Etteplan Oyj

Business ID 0545456-2

Board of Directors’ Review and Financial Statements

JANUARY 1–DECEMBER 31, 2025

Board of Directors’ Review

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Board of Directors’ Review January 1 – December 31, 2025

OPERATING ENVIRONMENT

The most important factor affecting Etteplan’s business is the global development of the machinery and metal industry. The majority of Etteplan’s customers are industrial companies with several global megatrends influencing the development of their operating environment. For example, structural changes in the global economy, urbanization, climate change, and sustainability are all influencing companies, national economies, and people’s lives. In addition to these megatrends, the engineering industry is influenced primarily by three trends: digitalization, accelerating technological development, and the growing need for highly competent employees. In particular, the application of artificial intelligence in various applications is accelerating. These trends are creating a need for intelligent and energy-efficient solutions in all industrial sectors.

The trend of centralizing service purchasing continues as customer demand becomes increasingly international, presenting growth opportunities for global engineering companies. The continued trend of service outsourcing has a positive effect on the industry’s development. Leveraging AI increases interest also in outsourcing solutions and creates growth opportunities for Etteplan. The competition for employees has eased in the prevailing market situation, but there is continued competition for specialized experts in certain areas.

DEVELOPMENT OF DEMAND BY CUSTOMER INDUSTRY

Geopolitical and trade policy tensions affect demand in all of our customer industries. Demand in the Defense industry was at a good level, and demand in the Energy industry was at a moderate level. Demand in the Mining industry showed slight signs of recovery. Demand in the Forest industry and the Metal industry were at a weak level. Demand in the ICT and Electronics industry remained at a weak level. Demand in the Automotive industry weakened. Demand in the Chemical industry remained at a weak level.

DEVELOPMENT OF DEMAND IN ETTEPLAN’S OPERATING COUNTRIES

In the uncertain market situation, our demand outlook was weak in all of our operating countries in Europe. The demand situation has been particularly challenging in Finland and Sweden. In China, the market situation

was better than in Europe, but the trade war increased uncertainty also in China. In China’s internal market, the demand for technology services remained at a good level, as demand is influenced by the strengthening of the trend of companies purchasing services instead of hiring employees of their own. In the fourth quarter, demand in the Chinese market showed slight signs of slowing down.

KEY FIGURES

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REVENUE

The weakening of demand due to market uncertainty, the challenges in the operating environment, and customers’ slow decision-making affected the accrual of revenue throughout the year. Acquisitions completed during the year increased revenue.

Etteplan’s revenue increased by 0.1 percent and was EUR 361.4 million (1-12/2024: EUR 361.0 million). At comparable exchange rates, revenue decreased by 0.5 percent. Organic revenue decreased by 5.0 percent. At comparable exchange rates, organic revenue decreased by 5.6 percent. Revenue from key accounts decreased by 1.0 percent.

Etteplan’s business is subject to periodic fluctuation due to the number of working days, holiday seasons and the timing of product development and investment projects in customer companies, which mainly take place in the spring and the latter part of the year.

The revenue of acquired companies is not included in organic revenue growth for 12 months following their acquisition. STRONGIT ApS is included in Etteplan’s figures starting from January 1, 2024, AFFRA AB from June 1, 2024, Novacon Powertrain GmbH from January 1, 2025, and Eltech Automation i Lund AB from September 1, 2025.

RESULT

The full-year result was negatively affected by the weakening of demand due to market uncertainty, the challenges in the operating environment and the customers’ slow decision-making, as well as significant non- recurring expenses. Operating profit (EBITA) decreased by 0.6 percent and was EUR 24.2 (24.4) million, or 6.7 (6.8) percent of revenue. Operating profit EBIT decreased by 3.0 percent and was EUR 17.9 (18.4) million, or 4.9 (5.1) percent of revenue. The combined effect of non-recurring items on operating profit (EBITA) and operating profit (EBIT) was EUR -2.8 (-3.0) million. Without the non-recurring items, the operating profit (EBITA) would have been 7.5 percent. The non-recurring items consisted of expenses related to organizational restructuring and adaptation measures, as well as credit losses, which were unusually high for us.

The net amount of financial income and financial expenses came to EUR -4.5 (-4.8) million. Profit before taxes was EUR 13.4 (13.6) million. Taxes in the income statement amounted to 21.1 (23.5) percent of the result before taxes. The amount of taxes was EUR 2.8 (3.2) million.

The profit for the financial year was EUR 10.6 (10.4) million. Basic earnings per share were EUR 0.42 (0.41). Equity per share was EUR 4.84 (4.67) at the end of December. Return on capital employed (ROCE) before taxes was 8.3 (9.4) percent.

CASH FLOW AND FINANCIAL POSITION

Operating cash flow was EUR 32.0 (31.0) million. Cash flow after investments was EUR 18.3 (9.0) million. Operating cash flow accrues unevenly over the four quarters of the year due to periodic fluctuation in business.

The Group’s cash and cash equivalents stood at EUR 30.4 (25.2) million at the end of December.

The Group’s interest-bearing liabilities amounted to EUR 102.1 (95.9) million at the end of December. The amount of interest-bearing liabilities was affected by acquisitions made by the Group.

The Company has granted loans to its subsidiaries. The total amount of the loans amounted to EUR 14.8 (19.8) million at the end of December. The loan term is a maximum of 4 years or the loans have no fixed maturity date. The loans are repaid in equal instalments and interest is paid once a year. The interest rates are primarily fixed or linked to the base rate at 2.07-3.73 percent. The loans are unsecured.

The Group´s lease liabilities represented EUR 21.7 (19.2) million of interest-bearing liabilities.

The total of unused short-term credit facilities stood at EUR 15.9 (16.1) million.

Total assets on December 31, 2025, were EUR 304.0 (297.8) million. Goodwill on the balance sheet was EUR 126.7 (117.4) million.

At the end of December, the equity ratio was 40.8 (40.5) percent.

CAPITAL EXPENDITURE

The Group’s gross investments were EUR 28.7 (29.2) million and mainly consisted of acquisitions, increases in lease liabilities and equipment purchases.

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PERSONNEL

The number of personnel stood at 3,777 (3,803) employees at the end of December 2025. The number of personnel decreased by 0.7 percent when compared to the end of December 2024. In the weak market situation, we have slowed down recruitment and had to increase temporary layoffs in Finland compared to the preceding quarter. A total of 168 (178) employees were temporarily laid off at the end of December 2025. The Group employed 3,846 (3,859) people on average in 2025.

The number of people employed by the Group outside of Finland stood at 1,995 (1,921) at the end of December, representing 53 (51) percent of the total number of employees.

BUSINESS REVIEW

Weak demand situation continued in Europe. There was still significant variation in customer-specific and industry-specific demand. In China, the market situation was better than in Europe, but the trade war increased uncertainty also in China. In China’s internal market, the demand for technology services remained at a good level, as demand is influenced by the strengthening of the trend of companies purchasing services instead of hiring employees of their own. Going forward, we will focus even more heavily on serving the internal market in China. The number of hours sold in the Chinese market increased by 5.4 percent.

We continued the implementation of our strategy and investments to develop our business during the year to respond to the changes in our industry. We continued to develop our service offering, especially in relation to artificial intelligence, and implemented several customer projects that leverage AI. The market around us is changing, and the significance of AI, in particular, continues to grow strongly. With this in mind, utilizing AI plays a very central role in our strategy period that started at the beginning of 2025.

We continued to implement our growth strategy by acquiring two companies during the year. In January, we acquired Novacon Powertrain GmbH, a German product engineering services company that focuses on electrification in the automotive industry and the development of engine technology. In September, we acquired Eltech Automation i Lund AB, a Swedish provider of comprehensive industrial automation solutions. Novacon Powertrain’s figures were included in Etteplan’s income statement and balance sheet starting from January 1, 2025, and Eltech Automation’s figures were included starting from September 1, 2025.

Etteplan’s new strategy period began on January 1, 2025

Etteplan’s renewed strategy and updated financial targets for the years 2025-2027 came into effect on January 1, 2025. Digitalization, the growing importance of artificial intelligence (AI) and data, sustainability and the growing need for experts are key trends that affect the operations of both Etteplan and its customers. The main goal of the strategy update is to generate even more value for our customers and accelerate the transformation and development of customers’ and Etteplan’s business.

The strategy period 2025-2027 is called Transformation with AI , and its three cornerstones are Trusted Partner, AI and Technology-Empowered Service Solutions and Success with People . Etteplan’s AI-powered service solutions are at the core of the updated strategy, and the company’s target is to increase the share of revenue derived from AI-driven service solutions developed by Etteplan to 35 percent by the end of 2027. AI and technologies, efficient processes, versatile know-how and world-class engineering methods are integrated into the service solutions. Based on a deep understanding of our customers’ needs, we offer scalable solutions that bring people and technology together and create tangible business value for our customers. We also develop services related to data management and data maintenance that enable the efficient use of AI. During the year, the implementation of Etteplan’s strategy continued, and the share of revenue derived from AI-driven service solutions developed by Etteplan developed favorably and was 5 percent at the end of December. The growth has been the fastest in the Technical Communication and Data Solutions service area, where we have won several AI-driven outsourcing contracts related to technical communication. We have also been successful in increasingly leveraging AI in existing customer accounts in the area of technical communication.

Etteplan’s target is still to increase the share of revenue represented by Managed Services to 75 percent. The development of revenue from AI-driven service solutions supports this target. The share of revenue represented by Managed Services stood at 67 (65) percent.

We seek growth both organically and through acquisitions. The sources of organic growth include new service solutions that utilize AI and technologies that produce new added value for our customers. Current service solutions are also enhanced with the help of AI. We develop new data-related service solutions that enable the efficient use of AI for industrial product companies and companies in process industries, and support their data management and maintenance. The sources of organic growth also include our global delivery model and the utilization of nearshoring and offshoring solutions to ensure competitiveness in the growing global competition.

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Inorganic growth is created through acquisitions. Our goal is to offer services from all three of our service areas in all of our operating countries. We aim to grow in our current operating countries through acquisitions that strengthen our expertise, expand our service offering and improve our market position in selected markets and/or customer segments. Revenue accumulated outside Finland amounted to EUR 199.0 (190.4) million, or 55 (53) percent of the Group’s total revenue.

Etteplan’s financial and strategic targets from January 1, 2025:

Utilization of AI: The share of revenue derived from AI-driven service solutions developed by Etteplan will be 35 percent by the end of 2027

Managed Services: 75 percent of revenue from managed services (Managed Services Index, MSI) by the end of 2027

Growth: Revenue over EUR 500 million in 2027

Profitability: Operating profit (EBITA) over 10 percent of revenue

ACQUISITIONS

On September 2, 2025, Etteplan announced it is strengthening its position in Sweden by acquiring the entire share capital of the Swedish company Eltech Automation i Lund AB, which is headquartered in Lomma, Skåne. The company is a provider of comprehensive industrial automation solutions. With this acquisition, Etteplan expands its service offering in Sweden to include production solutions and strengthens its foothold particularly in Southern Sweden. The company employs 21 professionals and had a revenue of approximately EUR 2.5 million in 2024. Eltech Automation AB’s figures are included in Etteplan’s income statement and balance sheet starting from September 1, 2025.

On January 16, 2025, Etteplan announced it is strengthening its position in Central Europe by acquiring all shares in the German product engineering services company Novacon Powertrain GmbH, which focuses on electrification in the automotive industry and the development of engine technology. The acquisition brings Etteplan a new product development unit with strong expertise in the electrification of motoring and rail traffic as well as in the development of advanced powertrains. The revenue of the company, which employs about 180 professionals, was approximately EUR 18 million in 2023. Novacon Powertrain’s figures are included in Etteplan’s income statement and balance sheet starting from January 1, 2025.

Acquisitions in 2024:

On May 27, 2024, Etteplan acquired AFFRA AB, a Swedish consulting company specializing in testing. Based in Gothenburg, AFFRA is a consulting company that specializes in software testing and, in particular, Hardware in the Loop (HIL) testing for the automotive and transport industry. All 23 of AFFRA’s professionals in testing, software development, and embedded solutions were immediately transferred to Etteplan.

On January 8, 2024, Etteplan acquired STRONGIT ApS, a Danish technology service company that focuses on product development solutions. STRONGIT delivers its services with a team of 13 highly qualified engineering professionals and a network of around 70 freelancers in Copenhagen, Århus, and Gråsten in Denmark.

In addition, in June 2024, Etteplan acquired a minority stake of 19.99 percent in BJIT, a globally operating IT consulting enterprise that is the largest in its industry in Bangladesh. The acquisition will strengthen Etteplan’s cost competitiveness in the future.

GOVERNANCE

General meeting

The Annual General Meeting of Etteplan Oyj was held on April 8, 2025. The Annual General Meeting approved the financial statements and discharged the members of the Board of Directors and the President and CEO from liability for the financial year 2024.

The Annual General Meeting resolved, in accordance with the proposal of the Board of Directors, to pay a dividend of EUR 0.22 per share for the financial year 2024 and to leave the remaining funds in unrestricted equity. The dividend decided on by the Annual General Meeting was paid to the shareholders registered on the record date in the shareholders’ register maintained by Euroclear Finland Ltd. The record date of the payment of dividend was April 10, 2025, and the dividend was paid on April 17, 2025.

In accordance with the proposal of the Nomination and Remuneration Committee of the Board of Directors, the Annual General Meeting resolved that the Board of Directors shall consist of six (6) members. In accordance with the proposal of the Nomination and Remuneration Committee of the Board of Directors, the Annual General Meeting resolved on the annual remuneration of the members of the Board of Directors, the Chairman of the Board and the chairmen and members of the Nomination and Remuneration Committee and the Audit Committee.

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In accordance with the proposal of the Nomination and Remuneration Committee of the Board of Directors, the Annual General Meeting re-elected Robert Ingman, Tomi Ristimäki, Sonja Sarasvuo and Mikko Tepponen as members of the Board of Directors. The Annual General Meeting further elected Outi Henriksson and Katri Piirtola as new members of the Board of Directors.

KPMG Oy Ab, Authorized Public Accountants, with Authorized Public Accountant Kim Järvi as the main responsible auditor, was elected as the company’s auditor. KPMG Oy Ab was elected as the company’s sustainability reporting assurance provider for the financial period 2025.

In its organization meeting subsequent to the Annual General Meeting, the Board of Directors of Etteplan Oyj elected Robert Ingman as Chairman of the Board of Directors. Mikko Tepponen was elected the Chairman and Robert Ingman and Katri Piirtola as members of the Nomination and Remuneration Committee of Etteplan Oyj. Outi Henriksson was elected the Chairman and Sonja Sarasvuo and Tomi Ristimäki as members of the Audit Committee of Etteplan Oyj.

The Annual General Meeting resolved to amend the company’s Articles of Association by adding an article on the sustainability reporting assurance provider to the Articles of Association, amending the article concerning the Annual General Meeting, and adding the election of the sustainability reporting assurance provider to the agenda of the Annual General Meeting. In addition, the Annual General Meeting resolved to change the numbering of the Articles of Association to reflect these amendments.

Board authorizations

The Annual General Meeting held on April 8, 2025, authorized the Board of Directors to resolve on the repurchase of the company’s own shares in one or more tranches using the company’s unrestricted equity. A maximum of 2,000,000 shares in the company may be repurchased. The company may deviate from the obligation to repurchase shares in proportion to the shareholders’ current holdings, i.e. the Board has the right to decide on a directed repurchase of the company’s own shares.

The authorization includes the right for the Board to resolve on the repurchase of the Company’s own shares through a tender offer made to all shareholders on equal terms and conditions and at the price determined by the Board, or in public trading organized by the NASDAQ OMX Helsinki Ltd at the market price valid at any given time, so that the Company’s total holding of own shares does not exceed ten (10) percent of all the shares in the Company. The minimum price for the shares to be repurchased is the lowest market price quoted for the shares in the company in public trading and, correspondingly, the maximum price is

the highest market price quoted for the shares in the company in public trading during the validity of the authorization.

Should the shares in the company be repurchased in public trading, such shares will not be purchased in proportion to the shareholders’ current holdings. In that case, there must be a weighty financial reason for the company to repurchase its own shares. The shares may be repurchased in order to be used as consideration in potential acquisitions or in other structural arrangements. The shares may also be used for carrying out the company’s incentive schemes for its personnel. The repurchased shares may be retained by the company, invalidated or transferred further. The repurchase of the company’s own shares will reduce the non-restricted equity of the company.

The authorization is valid for 18 months from the date of the resolution of the Annual General Meeting starting on April 8, 2025, and ending on October 7, 2026. The authorization replaces the corresponding previous authorization.

The Annual General Meeting of April 8, 2025, decided to authorize the Board of Directors to resolve on the issuance of a maximum of 2,000,000 shares through issuance of shares, option rights or other special rights entitling to shares under Chapter 10, Section 1 of the Finnish Companies Act in one or more issues. The authorization includes the right to decide to issue either new shares or shares held by the company.

The authorization includes the right to deviate from the existing shareholders’ pre-emptive subscription right as set forth in Chapter 9, Article 3 of the Companies Act. Therefore, the Board of Directors has the right to direct the share issue, or issuance of the option rights or other special rights conferring entitlement to shares. The authorization also includes the right to decide on all the terms of share issue, option rights or other special rights conferring entitlement to shares. The authorization therefore includes the right to determine share subscription prices, persons entitled to subscribe the shares and other terms and conditions applicable to the subscription. In order to deviate from the shareholders’ pre-emptive subscription right, the company must have a weighty financial reason such as financing of a company acquisition, other arrangement in connection with the development of the company’s business or equity or an incentive scheme to the personnel. In connection with the share issuance, the Board of Directors is entitled to decide that the shares may be subscribed against contribution in kind or otherwise under special terms and conditions. The authorization includes the right to determine whether the subscription price will be entered into the share capital or into the unrestricted equity fund.

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The authorization is valid for eighteen (18) months from the date of the resolution of the Annual General Meeting starting on April 8, 2025, and ending on October 7, 2026. The authorization replaces the corresponding previous authorization.

Shares and Shareholders

Etteplan’s shares are listed in Nasdaq Helsinki Ltd’s Mid Cap market capitalization group in the Industrials sector under the ETTE ticker. The company has one series of shares. Each share entitles its holder to one vote at the General Meeting of Shareholders and confers an equal right to a dividend. The company’s share capital on December 31, 2025, was EUR 5,000,000.00 and the total number of shares was 25,350,793.

The number of Etteplan Oyj shares traded in January-December was 725,522 (1–12/2024: 429,697), for a total value of EUR 7.66 (5.34) million. The share price low was EUR 8.90, the high EUR 12.50, the average EUR 10.55 and the closing price EUR 9.48. Market capitalization on December 31, 2025, was EUR 239.4 (252.5) million. On December 31, 2025, Etteplan had 3,557 (3,483) shareholders.

Etteplan did not purchase any of its own shares in January-December 2025. The company held 100,921 of its own shares at the end of December 2025 (December 31, 2024: 100,921), corresponding to 0.40 percent of all shares and voting rights.

Etteplan Oyj’s incentive plan for key personnel 2023–2025

The Board of Directors of Etteplan Oyj decided on April 20, 2023, to establish a new share incentive plan for the Group’s key personnel. The plan ended on December 31, 2025. Approximately 35 people belonged to the plan, including the Management Group of Etteplan. The rewards to be paid on the basis of the plan corresponded to the value of a maximum total of 300,000 Etteplan Oyj shares (including also the portion to be paid in cash).

The aim of the share incentive plan was to combine the objectives of the shareholders and the key personnel in order to increase the value of Etteplan, to commit the key personnel to the company, and to offer them a competitive reward plan based on earning the company shares.

The plan included one earning period which included the calendar years 2023–2025. The plan was in line with Etteplan’s strategy and supported reaching the company’s financial targets. The earnings criteria were Etteplan Group’s revenue increase and earnings per share development. The earnings criteria were not met and, consequently, no rewards will be paid under the incentive plan.

On December 16, 2025, Etteplan announced the establishment of a new share-based incentive plan for the Group’s management and key personnel for the period 2026–2028.

Breakdown of shareholdings, December 31, 2025

Major shareholders

* Included in the share count of ‘Other shareholders’

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Breakdown of shareholdings by owner group

Breakdown of shareholdings by size class

Key figures for shares

Shareholdings of the Board of Directors and Executive Management

At the end of the financial year, the members of Etteplan Oyj’s Board of Directors and their related parties held a total of 16,825,000 Etteplan shares. Their combined holdings represented 66.37 percent of all shares and voting rights.

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As at December 31, 2025, the members of Etteplan Oyj’s Board of Directors held shares in Etteplan Oyj either directly or through companies under their control as follows:

The members of Etteplan’s Management Group and their related parties held a total of 141,085 shares, corresponding to 0.56 percent of all shares and voting rights. As at December 31, 2025, the President and CEO and the members of the Management Group held shares in Etteplan Oyj either directly or through companies under their control as follows:

EVENTS AFTER THE REVIEW PERIOD

After the end of the financial year, Etteplan initiated change negotiations on February 10, 2026, within its Software and Embedded Solutions service area in Finland. The change negotiations concerned all employees in the service area in Finland, totaling 336 employees. The change negotiations were concluded on March 13, 2026. As a result of the negotiations, the company has decided to terminate the employment of up to 28 employees, with the terminations intended to be implemented by March 31, 2026. In addition, the company will temporarily or indefinitely lay off 35 employees until further notice. The aim of the change negotiations was to

adjust the operations of the service area to the challenging market situation and weakened demand, as well as to align the service area’s competence base with structural changes in the industry.

OPERATING RISKS AND UNCERTAINTY FACTORS

Etteplan’s financial results are exposed to a number of strategic, operational, and financial risks. General economic uncertainty continues to cause risks to Etteplan’s business. The unexpected changes in customers’ business operations and cost savings are a significant risk to Etteplan’s operations. The company’s operations and competitiveness are based on skilled staff. The recruitment and commitment of competent professionals are important factors for ensuring profitable growth and operations. The availability of personnel, particularly in certain expert disciplines, continues to present a business risk.

Increased geopolitical and trade policy tensions make the future more difficult to predict and increase market uncertainty, which has an impact on our customers’ operations and supply chains and, consequently, Etteplan’s demand.

Changes in legislation may have an impact on Etteplan.

Etteplan assesses business risks annually, and more frequently if necessary, and actively monitors their development during the year. The focus of the assessment is particularly on monitoring changes in already identified risks, identifying new business risks and developing proactive risk management. The results of the assessment are discussed in more detail in Etteplan’s Corporate Governance Statement 2025.

MARKET OUTLOOK 2026

The most important factor affecting Etteplan’s business is the global development of the machinery and metal industry. Market uncertainty remains at a high level due to geopolitical and trade policy tensions. Due to the uncertainty and the resulting weak consumer demand, our customers are saving costs and decision-making on new investments remains slow. Projects are still being suspended and postponed. This weakens our demand situation and makes it very difficult to predict the market situation. The defense industry and the energy industry remain the segments in which demand is developing favorably. In our other customer industries, investments are generally at a low level, and the demand situation remains challenging.

KEY INTANGIBLE ASSETS AND THEIR VALUE-ADDING CHARACTERISTICS

Etteplan’s business is strongly based on intangible assets that provide significant added value to our customers and support the company’s strategic goals. These assets include expertise, technologies and innovations, as well as strong customer relationship management.

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Expertise and Personnel: Etteplan’s success is based on highly educated and experienced personnel who bring deep technical knowledge and expertise. The company invests in continuous development and training of its employees, ensuring they stay up-to-date with the latest technologies and methods.

Technologies and Innovations: Etteplan extensively utilizes the latest technologies and innovations in its service solutions. The company continuously develops new technology-based services that improve customers’ business processes and competitiveness. For example, the utilization of artificial intelligence and digitalization are key factors in Etteplan’s services.

Customer Relationships and Partnerships: Strong and long-term customer relationships are the foundation of Etteplan’s business. The company aims to deepen its partnerships with customers by understanding their business needs and providing tailored solutions that deliver tangible added value.

Etteplan’s business is based on the effective utilization of these intangible assets, enabling the company to grow and maintain its competitiveness in a rapidly changing market environment.

FINANCIAL GUIDANCE 2026

Etteplan issues guidance for revenue and operating profit (EBIT) as a numerical range and issues the following estimate:

Revenue in 2026 is estimated to be EUR 360-380 (2025: EUR 361.4) million, and

operating profit (EBIT) in 2026 is estimated to be EUR 19-25 (2025: 17.9) million.

THE BOARD’S PROPOSAL FOR THE DISTRIBUTION OF PROFITS

The parent company’s distributable shareholders’ equity according to the balance sheet on December 31, 2025, is EUR 93,968,312.46. The Board of Directors will propose to the Annual General Meeting, which will convene on April 9, 2026, that on the dividend payout date a dividend of EUR 0.22 per share be paid on the company’s externally owned shares, for a total amount of EUR 5,577,174.46 at most, and that the remaining profit be transferred to retained earnings.

ANNUAL GENERAL MEETING

Etteplan Oyj’s Annual General Meeting will be held on Thursday, April 9, 2026. The summons to the AGM is published as a separate release.

CORPORATE GOVERNANCE STATEMENT

Etteplan publishes the Corporate Governance Statement for 2025 separately from the Board of Directors’ review. The statement is available on the Company’s website www.etteplan.com .

NON-IFRS KEY FIGURES

Etteplan presents non-IFRS key figures to supplement its consolidated financial statements which are prepared in accordance with IFRS. These key figures are designed to measure growth and provide insight into the company’s underlying operational performance. This section describes the most important non-IFRS key figures used by the Group. Formulas for key figures (IFRS and Non-IFRS) are presented at the end of Board of Directors’ Review.

Operating profit (EBITA) and EBITA, %

Operating profit (EBITA) is presented, because it reflects the Group’s operational performance better than Operating profit (EBIT). Operating profit (EBITA) does not include amortization related to intangible assets acquired in business combinations. EBITA, % presents Operating profit (EBITA) as a percentage share of revenue.

Reconciliation of Operating profit (EBITA) and Profit before taxes

Organic/In-organic growth and growth in comparable currencies

Organic (revenue) growth is presented in addition to total revenue growth, because it improves the comparability of revenue growth between periods by presenting the revenue growth without the effects of the last 12 months’ acquisitions. Organic growth is calculated by comparing revenue between comparison periods excluding revenue from acquisitions that have taken place in the past 12 months. The revenue growth created by the last 12 months’ acquisitions is presented as in-organic growth. Revenue growth in comparable currencies is presented, because it improves the comparability of revenue growth between periods by presenting the revenue growth with comparable exchange rates. For the calculation of growth in comparable currencies, revenue for the current period is calculated by using the comparable period’s exchange rates. The figure is presented for Group revenue and organic growth.

The share of revenue represented by Managed Services

Etteplan measures the share of revenue represented by Managed Services (MSI Index). Managed Services are service solutions, such as projects and continuous services, where the customer pays for results instead of resources. The share of revenue represented by Managed Services is presented, because it describes Etteplan’s strategy implementation and explains, in part, the changes in profitability.

Etteplan Oyj

Board of Directors

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Gross investments	=	Total investments made to non-current assets including acquisitions and capitalized development costs
Net gearing, %	=	(Interest-bearing liabilities - Cash and cash equivalents)	x 100
		Equity, total
Equity per share	=	Equity, total	x 100
		Adjusted number of shares at the end of the year
Market capitalization	=	Number of outstanding shares at the end of the year x last traded share price of the year
Dividend per share	=	Dividend for the financial year
		Adjusted number of shares during the financial year
Dividend as percentage of earnings	=	Dividend per share	x 100
		Earnings per share
Effective dividend yield, %	=	Dividend per share	x 100
		Adjusted last traded share price
Price/earnings ratio (P/E)	=	Adjusted last traded share price
		Earnings per share
Share price trend	=
		For each financial year, the adjusted low and high actual traded prices are given as well as the average price for the financial year adjusted for share issues.
		Average price = Total turnover of shares in euros
		Number of shares traded during the financial year
	Trend in share turnover, in volume and percentage figures	=
		The trend in turnover of shares is given as the number of shares traded during the financial year and as the percentage of traded shares relative to issued stock during the year.

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Sustainability Statements

TOC name: E-AR25-sus-main

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1. General information

Impact, risk, and opportunity management ................................. 26

IRO-1 – Identifying and assessing material impacts, risks and opportunities ................................................................................................. 26

IRO-2 – ESRS disclosure requirements covered in our Sustainability Statements ................................................................................... 27

Sislun nimi: E-AR25-sus-välisislut

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General information

ESRS 2 General disclosures

Basis for preparation

BP-1 – Basis for sustainability reporting

HOW WE PREPARE OUR SUSTAINABILITY STATEMENTS (BP-1_01-06)

Etteplan’s Sustainability Statements for 2025 has been prepared on a consolidated basis, in accordance with the European Sustainability Reporting Standards (ESRS) issued by the European Financial Reporting Advisory Group (EFRAG).

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The reporting period covers January 1, 2025 to December 31, 2025, consistent with our financial reporting. The statement addresses material impacts, risks, and opportunities across the entire value chain, including upstream suppliers and downstream customers, as well as societal stakeholders. Relevant metrics and targets have been identified to support these disclosures.

Methodologies and assumptions

When using estimates and assumptions, we rely on the best available data and methods to ensure reliability. We complement gaps in value chain data with estimates and continuously improve data collection and reporting processes to enhance completeness, accuracy, and ESRS compliance. Any methodological changes compared to previous reporting periods are disclosed for each metric to maintain comparability.

Currently, our carbon footprint calculation does not fully cover all operations due to data limitations. This omission is disclosed in line with ESRS 2 BP 1_01(d). We are actively expanding the scope of GHG emissions calculations to achieve full operational coverage in future reporting periods.

Value chain coverage

Our Sustainability Statements covers Etteplan’s entire value chain, including: