Revenio Oyj : Corporate Governance Statement 2023

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Corporate

Governance

Statement 2023

REVENIO | CORPORATE GOVERNANCE STATEMENT

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Corporate Governance

of Revenio Group

Corporation 2023

Revenio Group Corporation's

Regulations and Governance

Code

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

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

In its decision-making and corporate governance, Revenio Group Corporation abides by the Finnish Limited Liability Companies Act, other legal provisions concerning listed companies, Revenio Group Corporation's Articles of Association, and the rules and guidelines issued by Nasdaq Helsinki Ltd. The Company complies with the Finnish Corporate Governance Code approved on September 19, 2019 and issued on January 1, 2020, by the Securities Market Association ("Corporate Governance Code"). The full Corporate Governance Code is available at www.cgfinland.fi.

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Governance structure

	General meeting
	Audit
	Board of Directors
Audit Committee				Remuneration Committee
Internal Control and
Risk Management
Chief Executive Officer
	Leadership Team

Group structure

Revenio Group

Corporation

Revenio

Icare

Revenio

Revenio

Oscare

Italy S.R.L.

Finland Oy

Research Oy

Australia Pty Ltd

Medical Oy

100%

59.1%

100%

100%

100%

CenterVue

Icare

China iCare

Icare World

CT Operations

Medical Technology

International UK

SpA

USA Inc.

Australia Pty Ltd

Co. Ltd

Ltd

40.9%

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

Done Medical Oy was merged to parent company Revenio Group Corporation on October 31, 2023.

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General Meeting

Ordinary and extraordinary general meetings of shareholders

The ordinary Annual General Meeting is held annually on a date determined by the Board of Directors no later than the end of June. The Annual General Meeting considers matters stipulated by the Company's Articles of Association, and any other proposals/recommendations made to the Annual General Meeting. Revenio's Annual General Meeting was held on March 23, 2023. The Company may also convene an extraordinary meeting of shareholders. General meetings of shareholders are convened by the Board of Directors.

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

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

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

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

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

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

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

Notice of the General Meeting of shareholders

Notice of a General Meeting shall be given no earlier than two (2) months and no later than twenty-one (21) days prior to the meeting by publishing the notice on the Company's website at www.reveniogroup.fi/en /investors/corporate_governance/annual_general _meeting, or in at least one Finnish-language national daily newspapers determined by the Board of Directors, or by delivering the notice in writing to the address entered for each shareholder in the shareholder register.

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

The notice of the General Meeting shall indicate:

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

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In addition, the following will be presented to shareholders on the Company's website no later than

21 days prior to the meeting:

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

Right to participate in General Meetings of shareholders

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

Minutes of the General Meeting

Minutes will be taken at General Meetings of shareholders and made available, together with attachments relating to the decisions made by the meeting, to the shareholders on the Company's website within two (2) weeks of the meeting. Attachments relating to deci-

sions made by the meeting will be available on the Company's website only to the extent that they pertain to the actual subject matter of the decision. In addition, the decisions of the General Meeting are to be published in the form of a stock exchange release without delay after the meeting. Documents of the General Meeting are to be available on the Company's website for at least five years after the General Meeting.

Senior management presence at General Meetings

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

Share classes

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

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

Board of Directors

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

According to its Articles of Association, Revenio Group Corporation's Board of Directors is to be composed of no fewer than three (3) and no more than seven (7) mem- bers. The requirements set by the Company's operation and its development phase will be considered with regard to the composition of the Board of Directors.

A candidate for the Board of Directors must have the necessary qualifications for the position and the time to fulfill their duties. The number of members on the Board of Directors and its composition must enable efficient performance when the Board's tasks are being managed. The General Meeting of shareholders elects the members of the Board. The Board elects its Chair from among its members. All members of the Board of Directors

are non-executive directors. According to the Articles of Association, the term of a member of the Board is one year beginning at the end of the General Meeting of shareholders at which the member was elected and ending at the close of the next Annual General Meeting.

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

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

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Members of the Board of Directors

The Board reviews the neutrality of its members on a regular basis. Board Members are obligated to provide the Board of Directors with the information required for the assessment of neutrality.

ARNE BOYE NIELSEN	RIAD SHERIF	ANN-CHRISTINE SUNDELL
M.Sc., b. 1968	MD, MBA, b. 1968	M.Sc., b. 1964
Danish citizen	CEO, Oculis	Professional Board member
	French citizen	Finnish citizen
• Chair of the Board since 2022
• Member of the Board since 2020	• Member of the Board since 2022	• Member of the Board since 2016
• Member of the Audit Committee since 2022	• Member of the Remuneration Committee	• Chair of the Remuneration Committee
• Independent of the company and its major	since 2022	since 2020
shareholders	• Independent of the company and its	• Member of the Audit Committee since 2019
	major shareholders	• Independent of the company and its major
		shareholders
Shareholdings on December 31, 2023: 1,752 shares	Shareholdings on December 31, 2023: 699 shares	Shareholdings on December 31, 2023: 5,768 shares

PEKKA TAMMELA

M.Sc. (Econ.), b. 1962

Partner, PJ Maa Oy

Finnish citizen

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

BILL ÖSTMAN

M.Sc. (Eng.), b. 1958

Finnish citizen

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

Shareholdings on December 31, 2023: 35,930 shares

Shareholdings on December 31, 2023: 2,652 shares

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Diversity of the Board of Directors

In order to ensure the diversity of the Board of Directors, the members' competence, experience, and industry -specific knowledge must be taken into account when candidates are proposed as members of the Board. The Company strives to have different genders represented on the Board of Directors, and it aims to have members that represent wide-ranging and diverse perspectives.

Responsibilities of the Board of Directors

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

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

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

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

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

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

The Board's decision-making

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

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

The Board's meeting procedures and self-assessment

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

Attendance of Board members at Board meetings in 2023

Arne Boye Nielsen	19/19	100%
Riad Sherif	18/19	95%
Ann-Christine Sundell	19/19	100%
Pekka Tammela	18/19	95%
Bill Östman	19/19	100%

In 2023, the Board of Directors met 19 times, and the average attendance of Board members at meetings was 98%. In 2022, the attendance rate was 100%.

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Audit Committee

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

In accordance with the Limited Liability Companies Act, the duties of the Audit Committee are to:

• monitor and assess the financial reporting system
• monitor and assess the efficiency of internal control and auditing as well as of the risk management systems
• monitor and assess how agreements and other legal acts between the Company and its related parties meet the requirements of the ordinary course of business and market terms
• monitor and evaluate the independence of the auditor and, in particular, the offering of services other than auditing services by the auditor
• monitor the Company's auditing
• prepare the appointment of the Company's auditor

In addition, the tasks of the Company Audit Committee include:

• monitoring the statutory auditing of the financial statements and consolidated financial statements as well as the reporting process and ensure their accuracy
• supervising the financial reporting process
• reviewing the effectiveness of Revenio Group Corporation's internal control and risk management systems, the Group's risks, and the quality and scope of risk management
• approving the internal audit guidelines and reviewing the internal audit plans and reports
• reviewing the description of the main features of the internal control and risk management systems in relation to the financial reporting process, which is included in the Company's Corporate Governance Statement
• evaluating the independence and work of the statutory auditor and proposing a resolution on the election and fee of the auditor
• evaluating compliance with laws, regulations, and Company policies and monitoring significant litigations of Group companies
• executing any other duties bestowed upon it by the Board

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

Committee meetings are quorate when the Chair and at least one member are present.

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

The Audit Committee evaluates its own work once a year in the form of self-assessment. The Committee Chair reports the results to the Board of Directors.

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

Attendance of Board members at Audit Committee meetings in 2023

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

In 2023, the Audit Committee met 5 times, and the attendance rate was 100%. In 2022, the Audit Committee met 5 times, and the attendance rate was 100%.

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Nomination and

Remuneration Committee

The Nomination and Remuneration Committee assists the Board of Directors in preparations for the election of the Board members, the preparation of matters related to the election and remuneration of the CEO and other management, and the preparation of incentive schemes for other employees. In accordance with the charter of the Nomination and Remuneration Committee, the Board elected the following members from among its members for the Committee: Ann- Christine Sundell (Chair), Riad Sherif, and Bill Östman. The members of the Nomination and Remuneration Committee have strong expertise with respect to the Committee's area of responsibility as set forth below.

Election and composition of the Nomination and Remuneration Committee

The Board of Directors elects the chair and members of the Nomination and Remuneration Committee from among its members.

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

Duties of the Nomination and

Remuneration Committee

The Nomination and Remuneration Committee as-

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

The duties of the Nomination and Remuneration Committee include:

• the preparation of a proposal for the appoint- ment of directors made to the general meeting
• the preparation of a proposal concerning the remuneration of the directors made to the general meeting
• the presentation of a proposal concerning directors to be made to the general meeting
• finding successor candidates for directors
• the preparation of the appointment of the CEO and other management as well as successor planning
• the preparation of the salary and other financial benefits of the CEO and other management
• the preparation of matters concerning the company's remuneration schemes
• the assessment of the remuneration of the CEO and other management as well as seeing to the appropriateness of the remuneration schemes
• the preparation of the remuneration policy and report
• the presentation of the remuneration policy and report in the general meeting and responding to questions related thereto

Work of the Nomination and Remuneration

Committee

The Nomination and Remuneration Committee shall convene at least twice a year at the invitation of the Chair. The invitation and agenda will be sent to the meeting participants as well for the attention of other members of the Board of Directors.

The Committee is competent when the Chair of the Committee and at least one member of the Committee are present.

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

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

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

Attendance of Board members at Nomination and Remuneration Committee meetings in 2023

Ann-Christine Sundell	8/8	100%
(Chair)
Riad Sherif	8/8	100%
Bill Östman	8/8	100%

In 2023, the Nomination and Remuneration Committee met 8 times, and the attendance rate was 100%. In 2022, the Nomination and Remuneration Committee met 5 times, and the attendance rate was 100%.

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CEO

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

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

CEO's salary, bonuses, and fringe benefits 2023, EUR

	PAID IN
	2023
Fixed salary (monthly salary, vacation pay)	254,802
Short-term incentive 2022
Monetary portion	148,048
Employee fund portion	38,960
Long-term incentive
Performance-based share plan (PSP)	220,724
Restricted share plan (RSP)	37,131
Supplementary pensions	12,000
Fringe benefits	240

Key terms of the CEO's service contract

Pension benefits	Employment pension,
additional pension
Period of notice	6 months
Compensation payable in addition to salary	6 months
for period of notice

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