Remuneration

Remuneration Report for Governing Bodies

This remuneration report for the financial year 2025 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:

^{1) Does not include the consultancy fees of Petri Salonen. 2) includes 31 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 2025 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 2025 by transferring own shares held by the Company based on an authorization granted by the Annual General Meeting.

^{All in EUR thousand.}

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 2025, the fees paid to Petri Salonen amounted to EUR 98 thousand and in 2024 they amounted to EUR 97 thousand. The fees include VAT. In addition, he has been paid EUR 11 (6) thousand as reimbursement for travel and other expenses in 2025. The consultancy relationship does not entitle Salonen to any benefits or variable pay in addition to the fees. Leana Wen provided consultancy services to the Company before she started her Board position in May 2025. In early 2025, prior to assuming her role as a Board member, she was paid EUR 50 thousand for US‑related consultancy services.

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.

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 year 2025 are presented in the following table:

^{All in EUR thousand.
1) Includes fringe benefits.}

In 2025, 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 2025, 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 in 2025

The short-term incentive (STI) performance criteria for 2025 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 cash flows before net working capital changes

Based on the achievement of the targets in 2025, the CEO will be paid a short-term incentive of EUR 89,607, which corresponds to 43% percent of the maximum amount. The payment will be made in 2026. The performance metrics and earned incentives of the short-term incentive scheme are detailed in the table below.

The earning opportunity and performance measures in the short-term incentive plan 2025:

Long Term Incentive in 2025

During 2025, the CEO received 100,000 options based on option plan 2025A. The purpose of the plan is to retain and incentivize the CEO among other key employees. The subscription price is EUR 3,77 per option. The subscription period is 1 January 2027 – 31 December 2029, 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 2025:

3. Remuneration of Members of the Leadership Team

For the financial period 2025,  the remuneration of the members of the Leadership Team of the Company (excluding the CEO) have consisted of a monthly fixed salary, customary fringe benefits and short-term incentive schemes.

The remuneration presented below shows the remuneration paid to Optomed Plc’s Leadership Team (excluding the CEO) for the financial years 2023-2025:

Optomed offers the Leadership Team the statutory Finnish TyEL pension. In addition, they are entitled to separate pension arrangements from 2024 onward.

The Leadership Team members’ employment contracts may be terminated on a mutual basis with a notice period ranging from six to twelve months. In addition, the Vice President of Software and the managing director of Optomed Software Oy, Markku Myllylä, is entitled to a severance pay of an amount equaling nine months’ salary in addition to the salary for the notice period if the Company terminates the managing director contract. The severance pay is not payable in case of a material breach by the CEO or when the contract is terminated on grounds equal to those under Chapter 7 Section 2 or Chapter 8 Section 1 or 3 of the Finnish Employment Contracts Act (55/2001, as amended).

Short term incentive

In 2025, the Leadership Team participated in the same short term incentive scheme as the CEO. The maximum bonus for the Leadership Team members under the short-term incentive system was approximately 75% of their yearly fixed salary. The targets were the same as for the CEO.

Based on the achievement of the targets in 2025, the Leadership Team members (excluding the CEO) will be paid a short-term incentive total of EUR 117 218 which corresponds to 43% percent of the maximum amount. The payment will be made in 2026. The performance metrics and earned incentives of the short-term incentive scheme are detailed in the table below.

Long term incentive

The members of the Leadership Team have received options entitling to shares in the Company as an incentive. The subscription prices of the options are EUR 3.50 – 5.00 and the subscription periods range between 2025–2029. 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 consultancy agreement with the Group is terminated, for any reason whatsoever, unless the Board of Directors decides to deviate from the rule.