Lease liabilities (non-current / current) in the consolidated balance sheet, based on their maturity. The maturity analysis is disclosed in Note 21.5 Liquidity risk.

15. Inventories

15.1 Accounting policy

Inventories are stated at the lower of cost and net realisable value. The cost of ready purchased products consists of the purchase price, including direct transportation, processing and other costs.

Cost is determined using the first-in, first-out (FIFO) method. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale.

In
thousands
of
euro
2024 2023
Raw
materials
and
consumables
1,961 2,820
Total 1,961 2,820

Optomed has recognized 61 thousand euros inventory provision for non marketable items in inventory during 2024 and 68 thousand euros during 2023.

16. Financial assets

16.1 Accounting policy

Optomed classifies financial assets as follows:

  • financial assets measured at fair value through profit or loss (FVTPL)
  • financial assets measured at amortized cost, and
  • financial assets measured at fair value through other comprehensive income (FVOCI).

Classification of financial assets is made based on their purpose of use upon initial recognition. Classification relies on the objectives of Optomed's business model and the contractual cash flows from financial assets, or by applying the fair value option upon initial recognition. Optomed recognises all its financial assets at amortized cost.

All purchases and sales of financial assets are recognised at the trade date. For financial assets not carried at fair value through profit or loss, transaction costs are included in the initial carrying amount. Financial assets are derecognised when the Group loses the rights to receive the contractual cash flows on the financial asset or it has transferred substantially all the risks and rewards of ownership outside the Group.

Financial assets measured at amortized cost

Optomed recognises all trade receivables that are non-derivative assets at amortized cost. In the Group trade receivables are held within a business model whose objective is to collect the contractual cash flows, and those cash flows that are solely payments of principal and interest. Trade receivables are current assets that Optomed has the intention to hold for less than 12 months from the end of reporting period. Assets classified in this category are measured at amortized cost using the effective interest (EIR) method. The carrying amounts of current trade receivables are expected to substantially equal their fair values.

Optomed recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. The expected credit losses on trade receivables are recorded based on Optomed's historical knowledge on trade receivables at default and payment delays due to financial difficulties. The loss allowance is assessed both on an individual basis and collectively. The expected loss is measured as the difference between the asset's carrying amount and the pre sent value of estimated future cash flows discounted at the financial asset's effective interest rate. This adjustment is recognised in other operating expenses and as a deduction to the carrying amount of the receivable.

All realised credit losses are recognised in profit or loss. A credit loss is reversed in a subsequent period, if the reversal can be related objectively to an event occurring after the impairment was recognised.

Optomed did recognise credit losses during the financial year 2024 EUR 1,099 thousand.

Cash and cash equivalents

The Group's cash and cash equivalents consist of cash on hand, demand deposits and short-term, highly liquid investments. Items qualifying as cash equivalent have a maturity of three months or less from the date of acquisition.

16.2 Carrying amounts - at amortised cost Current financial assets

The Group had no non-current financial assets at the end of the financial years 2023- 2024.

In
thousands
of
euro
Note 2024 2023
Trade
receivables
Other
trade
receivables
21 2,411 2,583
Total
trade
receivables
2,411 2,583
Cash
and
cash
equivalents
10,467 7,118
Total 12,878 9,701

16.3 Cash and cash equivalents

In
thousands
of
euro
2024 2023
Cash
and
bank
accounts
10,467 7,118
Total 10,467 7,118

17. Other receivables

In
thousands
of
euro
2024 2023
Prepayments and accrued income 716 511
Other 140 96
Total 857 607

18. Capital and reserves

18.1 Accounting policy

The Group classifies the instruments it has issued either as equity instruments or financial liabilities based on their nature.

  • An equity instrument is any contract that evidences a residual interest in the assets of Optomed after deducting all of its liabilities.
  • A financial liability is an instrument that obligates Optomed to deliver cash or another financial asset, or the holder has a right to demand cash or another financial asset.

Optomed evaluates the terms of an issued compound instrument to determine whether it contains both a liability and an equity component. Such components are classified separately as financial liabilities, financial assets or equity instruments in accordance with the substance of the contractual arrangement.

18.2 Share capital and share series

18.2.1 Accounting policy

The share capital consists of the parent company's ordinary shares classified as equity. The subscription price of a share received by the company in connection with share issues is credited to the share capital, unless it is provided in the share issue decision that a part of the subscription price is to be recorded in the Reserve for invested non-restricted equity. Transaction costs directly attributable to the issue of new shares are recorded in equity as a deduction, net of tax, from the proceeds.

The share capital of Optomed Plc amounted to EUR 80 thousand at December 31, 2024 and 80 thousand at December 31.2023. The share capital consists of one share class.

The shares have no nominal value. All issued shares have been fully paid. Each share carries one vote.

18.2.2 Movements in share numbers and Group's equity

The table below discloses changes in the number of shares and respective changes in Group's equity.

At
Dec
31,
2023
19,693,297 19,693,297 80 59,608
Additions
to
Reserve
for
Invested
non-equity
based
on
option
subscription
and
board
share
fee.
62,900 62,900 1,350
Share
issue
1.7.2024
1,500,000 1,500,000 7,322
At
January
1,
2024
18,130,397 18,130,397 80 50,936
A
series
Total Share
capital
Reserve
for
invested
non-restricted
equity
2024 Pieces In
thousands
of
euro
At
Dec
31,
2023
18,130,397 18,130,397 80 50,936
Additions
to
Reserve
for
Invested
non-equity
based
on
option
subscription
and
board
share
fee.
67
Share
issue
25.9.2023
1,589,042 1,589,042 3,973
At
January
1,
2023
16,541,355 16,541,355 80 46,896
A
series
Total Share
capital
Reserve
for
invested
non-
restricted
equity
2023 Pieces In
thousands
of
euro

18.3 Treasury shares

18.3.1 Accounting policy

The consideration paid for treasury shares, including any directly attributable transaction costs (net of taxes), is deducted from equity, until the shares are cancelled or reissued. Where such shares are subsequently sold or reissued, any consideration received, net of any directly attributable transaction costs and net of taxes, is directly recognised in equity.

The total amount of treasury shares was 34,729 shares in the end of the financial year.

18.4 Dividends

18.4.1 Accounting policy

Dividend distribution to the parent company's shareholders is recognised as a liability in the consolidated balance sheet in the period in which the dividends are approved by the company's Annual General Meeting.

Under the Finnish Limited Liability Companies Act the amount of capitalised development costs (accounted for in accordance with the Finnish Accounting Act) is deducted from unrestricted equity in calculating distributable funds.

18.5 Reserves

Reserve for invested non-restricted equity

The reserve for invested non-restricted equity comprises other equity investments and that part of the share subscription price that has not specifically been allocated to share capital.

Share premium

The share premium accrued under the previous Finnish Limited Liability Companies Act. Under the current Act the share premium is classified as restricted equity and may no longer increase. The share premium may be reduced in accordance with the rules applying to decreasing share capital and can be used to increase the share capital as a reserve increase.

Translation differences

The reserve includes translation differences arisen from the IFRS post-transition date (January 1, 2016) translation of the financial statements of foreign operations into euro.

Retained earnings

Retained earnings are earnings accrued over the previous financial years that have not been transferred to equity reserves or issued as dividends to owners.

18.6 Capital management

Optomed's objective in capital management is to maintain optimum capital structure in order to secure normal operating conditions and to optimise cost of capital to create value to shareholders. For capital management purposes, Optomed manages equity as indicated in the consolidated balance sheet. The equity is mainly influenced through share issues and restructuring of loans and borrowings. The Group is not subject to externally imposed capital requirements. Group management and the Board of Directors of the parent company monitor Group's capital structure and liquidity development. The objective of this monitoring is to ensure Group's liquidity and flexibility of capital structure in order to fulfil the growth strategy.

Optomed monitors the development of capital structure based on equity ratio. Equity ratio is also the financial covenant of Optomed's borrowing facilities (line item Borrowings from financial institutions). For covenant accounting purposes equity ratio is calculated based on the related terms of the borrowings, refer to 19.4 Financial covenant for more details.

19. Financial liabilities

19.1 Accounting policy

Optomed classifies financial liabilities as follows:

  • financial liabilities measured at amortized cost, and
  • financial liabilities measured at fair value through profit or loss (FVTPL).

Optomed did not use derivative instruments during the years 2023-2024, and the Group had no other financial liabilities at fair value through profit or loss at the end of financial years 2023-2024.

Financial liabilities at amortized cost

Financial liabilities are initially recognised at fair value. Transaction costs are included in the original carrying amount. Subsequently these financial liabilities are measured at amortized cost using the effective interest rate (EIR) method. A financial liability is classified as current if Optomed does not have an unconditional right to defer settlement of the liability for at least 12 months after the end of the reporting period. In respect of loans and borrowings current financial liabilities comprise the portion falling due within less than 12 months and repayments in accordance with the repayment plans.

Financial liabilities may be interest-bearing or non-interest-bearing. The Group's all financial liabilities carry interest.

A financial liability (or part of the liability) is not derecognised until the liability has ceased to exist, that is, when the obligation identified in a contract has been fulfilled, cancelled or is no longer effective.

Borrowing costs

Optomed capitalises borrowing costs that are directly attributable to creation of a qualifying asset as an addition to the cost of that asset.

  • Borrowing costs are interest and other costs that Optomed incurs in connection with the borrowing of funds.
  • A qualifying asset is an asset that necessarily takes a substantial period of time to get ready for its intended use.

Optomed considers capitalised development costs to be a qualifying asset.

Consequently, the Group recognises those borrowing costs incurred from the government loans (from Business Finland), granted for development activities, as an addition to the carrying amount of the development cost. The capitalised borrowing costs are recorded as a deduction to interest expenses. Other borrowing costs are expensed in the period in which Optomed incurs them. Optomed ceases capitalising borrowing costs when the development project is substantially complete.

For cash flow statement purposes Optomed classifies cash flows related to capitalised borrowing costs as operating activities.

19.2 Financial liabilities measured at amortized cost

In
thousands
of
euro
2024 2023
Non-current
financial
liabilities
Borrowings
from
financial
institutions
790 1,651
Government
loans
521 713
Lease
liabilities
1,017 991
Total 2,328 3,355
Current
financial
liabilities
Borrowings
from
financial
institutions
794 794
Government
loans
193 193
Lease
liabilities
495 516
Trade
payables
891 782
Total 2,373 2,285
Total
financial
liabilities
4,700 5,640

The company mortgages related to the borrowings from financial institutions are disclosed in Note 22. Contingent assets, contingent liabilities and commitments.

19.3 Changes in financial liabilities

During the financial year 2023 the Group paid its Nordea Loan.

19.4 Financial covenant

Optomed's borrowings from financial institutions contain a financial covenant (equity ratio) and Optomed also has to meet certain key operative targets. The related liabilities amounted to EUR 1,583 thousand (at December 31, 2024) and EUR 2,444 thousand (at December 31, 2023). The borrowings will be repaid in accordance with the repayment schedule.

Optomed has to comply with the financial covenant terms specified in the loan agreement terms at the financial year-end. Equity ratio is calculated using the agreed formula. The table below summarises the Group's financial covenant term and compliance over the financial years 2023-2024. Covenant accounting purposes equity ratio is calculated, based on the related terms of the borrowings.

Covenant
term
Actual
ratio
Applicable
level
OP
loan
Equity
ratio
At
December
31,
2024
35% 87.1% Optomed
Group
At
December
31,
2023
35% 83.1% Optomed
Group

OP loan equity ratio calculation formula: Adjusted equity/Balance sheet total- received advances-Goodwill

Optomed was in compliance with the covenant as at December 31, 2023 and as at December 31, 2024.

19.5 Government loans - borrowings costs

Optomed has capitalised borrowing costs incurred from the government loans granted for development activities in the balance sheet under Development costs. Details are disclosed in Note 9.3 Borrowing costs - government loans.

19.6 Fair values - financial liabilities measured at amortized cost

Optomed considers that the carrying amounts of the financial liabilities measured at amortized cost substantially equal to their fair values. This estimate corresponds to the fair value hierachy Level 3, as the measurement of the said liabilities is based on Optomed management view. The fair value hierarchy is presented in Note 1.2.3 Fair value measurement.

20. Other payables

In
thousands
of
euro
2024 2023
Accrued
expenses
and
prepaid
income
2,356 1,962
Other 854 805
Total 3,210 2,767

21. Financial risk management

21.1 Principles of financial risk management

Optomed's financial risks consist of liquidity risk, interest rate risk, foreign exchange transaction risk, foreign exchange translation risk and counterparty credit risk. The Group manages centrally loan negotiations for the parent company and the subsidiaries, for example, and projects the financing requirements for the next 12 months on a rolling basis, in order to ensure long-term liquidity. The Group also handles negotiations in respect of letters of credit on a centralised basis.

The objective is to ensure that the Group has liquidity for outgoing commitments at all times and that the financing portfolio is well diversified. The financing portfolio should also be flexible in case of changes in Optomed's business operations. The Board of Directors of the parent company has the following responsibilities: — reviewing and approving the Group's risk management policy and the Group's

strategy concerning external financing and financial risk management on

an annual basis.

  • evaluating and approving new financial instruments and arrangements.
  • delegating the authority to undertake financial risk management and financing activities to the CEO and CFO.
  • reviewing the Group's risk exposures on a monthly basis, and
  • reviewing any policy breaches.

Currently letters of credit, as well as non-current loans and borrowings from financial institutions are the only approved financial instruments.

Subsidiaries should maximise their long-term performance by optimising their working capital structure. Basic financial management operations are delegated to the subsidiaries, such as payment transactions and debt collection.

21.2 Foreign exchange transaction risk and foreign exchange translation risk

Due to its international operations, Optomed is exposed to transaction risks arising from foreign currency positions and risks from investments denominated in foreign currencies translated into the functional currency of the parent company.

The Group's foreign exchange translation risk is defined as the negative effect of movements in exchange rates on the value of a foreign subsidiary's assets when those values are translated into the reporting currency of the parent company. The Group has subsidiaries in China and USA. So far, the translation difference has not been a significant item, and thus the Group has not hedged this risk by using currency derivative instruments.

Optomed's trade receivables and trade payables may be denominated in foreign currencies and thus prone to foreign exchange transaction risk. Foreign exchange transaction risk may also arise from tangible assets subject to price changes due to volatility in exchange rates.

The Group has foreign currency positions denominated in Chinese Renminbi (CNY) and US Dollar (USD). Transaction is managed by actively monitoring currency positions, i.e. absolute amounts. Should the absolute amounts for currency positions increase significantly, Optomed may consider using currency derivative instruments for hedging purposes, where necessary.

21.2.1 Currency risk exposure

In
thousands
of
euro
USD CNY
At
December
31,
2024
Gross
trade
receivables
1274 0
Trade
payables
283 0
Total 1,558 0
At
December
31,
2023
Gross
trade
receivables
334 1,534
Trade
payables
211 0
Total 544 1,534

21.2.2 Sensitivity analysis on exchange rate movements

Income
statement
In
thousands
of
euro
strenghtening weakening
At
December
31,
2024
Gross
trade
receivables
+/-
10
%
change
in
USD
127 -127
+/-
10
%
change
in
CNY
0 0
Trade
payables
+/-
10
%
change
in
USD
-28 28
+/-
10
%
change
in
CNY
0 0
Total
net
effect
99 -99
In
thousands
of
euro
strenghtening weakening
At
December
31,
2023
Gross
trade
receivables
+/-
10
%
change
in
USD
33 -33
+/-
10
%
change
in
CNY
153 -153
Trade
payables
+/-
10
%
change
in
USD
-21 21
+/-
10
%
change
in
CNY
0 0
Total
net
effect
166 -166

21.2.3 Average rates and closing rates for financial 21.3.1 Cash flow sensitity due to interest rates years used in consolidated financial statements

Average
rate
Closing
rate
Average
rate
Closing
rate
2024 2024 2023 2023
EUR/USD 0.92 0.96 0.94 0.91
EUR/CNY 0.13 0.13 0.13 0.13

21.3 Interest rate risk

Optomed's interest rate risk is primarily derived from outstanding floating-rate borrowings from financial institutions. Interest rate risk is not significant. The Group's revenues and operational cash flows are to a large extent independent of fluctuations in interest rates.

Optomed's loans and borrowings carry variable interest. The Group had interest-bearing financial liabilities totaling EUR 2,297 thousand (at December 31, 2024) and EUR 3,351 thousand (at December 31, 2023). Those liabilities are linked to Euribor rates (0 to 12 months). The weighted average interest rate was 3.6% (2024) and 3.2% (2023).

Optomed manages interest rate risk by projecting its outstanding net debt for the next 12 months on a rolling basis. In addition, the Group uses likely interest rate scenarios to identify the effect interest rate risk could have on Optomed's result and key figures. As the interest rate risk is not significant for the Group, Optomed has not used derivative instruments to hedge financial liabilities against changes in market interest rates.

The following interest rate sensitivity analysis presents how Optomed's interest expenses on borrowings from financial institutions would change following a change of 1 percentage point (100 basis points) in reference interest rates. In respect of the government loans a change of 3 percentage points was applied since only a change of at least 3 percentage points would increase the Group's interest expenses, based on the loan terms. The effect of decrease in interest expenses of 3 (three) percentange points – is excluded from the sensitivity analysis, as the reference rate cannot be negative.

Income
Statement
In
thousands
of
euro
100
bps
change
300
bps
increase
At
December
31,
2024
Borrowings
from
financial
institutions
+6,-6
Government
loans
33
At
December
31,
2023
Borrowings
from
financial
institutions
+14,-14
Government
loans
35

21.4. Credit risk and counterparty risk

Credit and counterparty risk arise from a counterparty not being able to fulfil its contractual requirements, and thus resulting in a loss to the creditor. Trade receivables are the main driver of credit and counterparty credit risk. Counterparty risk results from receivables from companies with which the Group provides credit.

A Chinese customer, from whom Optomed has significant trade receivables, has failed to make several payments since the second half of 2023. As a result, the special provision for credit losses was increased to 75 percent during Q2 2024. During Q3 2024, Optomed received a payment of EUR 455 thousand from the customer, reducing the credit loss provision by EUR 340 thousand. The credit loss provision has been increased to 100% in the last quarter of the year and the trade receivable has been written down at the end of Q4 2024. Total credit loss is EUR 1,099 thousand.

Optomed manages counterparty credit risk by using credit limits approved by the Board of Directors and only dealing with authorized counterparties when it comes to financing activities such as letters of credit.

Optomed has policies in place to ensure that products are sold and services provided only to those clients with appropriate credit history. Client credit data is reviewed prior to the signing of the agreement. Receivable collection and follow-up are performed actively. The Group also manages counterparty credit risk with advance payments and letters of credit. The maximum exposure to credit risk at the end of the financial year is the carrying amount of financial assets.

The following tables disclose credit exposure per geographical area, aging analysis for trade receivables and related expected credit losses (ECL). The loss allowance has been recorded in accordance with the tables presented below.

21.4.1 Credit exposure per geographical area

Carrying
amount
In
thousands
of
euro
2024 2023
Gross
trade
receivables
from
companies
Finland 1,063 1,129
Rest
of
the
Europe
85 51
Rest
of
the
World
1,278 2,212
Total 2,427 3,392

21.4.2 Exposure to credit risk and loss allowance

In
thousands
of
euro
Gross
carrying
amount
Weighted
av.
loss
rate
%
Loss
allowance
At
December
31,
2024
Current
(not
past
due)
2,314 0.5% 12
Past
due
1-30
days
67 1.5% 1
31-60
days
31 4% 1
61-90
days
9 9% 1
More
than
90
days
past
due
6 12% 1
Specific
loss
allowance
0 100% 0
Total 2,427 15

Trade receivables related to specific loss allowance were written down at the end of 2024

In
thousands
of
euro
Gross
carrying
amount
Weighted
av.
loss
rate
%
Loss
allowance
At
December
31,
2023
Current
(not
past
due)
1,516 0.5% 8
Past
due
1-30
days
51 1.5% 1
31-60
days
6 4% 0
61-90
days
10 9% 1
More
than
90
days
past
due
277 12% 33
Specific
loss
allowance
1,534 50% 767
Total 3,392 809

The year 2023 include a specific credit risk accrual of EUR 767 thousand which consist of overdue trade receivable from a Chinese customer.

21.4.3 Reconciliation of loss allowance

In
thousands
of
euro
2024 2023
Balance
at
January
1
809 604
Net
remeasurement
of
loss
allowance
-794 206
Balance
at
December
31
15 809

Changes in expected credit losses and realised credit losses are recognised in the income statement under Other operating expenses. Company had EUR 1,099 thousand realized credit losses in 2024.

21.5 Liquidity risk

Liquidity risk is incurred from a potential mismatch between Optomed's liquid assets and financing requirements. The company adheres to careful liquidity risk management and aims to ensure sufficient liquidity even in difficult circumstances. The Group manages liquidity risk by ensuring that non-current liabilities have different maturities and by limiting individual receivables. Optomed also aims at ensuring liquidity through credit instruments. The liquidity of the company is monitored and forecasted over a 12-month period and, if necessary, shortterm liquidity is monitored. Liquidity is followed up on a rolling basis and any changes are addressed promptly.

The liquidity reserve comprises highly liquid assets that can be used without delay to cover financial obligations at all times. Optomed aims at ensuring that it always has the amount of liquid funds available to fund operations. The liquidity reserve includes the following components: cash and cash equivalents, liquid investments and credit limits.

The table below analyses financial liabilities based on their contractual maturities. The amounts disclosed are undiscounted, comprising both interest payments and repayments of capital.

21.5.1 Contractual maturities of financial liabilities

In
thousands
of
euro
Total 0-3
months
3-12
months
2-3
years
4-5
years
Over
5
years
At
December
31,
2024
Borrowings
from
financial
institutions
1,682 217 636 829 -
Government
loans
752 34 166 277 205 71
Lease
liabilities
1,512 124 371 1,017
Trade
payables
891 891
Total 4,838 1,265 1,174 2,124 205 71
In
thousands
of
euro
Total 0-3
months
3-12
months
2-3
years
4-5
years
Over
5
years
At
December
31,
2023
Borrowings
from
financial
institutions
2,444 199 596 1,631 19
Government
loans
906 32 161 342 210 161
Lease
liabilities
1,559 129 387 1,043
Trade
payables
782 782
Total 5,691 1,142 1,143 3,016 229 161

If the covenants are breached, the financial institutions has the right to immediately terminate the contracts or require repayment and/or alternatively the right to increase the marginal for the borrowings and obligations by 2 percentage points. The covenant agreement is in force as long as Optomed Plc has unpaid debt, obligations or other commitments. For more details about covenant terms refer to 19.4.Financial covenant.

For more details see note 19.3 Changes in financial liabilities.

The lender has no right to demand for repayment, except in the event of a breach of the covenant (refer to Note 19.4 Financial covenant). The borrowings can be renegotiated.

22. Contingent liabilities, contingent 22.2 Collaterals assets and commitments

22.1 Accounting policy

A contingent liability arises when:

  • there is a possible obligation that arises from past events and whose existence will be confirmed by a future event that is outside the control of Optomed
  • there is a present obligation that arises from past events, but probably will not require an outflow of resources, or
  • Optomed cannot make a sufficiently reliable estimate of the amount of a present obligation.
  • Contingent liabilities are not recognised, but require disclosure unless the possibility of outflow is remote.

A contingent asset arises when:

  • the inflow of economic benefits to Optomed is probable, but not virtually certain, and
  • occurrence depends on an event outside the control of Optomed.

Contingent assets require disclosure only. If the realisation of income is virtually certain, the income item is recognised.

In
thousands
of
euro
2024 2023
Liabilities
secured
under
company
mortgages
given
by
Optomed1
Borrowings
from
financial
institutions,
current
987 987
Borrowings
from
financial
institutions,
non-current
1,310 2,364
Total 2,297 3,351
Collaterals
given
by
collateral
type
Borrowings
from
financial
institutions,
company
mortgages
given
8,700 8,700
Other
collaterals
given
800 800
Total 9,500 9,500

1 Nominal values of the borrowings, which differ from the amounts recognised in the consolidated balance sheet, measured at amortised cost.

22.3 Guarantees

2024: Delivery guarantee, USD 800 thousand. 2023: Delivery guarantee, USD 800 thousand.

22.4 Legal proceedings and disputes

Optomed was not involved in any legal proceedings nor had any disputes during the financial years 2023-2024.

22.5 Contingencies attaching to government grants

Non-compliance with the conditions attached to the EU Horizon 2020 funding programme may result in, for example, the rejection of ineligible costs or reduction of the grant.

23. Related party disclosures

23.1 Accounting policy

The parent company Optomed Plc's related parties include the following:

  • its subsidiaries
  • key management personnel, comprising the members of the Board of Directors, CEO and the Group Management
  • Team member, entities, over which the above-mentioned persons have control, joint control or significant influence
  • close family members of the above-mentioned persons

The related party transactions disclosed consist of transactions carried out with related parties that are not eliminated in the consolidated financial statements.

23.2 Key management personnel compensation

The amounts disclosed in the tables below represent the expenses recognised in those financial years. Salary amounts include any fringe benefits. The CEO and the Group Management Team members are entitled to the statutory pension, and the retirement age is determined by the Finnish statutory pension system.

In
thousands
of
euro
2024 2023
CEO
Seppo
Kopsala
(until
9/2023)
Salaries
and
other
short-term
employee
benefits
0 -98
Pension
benefits
(defined
contribution
plans)
0 -20
Paid
resignation
fee
-58 -38
Total -58 -156
CEO
Juho
HImberg
(From
10/2023)
Salaries
and
other
short-term
employee
benefits
-211 -52
Pension
benefits
(defined
contribution
plans)
-43 -12
Share-based
payments
-152 0
Total -406 -63
In
thousands
of
euro
2024 2023
Group
Management
Team
Salaries
and
other
short-term
employee
benefits
-547 -377
Pension
benefits
(defined
contribution
plans)
-80 -81
Share-based
payments
-144 -52
Total -771 -509
In
thousands
of
euro
2024 2023
Key
management
personnel
Salaries
and
other
short-term
employee
benefits
-757 -527
Pension
benefits
(defined
contribution
plans)
-123 -113
Paid
resignation
fee
-58 -38
Share-based
payments
-296 -52
Total -1,235 -729

23.3 Transactions with other related parties and outstanding balances

Revenues and trade receivables relate to the major shareholders of Optomed Plc considered to be related parties to the parent company.

In
thousands
of
euro
Revenues Trade
receivables
Other
expenses
2024 0 0 -92
2023 0 0 -78

Other expenses consist of expenses consulting fees paid to the Chairman of the Board of Directors and members of the board.

23.4 Group structure

At December 31, 2024 the Group comprised the following companies:

Subsidiary Domicile Ownership
interest,
%
Optomed
Software
Oy
Finland 100
Optomed
Hong
Kong
Ltd.
Hong
Kong
100
Optomed
China
Ltd
China 100
Optomed
USA
Inc
USA 100

24. Events after the end of the reporting period

No material events after the reporting period.

Prot and loss account Parent Company's Financial Statements

1
Jan
-
31
Dec
2024
1
Jan
-
31
Dec
2023
NET
TURNOVER
4,020,934.24 4,184,753.55
Other
operating
income
151,895.93 89,491.78
Materials
and
supplies
Raw
materials
and
consumables
Purchases
during
the
financial
year
-2,756,474.20 -1,875,038.74
Change
in
stocks
115,400.58 -2,641,073.62 -64,508.39 -1,939,547.13
Personnel
expenses
Wages
and
salaries
-2,392,936.62 -2,438,658.25
Social
security
expenses
-392,552.47 -408,401.97
Pension
expenses
-49,461.28 -2,834,950.37 -80,999.33 -2,928,059.55
Other
social
security
expenses
Depreciation,
amortization
and
impairment
Depreciation
and
amortization
according
to
plan
-1,148,712.75 -1,129,199.37
Impairment
of
non-current
assets
-191,461.05 -1,340,173.80 -20,608.52 -1,149,807.89
Other
operating
expenses
-3,152,284.93 -2,098,608.50
OPERATING
PROFIT
(LOSS)
-5,795,652.55 -3,841,777.74
Financial
income
and
expenses
From
group
undertakings
48,811.57 3,694.87
From
others
398,497.14 97,243.52
Interest
expense
and
other
financial
expenses

Prot and loss account

1
Jan
-
31
Dec
2024
1
Jan
-
31
Dec
2023
Impairment
of
securities
held
as
current
assets
(–)
To
group
undertakings
(–)
-4,961.94 -21,088.98
To
others
(–)
-709,724.84 -267,378.07 -638,031.80 -558,182.39
PROFIT
(LOSS)
BEFORE
APPROPRIATIONS
AND
TAXES
-6,063,030.62 -4,399,960.13
Appropriatons
Group
contribution
1,131,545.75 1,131,545.75 1,816,137.90 1,816,137.90
PROFIT
(LOSS)
FOR
THE
FINANCIAL
YEAR
-4,931,484.87 -2,583,822.23

Balance sheet

31
Dec
2024
31
Dec
2023
Assets
NON-CURRENT
ASSETS
Intangible
assets
Development
expenditure
6,283,321.25 6,009,727.49
Intangible
rights
369,555.97 383,977.45
Other
capitalised
long-term
expenditure
0.00 6,652,877.22 300.00 6,394,004.94
Tangible
assets
Machinery
and
equipment
632,519.60 761,815.57
Other
tangible
assets
950 633,469.60 950 762,765.57
Advance
payments
and
construction
in
process
1,265.78 1,265.78 813.08 813.08
Investments
Holdings
in
group
undertakings
9,266,906.46 9,266,906.46
Receivables
from
group
undertakings
822,324.77 10,089,231.23 1,064,760.89 10,331,667.35
TOTAL
NON-CURRENT
ASSETS
17,376,843.83 17,489,250.94
CURRENT
ASSETS
Stocks
Raw
materials
and
consumables
1,705,975.78 1,590,909.24
Finished
products
/
goods
for
resale
53,802.91 1,759,778.69 787,453.58 2,378,362.82
Long-term
receivables
Amounts
owed
by
group
undertakings
7,001,067.87 7,001,067.87 2,117,963.81 2,117,963.81
Short-term
receivables
Trade
debtors
125,070.86 1,644,701.31
Amounts
owed
by
group
undertakings
3,554,284.04 7,629,653.16

Balance sheet

31
Dec
2024
31
Dec
2023
Other
receivables
104,635.40 60,175.65
Prepayments
and
accrued
income
356,781.96 4,140,772.26 237,360.06 9,571,890.18
Cash
at
bank
and
in
hand
9,408,213.84 5,640,798.73
TOTAL
CURRENT
ASSETS
22,309,832.66 19,709,015.54
Total
assets
39,686,676.49 37,198,266.48
Capital,
reserves
and
liabilities
CAPITAL
AND
RESERVES
Share
capital
80,000.00 80,000.00
Share
premium
account
503,699.60 503,699.60
Reserve
for
invested
free
own
capital
65,074,901.91 55,849,637.77
Retained
earnings
(Cumulative
loss)
-24,902,742.27 -22,318,920.04
Profit
(loss)
for
the
financial
year
-4,931,484.87 -2,583,822.23
TOTAL
CAPITAL
AND
RESERVES
35,824,374.37 31,530,595.10
LIABILITIES
Non-current
Loans
from
credit
institutions
1,309,688.54 2,362,770.54
Amounts
owed
to
group
undertakings
0.00 1,309,688.54 1,040,000.00 3,402,770.54
Current
Loans
from
credit
institutions
986,892.00 986,892.00
Advances
received
147,153.74 65,254.21
Trade
creditors
541,292.97 397,398.83
Amounts
owed
to
group
undertakings
0.00 43,786.29
Other
liabilities
75,682.56 74,643.07

Balance Sheet

31
Dec
2024
31
Dec
2023
Accurals
and
deferred
income
801,592.31 2,552,613.58 696,926.44 2,264,900.84
TOTAL
LIABILITIES
3,862,302.12 5,667,671.38
Total
capital,
reserves
and
liablities
39,686,676.49 37,198,266.48

Cash ow stament

1
Jan
2024–31
Dec
2024
1
Jan
2023-31
Dec
2023
Cash
flow
from
operating
activities:
Profit(loss)
(+/–)
-4,931,484.87 -2,583,822.23
Adjustments
to
operating
profit
(+/–)
for:
Depreciation,
amortization
and
impairment
losses
1,340,173.80 1,149,807.89
Unrealised
foreign
exchange
gains
and
losses
-224,353.62 50,239.38
Other
non-cash
income
and
expenses
695,720.96 0.00
Financial
income
and
expenses
893,792.52 648,216.38
Other
adjustments,
share
benefit
-
members
of
the
board
43,364.14 47,609.38
Cash
flow
before
working
capital
changes
-2,182,787.07 -687,949.20
Working
capital
changes:
Increase/decrease
in
trade
an
other
short-term
interest-free
receivables
643,005.48 239,650.52
Increase/decrease
in
stocks
557,871.55 42,549.01
Increase/decrease
in
short-term
interest-free
liabilities
340,470.94 -268,388.36
Operating
cash
flow
before
financing
items
and
taxes
-641,439.10 -674,138.03
Interest
and
other
financial
expenses
paid
relating
to
operating
activities
(–)
-724,550.93 -666,279.99
Cash
flow
from
operating
activities:
-1,365,990.03 -1,340,418.02
Cash
flow
from
investing
activities:
Purchase
of
tangible
and
intangible
items
(–)
-1,470,202.81 -1,706,599.15
Loans
granted
(–)
-730,000.00 -906,901.13
Proceeds
from
repayment
of
loans
287,684.00 0.00
Cash
flow
from
investing
activities
-1,912,518.81 -2,613,500.28
Cash
flow
from
financing
activities
Proceeds
from
issuance
of
share
capital
9,181,900.00 4,309,663.40
Repayment
of
short-term
borrowings
(–)
-42,894.05 0.00

Cash ow statement

1
Jan
2024–31
Dec
2024
1
Jan
2023-31
Dec
2023
Repayment
of
long-term
borrowings
(–)
-2,093,082.00 -1,920,702.00
Cash
flow
from
financing
activities
7,045,923.95 2,388,961.40
Net
increase
(+)/
decrease
(–)
in
cash
and
cash
equivalents
3,767,415.11 -1,564,956.90
Cash
and
cash
equivalents
at
beginning
of
period
5,640,798.73 7,205,755.63
Cash
and
cash
equivalents
at
end
of
period
9,408,213.84 5,640,798.73

Accounting policies

Optomed Oyj financial statements have been prepared in accordance with the Finnish Accounting Act (FAS)

Valuation principles and methods

Valuation principles and methods of non-current assets

Tangible and intangible assets are recognised in the balance sheet at cost less depreciation according to plan. Cost includes variable expenditure relating to the acquisition and production of the assets. Grants received are deducted from the cost. Depreciation according to plan is calculated using the straight-line method based on the useful life of the assets. Depreciation is started at the month when the asset is taken into use.

The depreciation periods are as follows: Intangible assets 5-10 years Machinery and equipment 3–6 years

The cost of tangible and intangible assets whose probable useful life is less than 3 years or whose value is low (less than 1,200.00 €) is recognised as an expense as incurred expense.

Valuation of stocks

Stocks are recognised by using the FIFO method at cost, reacquisition cost, or probable selling price, whichever lower. Cost includes, in addition to variable costs, an appropriate portion of fixed costs attributable to the purchase and production or construction of the asset.

Measurement of financial instruments

Financial instruments are measured at the lower of cost or probable value.

Recognition of development costs and long-term expenditure

Company has capitalized R&D costs relating to new product development accor-

ding to Finnish Accounting Act (KPL 5:8§). Capitalized costs include personnel and other costs that directly relate to developing the product to its intended use. Capitalized R&D costs are depreciated during their estimated useful life that is 10 year straight line depreciation.

Change in the presentation of the profit and loss account or balance sheet

Increase or decrease in stocks is partly included in the purchases during financial year. This accounting princible has no material effect to the assessment of the company's performance and financial position.

Preparation of the cash flow statement

The cash flow statement was drawn up in accordance with the Accounting Board's general guideline (30 Jan 2007). Cash flow from operating activities is indicated on indirect method.

Notes to the prot and loss account

1
Jan
2024–31
Dec
2024
1
Jan
2023–31
Dec
2023
Net
turnover
Net
turnover
by
geographical
markets
Finland 38,670.62 39,898.38
EU 657,371.40 1,471,935.09
Outside
the
EU
3,324,892.22 2,672,920.08
4,020,934.24 4,184,753.55
Other
operating
income
Contributions
received
8,922.00 -1,636.73
Management
fee
from
group
companies
142,053.57 91,080.13
Other
income
920.36 48.38
151,895.93 89,491.78
Materials
and
services
Materials
and
supplies
Purchases
during
the
financial
year
-2,756,474.20 -1,875,038.74
Variation
in
stocks
115,400.58 -64,508.39
-2,641,073.62 -1,939,547.13
The
inventory
change
includes
a
61
(68
in
2023)
thousand
euro
inventory
write-down
provision.
Notes
relating
to
personnel
Average
number
of
personnel
during
the
financial
year
46 48
46 48

Notes to the prot and loss account

1
Jan
2024–31
Dec
2024
1
Jan
2023–31
Dec
2023
Wages,
salaries
and
pension
expenses
Wages
and
salaries
-2,392,936.62 -2,438,658.25
Pension
expenses
-392,552.47 -408,401.97
Other
staff
expenses
-49,461.28 -80,999.33
-2,834,950.37 -2,928,059.55
Wages,
salaries
and
other
remuneration
of
directors
and
management
CEO
and
Board
members
compensation
-379,640.00 -307,648.00
In
addition,
the
CEO's
remuneration
includes
an
additional
pension
of
20
600
euros.
Depreciation,
amortization
and
impairment
Depreciation
according
to
plan
-1,148,712.75 -1,129,199.37
Impairment
of
tangible
and
intangible
assets
-191,461.05 -20,608.52
-1,340,173.80 -1,149,807.89
Other
operating
expenses
Administrative
expenses
-835,660.97 -511,188.08
Marketing
expenses
-231,344.98 -108,984.79
Travelling
expenses
-260,875.61 -206,460.35
Representation
expenses
-6,482.42 -7,581.86
Other
operating
expenses
-1,817,920.95 -1,264,393.42
-3,152,284.93 -2,098,608.50
Other
operating
expenses
include
a
sales
receivables
write-off
from
a
Chinese
customer
total
635
008,38
euros.
Auditor's
fees
Audit
of
financial
statements
-102,771.77 -135,021.05
Other
fees
-2,400.00 0.00
-105,171.77 -135,021.05

Notes to the prot and loss account

1
Jan
2024–31
Dec
2024
1
Jan
2023–31
Dec
2023
Other
interest
income
From
group
undertakings
48,811.57 3,694.87
From
others
398,497.14 97,243.52
Total
financial
income
447,308.71 100,938.39
Interest
and
financial
expenses
From
group
undertakings
-4,961.94 -21,088.98
From
others
-709,724.84 -638,031.80
Total
financial
expenses
-714,686.78 -659,120.78
Total
financial
income
and
expenses
-267,378.07 -558,182.39

Notes to assets

Amortization period for capitalised development expenditure

Development costs: Development is the application of research findings or other knowledge to a plan or design for the production of new or substantially improved materials, devices, products, processes, systems or services before the start of commercial production or use. Optomed capitalises such costs when all the following criteria are met:

  • Optomed can demonstrate the technical feasibility of completing the intangible asset so that it
  • will be available for use or sale.
  • Optomed intends to complete the intangible asset and use or sell it.
  • Optomed is able to use or sell the intangible asset.
  • Optomed is able to demonstrate how the intangible asset will generate probable future economic benefits.
  • The Group has adequate technical, financial and other resources available to complete the development and to use or sell the intangible asset
  • Optomed is able to measure reliably the expenditure attributable to the intangible asset during its development.

Capitalised development costs comprise all directly attributable costs (mainly labour) necessary to prepare the asset to be capable of operating in the manner intended. Optomed has also:

  • capitalised borrowing costs arisen from government loans granted for development purposes, and
  • deducted an applicable amount of major government grants received for development activities from the carrying amount.

Development expenditure that was initially expensed is not capitalised at a later date. The estimated useful life for development costs is 10 years.

Amortization period for capitalised intangible rights and other long-term expenditure

An intangible asset is recognised only if it is probable that the expected future economic benefits that are attributable to the asset will flow to Optomed, and the cost of the asset can be

measured reliably. All other expenditure is expensed as incurred. Depreciation times and methods of other intangible assets are:

License
fees
and
computer
software
5
year
straight-line
Patents 10
year
straight-line
Trademarks 10
year
straight-line

Optomed has recognized 61 thousand inventory provision for non marketable items in inventory during 2024 (68 thousand during 2023).

Stocks 31
Dec
2024
31
Dec
2023
Raw
materials
and
consumables
1,705,975.78 1,590,909.24
Finished
products
/
goods
for
resale
53,802.91 787,453.58
1,759,778.69 2,378,362.82

Non-current assets

Intangible
assets
Development
expenditure
Intangible
rights
Other
longterm
expenditure
Total
Acquisition
cost
at
1
Jan,2024
12,409,375.96 717,870.39 229,641.63 13,356,887.98
Additions 1,310,047.69 57,535.73 0 1,367,583.42
Disposals -191,461.05 0 0 -191,461.05
Acquisition
cost
at
31
Dec
2024
13,527,962.60 775,406.12 229,641.63 14,533,010.35
Accumulated
amortization
and
reduction
in
value
at
1
Jan
2024
6,399,648.47 333,892.94 229,341.63 6,962,883.04
Amortization
for
the
financial
year
844,992.88 71,957.21 300.00 917,250.09
Accumulated
amortization
and
reduction
in
value
at
31
Dec
2024
7,244,641.35 405,850.15 229,641.63 7,880,133.13
Book
value
at
31
Dec
2024
6,283,321.25 369,555.97 0.00 6,652,877.22
Book
value
at
31
Dec
2023
6,009,727.49 383,977.45 300.00 6,394,004.94
Tangible
assets
Machinery
and
equipment
Total
Acquisition
cost
at
1
Jan
2024
2,429,403.64 2,429,403.64
Additions 102,166.69 102,166.69
Acquisition
cost
at
31
Dec
2024
2,531,570.33 2,531,570.33
Accumulated
amortization
and
reduction
in
value
at
1
Jan
2024
1,667,588.07 1,667,588.07
Amortization
for
the
financial
year
231,462.66 231,462.66
Accumulated
amortization
and
reduction
in
value
at
31
Dec
2024
1,899,050.73 1,899,050.73
Book
value
31
Dec
2024
632,519.60 632,519.60
Book
value
31
Dec
2023
761,815.57 761,815.57
Book
value
of
machinery
and
equipment
used
for
production
at
31
Dec
2024
558,742.94
Book
value
of
machinery
and
equipment
used
for
production
at
31
Dec
2023
684,731.14
Investments Shares
in
group
companies
Receivables
from
group
companies
Total
Acquisition
cost
at
1
Jan
2024
9,266,906.46 1,064,760.89 10,319,451.65
Additions 0 -242,436.12 -242,436.12
Acquisition
cost
at
31
Dec
2024
9,266,906.46 822,324.77 10,089,231.23
Book
value
31
Dec
2024
9,266,906.46 822,324.77 10,089,231.23
Book
value
31
Dec
2023
9,266,906.46 1,064,760.89 10,331,667.35

Holdings in other undertakings

Group
undertakings
Ownership
%
Optomed
Software
Oy,
Espoo
100
Optomed
Hong
Kong
Limited,
China
100
Optomed
China
Ltd,
China
100
Optomed
USA
Inc
100

Analysis of receivables

Long-term
receivables
31
Dec
2024
31
Dec
2023
From
group
undertakings
Trade
debtors
4,060,977.39 0.00
Loans
receivable
2,940,090.48 2,117,963.81
Other
receivables
822,324.77 1,064,760.89
Total 7,823,392.64 3,182,724.70
Total
long-term
receivables
7,823,392.64 3,182,724.70
Short-term receivables
From group undertakings
Trade debtors 3,034,746.98 5,756,893.83
Other receivables 519,537.06 1,872,759.33
Total 3,554,284.04 7,629,653.16
From others
Trade
debtors
125,070.86 1,644,701.31
Other
receivables
104,635.40 60,175.65
Prepayments
and
accrued
income
356,781.96 237,360.06
Total 586,488.22 1,942,237.02
Total
short-term
receivables
4,140,772.26 9,571,890.18

Capital and reserves

Restricted
equity
31
Dec
2024
31
Dec
2023
Subscribed
capital
at
1
January
80,000.00 80,000.00
Subscribed
capital
at
31
December
80,000.00 80,000.00
Share
premium
account
at
1
January
503,699.60 503,699.60
Share
premium
account
at
31
December
503,699.60 503,699.60
Total
restricted
equity
583,699.60 583,699.60
Unrestricted
equity
Reserve
for
invested
unrestricted
equity
at
1
January
55,849,637.77 51,492,364.99
Share
issue
9,225,264.14 4,357,272.78
Reserve
for
invested
unrestricted
equity
at
31
December
65,074,901.91 55,849,637.77
Retained
earnings
from
previous
financial
years
at
1
January
-24,902,742.27 -22,318,920.04
Retained
earnings
from
previous
financial
years
31
December
-24,902,742.27 -22,318,920.04
Profit
for
the
financial
year
-4,931,484.87 -2,583,822.23
Total
unrestricted
equity
35,240,674.77 30,946,895.50
Total
capital
and
reserves
35,824,374.37 31,530,595.10
Distributable
equity
31
Dec
2024
31
Dec
2023
Calculation
regarding
distributable
equity
Profit
from
previous
financial
years
-24,902,742.27 -22,318,920.04
Profit
of
the
financial
year
-4,931,484.87 -2,583,822.23
Reserve
for
invested
unrestricted
equity
65,074,901.91 55,849,637.77
Capitalised
development
expenditure
-6,283,321.25 -6,009,727.49
28,957,353.52 24,937,168.01

Optomeds share treasury

Optomed has conveyed 8,744 treasury shares to the members of the Board of Directors as a part of the Board members' annual remuneration in accordance with the decision of the Annual General Meeting 2024 and the weighted average price of share from August 1 to August 7, 2024

In addition total of 373,400 of shares have been subscribed for under the Company's stock option plans 2015, 2017, 2018C and 2019B and Optomed has used treasury shares and new shares for the share subscriptions.

The total amount of treasury shares was 34,429 shares in the end of the financial year.

Liabilities

Appropriations 31
Dec
2024
31
Dec
2023
Non-current
liabilities
Loans
from
financial
institutions
1,309,688.54 2,362,770.54
Other
non-current
liabilities
0.00 1,040,000.00
1,309,688.54 3,402,770.54
Liabilities
falling
due
later
than
in
five
years
Loans
from
financial
institutions
64,530.00 160,932.00
64,530.00 160,932.00
Current
liabilities
Advances
received
20.38 0.00
Other
liabilities
0.00 43,786.29
20.38 43,786.29
Amounts
owed
to
others
Loans
from
financial
institutions
986,892.00 986,892.00
Advances
received
147,153.74 65,254.21
Trade
creditors
541,292.97 397,398.83
Other
liabilities
75,682.56 74,643.07
Accruals
and
deferred
income
801,592.31 696,926.44
2,552,613.58 2,221,114.55
Material
items
included
in
accruals
and
deferred
income
Wages
and
salaries
including
social
security
costs
592,578.79 596,282.47
Interest 3,131.13 12,995.28
Other 205,882.39 87,648.69
801,592.31 696,926.44

Related party transactions

The following material transctions were carried out with related parties during the financial period:

31
Dec
2024
31
Dec
2023
Sale
of
goods,
group
companies
1,584,138.31 369,959.02
Other
operating
income,
group
companies
142,053.57 91,080.13
Interest
income
of
loans,
group
companies
48,811.57 3,694.87
Purchases,
group
companies
-1,089,940.99 -207,495.29
Interests
of
loans,
group
companies
-4,961.94 -21,088.98
Total 680,100.52 236,149.75

The transactions between group companies are carried out with regular terms. Parent company has also received a group contribution of 1 131 545,75€. Parent company has given loan to daughter company, 822 126,67€. The company has given loans to its subsidiaries to finance business operations. The total amount of loans on 31 December 2024 is 2 940 090,48 euros. The loans have an annual interest rate of 2% and the average loan term is 5 years. The loans are unsecured.

Guarantees and contingent liabilities

Liabilities
in
balance
sheet
secured
by
enterprise
mortgages
31
Dec
2024
31
Dec
2023
Loans
from
financial
institution
1,583,440.54 2,443,910.54
Enterprise
mortgages
8,700,000.00 8,700,000.00
Enterprise
mortgages,
total
8,700,000.00 8,700,000.00
The
liability
has
been
guaranteed
with
80%
share
by
Osuuspankki
of
Oulu
and
20%
by
Finnvera
Oyj
special
guarantee.

Pension obligations

The company's pension obligations are insured in external pension insurance companies. The pension obligations are fully covered.

31
Dec
2024
31
Dec
2023
Other
commitments
Rental
commitments
(Inc.
VAT)
Payble
during
the
following
financial
year
143,701.85 140,077.84
Payable
in
later
years
0.00 0.00
Total 143,701.85 140,077.84
Amounts
payable
based
on
lease
contracts
(Inc.VAT)
Payble
during
the
following
financial
year
7,661.30 3,518.59
Payable
in
later
years
10,619.72 2,333.18
18,281.02 5,851.77

Other o-balance-sheet nancial commitments

Company has off-balance sheet commitment to enterprice resource planning system licence fees total of 181 496,98 euros.

Company has liabilities for the delivery guarantee of 800,000.00 USD, which is covered 40% by Oulu Osuuspankki corporate mortgage and 60% by Finnvera's special guarantee.

Collateralised loans include covenants. The specific terms relate to the company's solvency and liquidity. Breaching the covenants may increase the cost of financing or result in termination of the loans. The management of the company states that the covenants are met and they are being monitored.

Conrmation of the Board of Directors and the CEO

We confirm that

  • the consolidated financial statements prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted by the European Union and the financial statements of the parent company prepared in accordance with the laws and regulations governing the preparation of financial statements in Finland give a true and fair view of the assets, liabilities, financial position and profit or loss of the company and the undertakings included in the consolidation taken as a whole;
  • the management report includes a fair review of the development and performance of the business and the position of the company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

Signatures to the Financial Statements and Board of Director's Report

Espoo, February 12. 2025

Petri
Salonen
Chairman
of
the
Board
Anna
Tenstam
Board
Member
Seppo
Mäkinen
Board
Member
Ty
Lee
Board
Member
Catherine
Calarco
Board
Member
Reijo
Tauriainen
Board
Member
Juho
Himberg
CEO

The Auditor's Note

A report on the audit performed has been issued today. Oulu, February 13, 2025, KPMG Oy Ab

Heidi Hyry Authorised Public Accountant, KHT

Auditor's Report

115

KPMG Oy Ab Kauppurienkatu 10 B 90100 Oulu FINLAND

This document is an English translation of the Finnish auditor's report. Only the Finnish version of the report is legally binding.

Auditor's Report

To the Annual General Meeting of Optomed Oyj

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of Optomed Oyj (Finnish business identity code 1936446-1) for the year ended 31 December 2024. The financial statements comprise the consolidated balance sheet, income statement, statement of comprehensive income, statement of changes in equity, statement of cash flows and notes, including material accounting policy information, as well as the parent company's balance sheet, income statement, statement of cash flows and notes.

In our opinion, the financial statements give a true and fair view of the group's and the parent company's financial performance, financial position and cash flows in accordance with IFRS Accounting Standards as adopted by the EU.

Our opinion is consistent with the additional report submitted to the Audit Committee.

Basis for Opinion

We conducted our audit in accordance with good auditing practice in Finland. Our responsibilities under good auditing practice are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report.

We are independent of the parent company and of the group companies in accordance with the ethical requirements that are applicable in Finland and are relevant to our audit, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

In our best knowledge and understanding, the non-audit services that we have provided to the parent company and group companies are in compliance with laws and regulations applicable in Finland regarding these services, and we have not provided any prohibited non-audit services referred to in Article 5(1) of regulation (EU) 537/2014. The non-audit services that we have provided have been disclosed in note 7.3 to the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Materiality

The scope of our audit was influenced by our application of materiality. The materiality is determined based on our professional judgement and is used to determine the nature, timing and extent of our audit procedures and to evaluate the effect of identified misstatements on the financial statements as a whole. The level of materiality we set is based on our assessment of the magnitude of misstatements that, individually or in aggregate, could reasonably be expected to have influence on the economic decisions of the users of the financial statements. We have also taken into account misstatements and/or possible misstatements that in our opinion are material for qualitative reasons for the users of the financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters. The significant risks of material misstatement referred to in the EU Regulation No 537/2014 point (c) of Article 10(2) are included in the description of key audit matters below.

Optomed Oyj Auditor's Report 13 February 2025

We have also addressed the risk of management override of internal controls. This includes consideration of whether there was evidence of management bias that represented a risk of material misstatement due to fraud.

THE KEY AUDIT MATTER HOW THE MATTER WAS ADDRESSED IN THE AUDIT

Goodwill (Basis of Preparation for the consolidated financial statements and Notes 12.3 and 12.4 to the Financial Statements)

  • The carrying amount of goodwill in the consolidated financial statements amounted to EUR 4,256 thousand as at December 31, 2024, accounting for 13.4 % of the total assets and 18 % of total balance of equity and reserves.
  • Goodwill is tested for impairment by the management annually or more frequently. Impairment is recorded in case the carrying amount exceeds the asset's recoverable amount.
  • For purposes of impairment testing, the recoverable amount is determined by Optomed based on value in use. The projected cash flows underlying the estimates made involve an element of management judgment regarding profitability of operations, long-term growth factors and interest rates applicable to the discounting of cash flows.
  • Resulting from management judgment underlying estimates and the significance of the book value of goodwill, the valuation of goodwill is perceived as a key audit matter.

Our audit measures included, among others:

  • We have assessed the key assumptions made by the management such as profitability of operations, interest rates and long-term growth factors. In the course of our audit of the estimates we have assessed the projections prepared by management in comparison with realized cash flows and employed professional judgment in the testing of key assumptions and their effect on sensitivity analyses.
  • We involved KPMG's valuation specialists in the audit for assessment of the appropriateness of the assumptions employed and the technical integrity of the calculations. The procedures have included a comparison to general market and industry-specific forecasts.
  • In addition, we assessed the appropriateness of the disclosures to the accounts relating to goodwill and impairment testing in the consolidated financial statements.

Capitalized development costs (Basis of Preparation for the consolidated financial statements and Notes 12.1 and 12.3 to the Financial Statements)

  • The development of screening devices is a key part of Optomed Group operating model. It takes a lot of development work before launching the products. Optomed capitalizes such costs when all the financial statement regulation criteria are met and those will generate probable future economic benefits. The carrying amount of capitalized development cost in the consolidated financial statements amounted to EUR 8,288 thousand as at December 31, 2024.
  • Optomed capitalizes development expenditure as an intangible asset where all the related criteria mentioned in basis of preparation are met.
  • This requires management to make judgement on when all of the criteria for capitalization are met and when to cease capitalization and start amortising the asset.
  • The carrying amount of capitalized development cost is depreciated as a straight-line amortization over 10 years of economic life and consequently the capitalized cost has a significant impact on the company's level of operating profit.
  • Following from the element of management judgment in the capitalized development cost and the related amortizations, the significance of book value of the asset and the effect on the result of operations, the appropriateness of capitalized development cost is perceived as a key audit matter.

Our audit measures included, among others:

  • Our audit measures have included the assessment of internal control environment monitoring capitalization of development cost processes. We have assessed if the capitalized development expenses in the financial period have met all the criteria.
  • We have assessed the appropriateness of the principles related to capitalization, valuation and the amortization period of development expense.
  • We have assessed the judgements and assumptions made by the management decisions related to capitalization, cease capitalization and amortising the asset.
  • We have tested the correctness of capitalized screening device development expense by sample tests and analytical substantive audit measures.
  • We have assessed the appropriateness of valuation of capitalized development cost and the amortization period by reviewing the profit projections of most significant projects and the technical accuracy of the calculations and employed professional judgment in the testing of key assumptions and their effect on sensitivity analyses.
  • We involved KPMG's valuation specialists in the audit for assessment of the appropriateness of the assumptions employed and the technical accuracy of the calculations.
  • In addition, we assessed appropriateness of the disclosures to the accounts relating to capitalized development costs.

Revenue recognition and trade receivables (Basis of Preparation for the consolidated financial statements and Notes 3, 16.2, 21.4.2 and 21.4.3 to the Financial Statements)

  • The net sales for the Group, total EUR 15,040 thousand, is comprised of sales of medical screening devices and solutions to wholesale dealers and of sales of software services.
  • Optomed recognises revenue to reflect the transfer of negotiated goods or services to customers in the amount of compensation Optomed expects to be entitled to in exchange of the goods and services.
  • The sales revenue from sales of screening devices and solutions are recognized when the performance obligation is fulfilled by the delivery of good to wholesale dealer and control is transferred to customer.
  • For the sales of software services, revenue is recognized over a period of time; for licensing agreements, at a point of time as control is transferred to customer; and for installation solutions, at the point of time as control is transferred and the end product is at the customer's disposal.
  • Optomed has a significant amount of trade receivables, EUR 2,427 thousand, with payment time of different lengths. There is always a credit risk in trade receivables.
  • Group recognises all trade receivables at amortised cost. The expected credit losses on trade receivables are recorded based on Optomed's historical knowledge on trade receivables at default and payment delays due to financial difficulties. The loss allowance is assessed both on an individual basis and collectively.
  • Following the variety of types of sales proceeds collected by the Group, revenue recognition and trade receivables are perceived as a key audit matter.

Our audit measures included, among others:

  • Our audit measures have included the assessment of internal control environment monitoring sales processes and overdue trade receivables and testing of effectiveness of key sales controls identified. Additionally, we have performed substantive audit measures on net sales recorded.
  • We have tested the recording of sales transactions as well as the function of recording and invoicing of sales transactions and evaluated the correctness of sales proceeds by testing the accrual of sales between periods.
  • We have performed substantive audit procedures for trade receivables in the consolidated financial statements to evaluate the valuation of trade receivables.
  • We have evaluated the reasonability of estimates related to valuation of trade receivables, especially regarding overdue trade receivables.
  • In addition, we assessed the appropriateness of the disclosures to the accounts relating to sales revenue and trade receivables recognized in the consolidated financial statements.

Responsibilities of the Board of Directors and the Managing Director for the Financial Statements

The Board of Directors and the Managing Director are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with IFRS Accounting Standards as adopted by the EU, and of financial statements that give a true and fair view in accordance with the laws and regulations governing the preparation of financial statements in Finland and comply with statutory requirements. The Board of Directors and the Managing Director are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Board of Directors and the Managing Director are responsible for assessing the parent company's and the group's ability to continue as a going concern, disclosing, as applicable, matters relating to going concern and using the going concern basis of accounting. The financial statements are prepared using the going concern basis of accounting unless there is an intention to liquidate the parent company or the group or cease operations, or there is no realistic alternative but to do so.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with good auditing practice will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.

As part of an audit in accordance with good auditing practice, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the parent company's or the group's internal control.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
  • Conclude on the appropriateness of the Board of Directors' and the Managing Director's use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the parent company's or the group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the parent company or the group to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events so that the financial statements give a true and fair view.

— Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Reporting Requirements

Information on our audit engagement

We were first appointed as auditors by the Annual General Meeting on 11 May 2016, and our appointment represents a total period of uninterrupted engagement of 9 years. Optomed Oyj has become a Public Interest Entity 5 December 2019 and we have been auditors all that time.

Other Information

The Board of Directors and the Managing Director are responsible for the other information. The other information comprises the report of the Board of Directors and the information included in the Annual Report, but does not include the financial statements and our auditor's report thereon. We have obtained the report of the Board of Directors prior to the date of this auditor's report, and the Annual Report is expected to be made available to us after that date.

Our opinion on the financial statements does not cover the other information.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. With respect to the report of the Board of Directors, our responsibility also includes considering whether the report of the Board of Directors has been prepared in accordance with the applicable laws and regulations.

In our opinion, the information in the report of the Board of Directors is consistent with the information in the financial statements and the report of the Board of Directors has been prepared in accordance with the applicable laws and regulations.

If, based on the work we have performed on the other information that we obtained prior to the date of this auditor's report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Oulu, 13 February 2025

KPMG OY AB

HEIDI HYRY

Authorised Public Accountant, KHT

www.optomed.com

This is voluntary published pdf report, so it does not fulfill the disclosure obligation pursuant to Section 7:5§ of the Securities Markets Act

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