Business review / Governance / Financial review / Sustainability Statement

This report is translated, non-official version

of Oriola Corporation’s Financial review 2025

presented in the ESEF-format.

Financial review

Report of the Board of Directors 35

Sustainability Statement 45

Share-related key figures 106

Financial indicators and

performance measures

108

Financial Statements 112

Dividend proposal 159

Auditor’s report 160

Sustainability assurance report 164

Auditor's assurance report on

ESEF Financial Statements 166

33Oriola Annual Report 2025

Report of the Board of Directors .......... 35

Shares and shareholders ........................................... 42

Risk review ...................................................................... 43

Profit distribution proposal ......................................44

Outlook for 2026 ..........................................................44

Sustainability Statement ........................................... 45

Information on shares ..................................106

Share-related key figures .......................................106

Financial indicators and

performance measures ................................108

Financial indicators 2021–2025 .............................108

Alternative performance measures ....................110

Financial statements 2025 ........................112

Consolidated statement of

comprehensive income (IFRS) ...............................113

Consolidated statement of

financial position (IFRS) ...........................................114

Consolidated statement of cash flows (IFRS) .. 115

Consolidated statement of

changes in equity (IFRS) ..........................................116

Notes to the consolidated financial

statements .................................................................... 117

1. Basic information on the company ................ 117

2. Basis of presentation ............................................ 117

3. Use of estimates and judgement ................... 118

4. Operating result .................................................... 118

4.1. Segment reporting .....................................118

4.2. Net sales and other

operating income ........................................120

4.3. Operating expenses ..................................121

4.4. Employee benefits .....................................122

5. Working capital .....................................................125

5.1. Trade and other receivables ...................125

5.2. Inventories ..................................................... 126

5.3. Trade payables and other liabilities ..... 126

5.4. Provisions .......................................................126

6. Tangible and intangible assets and

other non-current assets.........................................127

6.1. Property, plant and equipment ............127

6.2. Goodwill and other intangible assets .. 128

6.3. Other non-current assets .........................130

7. Leases ........................................................................ 131

7.1. Leases in the statement of

financial position .........................................132

7.2. Leases in the statement of

comprehensive income .............................132

8. Capital structure ...................................................133

8.1. Financial income and expenses ............133

8.2. Financial assets and liabilities ................133

8.3. Financial risk management ..................... 137

8.4. Equity, shares and authorisations ..........140

8.5. Earnings per share, dividend

and other equity distribution ................143

9. Income taxes ......................................................... 144

9.1. Taxes recognised in the comprehensive

income for the period ............................... 144

9.2. Deferred tax assets and liabilities ........ 144

10. Group structure ..................................................146

10.1. Subsidiaries ...................................................146

10.2. Related party transactions ...................... 147

10.3. Acquisitions and divestments .................148

10.4. Investments in joint ventures .................149

11. Unrecognised items ..........................................151

11.1. Commitments and

contingent liabilities .................................. 151

11.2. Future lease payments ............................151

11.3. Litigation ....................................................... 151

11.4. Events after the balance sheet date .....151

12. Other notes ...........................................................151

12.1. Application of new and amended IFRS

standards and IFRIC interpretations .... 151

Parent company financial statements ...............152

Parent company income statement (FAS) ...152

Parent company balance sheet (FAS) ............ 152

Parent company cash flow statement (FAS) ... 153

Notes to the parent company financial

statements (FAS) ...................................................154

The Board of Directors’ proposal

for the profit distribution

and Auditor’s Note ........................................ 159

Auditor’s report .................................................160

Assurance report on the

Sustainability Report .......................................164

Independent auditor's report on

the ESEF financial statements

of Oriola Corporation .......................................169

Basis for preparation

The accounting principles are presented in

the relevant parts of the notes to the financial

statements in order to make the report more

user-friendly. The basis for preparation part of

the note is highlighted.

Use of estimates and judgement

If the accounting area presented in the note

involves estimates and judgement, those

estimates and judgements are described

separately in the relevant note. The description

of the use of estimate and judgement in the

note is highlighted.

Table of contents

Business review / Governance / Financial review / Sustainability Statement 35Oriola Annual Report 2025

Report of the Board of Directors

Oriola offers advanced distribution, expert and advisory services

for pharmaceutical companies and a wide range of health and

wellbeing products for pharmacies, veterinarians, other healthcare

operators and retail operators in the Finnish and Swedish markets.

Additionally, Oriola offers dose dispensing services for pharmacies

and healthcare operators.

Reporting segments

Oriola’s reporting segments are Distribution and Wholesale.

Distribution

Oriola manages a high-quality, GDP compliant supply chain for

safe and reliable deliveries of pharmaceuticals and health products

in the Nordics. Specialised distribution services cover quality

control, warehousing and logistics, including advanced cold chain

and vaccine distribution. In Finland, Oriola provides automated

dose dispensing services that ensure patient safety and treatment

accuracy. Dose dispensing services in Sweden were sold in April

2025.

Wholesale

Oriola offers a broad range of traded goods, over-the-counter

(OTC) products, special licensed medicines and parallel imports,

supported by reliable logistics and local market expertise. Through

advisory services, Oriola helps pharmaceutical companies succeed

across the product lifecycle - from clinical trials and regulatory

compliance to market access, tenders, and medical information.

Business review

Operating environment

Oriola has identified solid long-term drivers supporting market

growth such as ageing population, wellbeing and healthcare,

online pharmaceuticals and growth of speciality products.

Operating environment remained stable during the year. The

pharmaceutical distribution market grew in value, while the volume

was flat in both countries. The consumer confidence remained

weak throughout the year both in Finland and Sweden.

Market environment - Pharmaceuticals

The pharmaceutical distribution markets in Finland and

Sweden are valued at around EUR 9 billion and have

historically been relatively stable also during uncertain economic

times. In the past three years, the average annual growth rate

has been about 6% in value terms.

In Sweden, the value of the pharmaceutical distribution market at

wholesale prices, measured in Swedish krona, grew by 6.3% (7.0%)

in 2025 (source: IQVIA). In Finland, the market value grew by 1.3%

(5.0%) (source: LTK).

According to Oriola’s estimate, Oriola’s share of the pharmaceutical

wholesale market in Sweden was approximately 42% (43%) and in

Finland approximately 46% (45%) in 2025.

In the dose dispensing business, Oriola offers pharmaceuticals

and dose dispensing for private and public healthcare sector

operators. The total market size for dose dispensing in Finland is

approximately 120,000 (116,000) patients of which Oriola serves

approximately 40,000 (36,000).

Market environment - Health products

The consumer health markets in Finland and Sweden are valued

at around EUR 1.6 billion. The historical market growth has been

3.4% (2019-2025 CAGR %) while growth is expected to be 3-5% for

2026-2028. In Sweden, OTC (over-the-counter) products in general

are expected to witness positive value growth over the forecast

period. Vitamins, dietary supplements and sports nutrition will

benefit from the overarching health and wellness trend supporting

positive volume and constant value growth over the forecast

period. In Finland, consumer interest is rising notably in areas

such as digestive health and stress relief/relaxation. The market is

anticipated to become increasingly polarised, featuring a price-

sensitive consumer segment focused on value products, alongside

Key numbers

Invoicing between segments EUR -0,3 million

Group administration and others

EUR -7.9 million

Net sales by country, %

Finland Sweden Other countries

Distribution Wholesale

307

20 24

80 76

Net sales

by segment

, %

Adjusted EBITDA by

segment

, %

Business review / Governance / Financial review / Sustainability Statement 36Oriola Annual Report 2025

another segment seeking premium quality ingredients, ease of use,

and innovation. Some products in the middle ground may migrate

towards these two extremes.

E-commerce is a well-established and growing sales channel for

consumer health products in Sweden, while in Finland it is still

in the early stages of expansion. (Sources: Euromonitor, Oriola

management reporting)

The consumer confidence indicator in Finland remained weak

and below long-term average. In Sweden, the indicator remained

largely unchanged and points to a weaker-than-normal sentiment.

(Sources: Statistics Finland, Konjunkturinstitutet)

The Group’s financial performance

Invoicing and net sales

Invoicing increased by 11.4% (increased 5.1%) to EUR 4,201.2

(3,771.8) million. Net sales increased by 13.5% (increased 12.4%) to

EUR 1,906.2 (1,679.7) million. Invoicing and nets sales growth was

driven by both the Distribution and Wholesale segments.

Profitability

Adjusted EBITDA increased by 4.8% (increased 9.6%) to EUR 35.1

(33.4) million. Adjusting items totalled EUR -14.8 (-6.2) million and

included EUR -9.6 million ERP investment related implementation

costs in Group administration, EUR -1.6 million costs related to the

feasibility study of logistics operations in the Distribution segment

in Finland and EUR -3.0 million loss from sale of dose dispensing

business in Sweden. EBITDA was EUR 20.3 (27.2) million.

In 2025, Oriola recognised a loss of EUR 22.8 (loss of 24.8) million

fromSwedish Pharmacy Holding AB in the consolidated statement

of comprehensive income. The loss included Oriola’s share of the

impairment of goodwill in Kronans Apotek amounting to EUR 15.8

(16.3) million. The impairments were related to the integration of

Kronans Apotek and their transition to one common ERP system,

which required more time than anticipated. The integration and

ERP-project were completed in 2025.

Net financial expenses decreased to EUR 6.6 (7.3) million mainly

due to lower interest rates and debt level. The result for the

financial year was EUR -27.2 (-20.1) million. Income taxes were EUR

-0.3 (-1.5) million, which corresponds to an effective tax rate of

-1.3% (-8.1%). Earnings per share were EUR -0.15 (-0.11).

For more information on the Group’s financial performance, please

see the section Financial indicators 2021-2025.

Distribution segment

The Distribution segment consists of pharmaceutical logistics and

dose dispensing services in Finland and Sweden. Dose dispensing

services in Sweden have been included until the completion of the

sale on 1 April 2025.

Key figures

EUR million 2025 2024 Change %

Net sales 1,531.8 1,364.7 12.2

Adjusted EBITDA 32.6 27.6 18.1

Adjusted EBITDA % 2.1 2.0

EBITDA 28.3 29.1 -2.6

Net sales grew by 12.2% to EUR 1,531.8 (1,364.7) million. Growth

was primarily driven by the Swedish distribution business, with

positive development also in the Finnish distribution and dose

dispensing businesses.

Adjusted EBITDA increased to EUR 32.6 (27.6) million, supported by

net sales growth. Due to high volumes, additional

warehouse capacity and personnel was added, which led to

higher operating expenses. Adjusting items totalled EUR -4.3 (1.4)

million and included EUR -1.6 million costs related to the

feasibility study of logistics operations in Finland and EUR

-2.8 million loss from the sale of dose dispensing business in

Sweden. In 2024 adjusting items related to the compensation

from a court appeal of a tender process in the dose dispensing

business. EBITDA was EUR 28.3 (29.1) million.

Wholesale segment

The Wholesale segment consists of wholesale of traded goods

and over-the-counter (OTC) products, parallel import and special

licensed medicines, as well as advisory services in Finland and

Sweden.

3,588 3,7723,507 3,568

4,201

2021 2022 2023 2024 2025

4,500

4,000

3,500

3,000

2,500

2,000

1,500

1,000

500

Invoicing

EUR million

2021 2022 2023 2024 2025

Adjusted EBITDA

EUR million

Business review / Governance / Financial review / Sustainability Statement 37Oriola Annual Report 2025

Key figures

EUR million 2025 2024 Change %

Net sales 374.8 315.6 18.7

Adjusted EBITDA 10.3 12.5 -17.1

Adjusted EBITDA % 2.8 3.9

EBITDA 10.0 11.5 -12.6

Net sales grew by 18.7% to EUR 374.8 (315.6) million. Growth was

mainly driven by the Swedish wholesale business with strong

development in parallel import of mainly weightloss medicines

throughout the year. In Finland, sales to veterinarians were strong

and growth in special-licensed medicines was supported by medi-

cine shortages.

Adjusted EBITDA decreased to EUR 10.3 (12.5) million. Lower

profitability was related to higher operating expenses related to

increased personnel costs and expanded marketing activities, and

an unfavourable product mix mainly related to high volumes in

parallel import. Adjusting items totalled EUR -0.3 (-1.0) million and

included EUR -0.3 million integration and restructuring costs in

advisory services. In 2024 adjusting items related to a service level

agreement settlement. EBITDA was EUR 10.0 (11.5) million.

Balance sheet, cash flow and financing

Oriola’s total assets at the end of December 2025 were EUR 946.1

(875.6) million. Equity attributable to the equity holders was EUR

100.8 (133.4) million. The result for the financial year was EUR

-27.2 (-20.1) million, of which the joint venture Kronans Apotek’s

share was EUR -22.8 (-24.8) million. The loss from the joint venture

includes Oriola’s share of goodwill impairment amounting to

EUR 15.8 (16.3) million. The effect of the payment of dividends in

the equity was EUR -12.7 million. In the first quarter of 2025, the

fair value of Doktor.se was changed by EUR 2.9 million based on

realised share transactions. Oriola’s ownership of shares in

Doktor.se has not changed during the financial year.

Cash and cash equivalents totalled EUR 152.2 (113.5) million.

Netcash flow from operating activities in 2025 was EUR 60.0

(38.7) million, of which changes in working capital accounted for

EUR40.6(21.4) million. Increase in trade payables has impacted

working capital positively. Free cash flow was EUR 58.4 (43.4)

million. Netcashflow from investing activities was EUR 0.4 (-2.8)

million. Netcash flow from financing activities was EUR -21.7 (-60.7)

million. In 2025, loans from financial institutions were repaid by EUR

1.0 million and liabilities related to commercial paper issues were

reduced by EUR 4.9 million. The effect of the payment of dividends

on the net cash flow from financing was EUR -12.7 (-12.7) million.

At the end of December 2025, interest-bearing debt was EUR 70.1

(76.1) million. The non-current interest-bearing liabilities amounted

to EUR 38.3 (39.7) million and current interest-bearing liabilities

amounted to EUR 31.7 (36.4) million. Non-current interest-bearing

liabilities consist of loans from financial institutions totalling EUR

30.0 (30.0) million and non-current lease liabilities totalling EUR8.3

(9.7) million. Current interest-bearing liabilities mainly consist

of commercial paper issues of EUR 19.9 (24.8) million, advance

payments from Finnish pharmacies totalling EUR 8.3 (7.9)million,

loans from financial institutions totalling EUR - (1.0)million and

current lease liabilities totalling EUR 3.5 (2.7) million. Interest-

bearing net debt was EUR -82.1 (-37.4) million andgearing -81.4%

(-28.0%).

The non-recourse trade receivables sales programmes are in use in

Sweden. At the end of December 2025, a total of EUR 121.9 (94.1)

million in trade receivables had been sold. The average interest

rate on the interest-bearing liabilities excluding lease liabilities

was 2.84% (3.01%). Interest rate risk relating to the cash flow from

selling of trade receivables has been partly hedged with interest

rate swaps.

In June 2025, Oriola signed a new three-year unsecured EUR 70

million committed revolving credit facility agreement with two

one-year extension options subject to lenders’ approval. The new

revolving credit facility replaced the previous revolving credit facili-

ty of the same amount. The revolving credit facility matures in June

2028. The margin of the revolving credit facility is linked toOriola’s

financial covenants. The committed long-term revolving credit

facility of EUR 70.0 million and short-term credit limits totalling

EUR40.0million were unused at the end of December 2025.

At the end of December 2025, Oriola’s equity ratio was 10.8%

(15.4%). Return on capital employed was 1.3% (5.4%) and returnon

equity -23.3% (-13.2%).

For more information on the Group’s balance sheet and cash

flow and related key figures, see the section Financial indicators

2021–2025.

Investments and depreciation

Investments in total in 2025 were EUR 12.7 (8.7) million, of which

EUR 9.6 (5.9) were related to the ERP investment and recognised

as expense (adjusting item) in the income statement. Gross

investments excluding right-of-use assets, which were capitalised

on balance sheet totalled EUR 3.2 (2.9) million andconsisted

mainly of investments in warehouse management systems and

equipment.

Depreciation, amortisation and impairment amounted to EUR

17.7 (13.6) million. An impairment in total of EUR 5.7 million was

recognised in dose dispensing Sweden on goodwill and on other

Net cash flow from operating activities

EUR million

-10

-20

-30

-40

-50

Q1 Q2 Q3 Q4

2024

Q1 Q2 Q3 Q4

2025

-8

-10

- 5

- 11

Business review / Governance / Financial review / Sustainability Statement 38Oriola Annual Report 2025

non-current assets. In 2024, an impairment of EUR 1.9 million was

recognised related to ERP investment previously capitalised on

unfinished intangible assets.

Joint venture Swedish Pharmacy Holding AB

(Kronans Apotek)

Oriola has 50% shareholding in Swedish Pharmacy Holding AB,

which controls pharmacy chain Kronans Apotek in Sweden. Oriola

reports its share of the net result in the Swedish Pharmacy Holding

AB below EBIT in the consolidated statement of comprehensive

income.

Key figures

EUR million 2025 2024 Change %

Net sales 1,223.1 1,151.1 6.3

EBITA -4.4 -5.9 26.1

EBIT -45.0 -47.3 4.8

Adjusted EBIT -7.4 -8.0 7.5

Adjusted EBIT % -0.6 -0.7

Loss for the period -45.7 -49.7 8.1

Net interest-bearing debt 86.9 96.9 -10.3

Kronans Apotek, achieved transformation milestones in 2025,

completing its integration and harmonising key business systems.

Activities included pharmacy network adjustments and private

label initiatives. These efforts strengthened the organisation’s

governance and operational foundation, and improved scalability.

Throughout 2025, multiple commercial initiatives were started,

and the organisation defined its long-term commercial strategy.

In addition, actions were started to strengthen cross-functional

coordination, to increase flexibility and competitiveness, and

to optimise key processes and customer journeys. In the fourth

quarter, Kronans Apotek reported a market share of 20.7% and

total sales increased in local currency by 2.9% from the previous

year, driven by growth in both physical pharmacies and the

e-commerce channel.

In 2025, Swedish Pharmacy Holding AB reported net sales of

EUR1,223.1 (1,151.1) million. EBITA (Earnings before interest, taxes

and amortisation) was EUR -4.4 (-5.9) million. Adjusted EBIT was

EUR -7.4(-8.0)million. Adjusting items totalled EUR -37.4 (-39.3)

million including EUR -6.0 (-6.7) million one-off costs related to the

integration of the two companies and a goodwill impairment of

EUR -31.6 (-32.6) million. Adjusted EBIT was also impacted by other

one-off items related to prior periods, ERP-related disruption cost,

people related exit cost and legal and franchise-related items. The

impairments are related to the integration of Kronans Apotek and

transition to one common ERP system, which required more time

than anticipated. The integration and ERP project were completed

in 2025. Result for the period was EUR -45.7 (-49.7) million. At the

end of December 2025, netinterest-bearing debt was EUR 86.9

(96.9) million.

Kronans Apotek is an important strategic partner for Oriola, and

Oriola will actively support Kronans Apotek’s value creation as

a major shareholder. Oriola expects Kronans Apotek to reach

profitability level representing industry benchmark by 2027.

Changes in the Group structure

On 3 February 2025, the Group’s subsidiary Oriola Sweden AB

acquired 100% of the shares in MedInfo ApS in Denmark.

On 1 April 2025, Oriola completed the sale of Svensk dos AB to

Apotekstjänst Sverige AB.

Acquisitions and disposals

On 3 February 2025, the Group’s subsidiary Oriola Sweden

AB acquired 100% of the shares in MedInfo ApS in Denmark

to strengthen its Nordic footprint in medical information (MI)

and patient support programmes (PSP). MedInfo was Oriola’s

subcontractor covering the Danish and Norwegian markets with MI

and PSP services. MedInfo’s net sales in 2024 were EUR 0.9 million,

which mainly came from transactions with Oriola. The company

has nine employees in full-time equivalents (FTE).

Oriola announced on 13 October 2023 that it has signed an

agreement to sell all shares in Svensk dos AB to Apotekstjänst

Sverige AB. Svensk dos AB had been classified as held for sale

from October 2023 until the completion of the transaction. The

transaction was completed on 1 April 2025.

In dose dispensing business, Svensk dos AB offers pharmaceuticals

and dose dispensing for private and public healthcare sector

operators. In 2024, the net sales of dose dispensing Sweden were

EUR 21.7million and EBIT was EUR 1.5 million.

For more information about the acquisitions and disposals please

refer to note 10.3. Acquisitions and divestments in the Consolidated

FinancialStatements.

Personnel

Oriola’s primary key resource is competent, engaged and actively

participating employees. Active participation of employees in

developing a positive and inclusive operative environment enables

the company to serve as a role model for future work.

At the end of December 2025, the number of employees in full-

time equivalents (FTE) was 801 (816), of which 434 (409) worked

inFinland, 358 (407) in Sweden and 9 (-) in Denmark. The number

of personnel decreased 47 in FTE in Sweden due to the sale of

dose dispensing business. The increase in number of personnel in

commercial and supply chain units related to increased volume

and building capabilities. In addition, Oriola acquired MedInfo ApS

in Denmark in the first quarter of 2025. The average number of

employees (FTE) in 2025 was813 (812).

The total amount of wages, salaries and bonuses in 2025 was EUR

45.4 million (EUR 42.5 million in 2024 and EUR 39.8 million in 2023).

For more information about the employee benefits please

referto note 4.4. Employee benefits in the Consolidated

FinancialStatements.

Short-term Incentive Plan

The Short-term Incentive Plan (STI) is based on the achievement

of the company’s financial targets and personal targets. The

Board of Directors decides annually on the earnings criteria

and the determination of the STI based on the proposal of the

Compensation and Human Resources Committee.

Business review / Governance / Financial review / Sustainability Statement 39Oriola Annual Report 2025

Share-based incentive programmes

Oriola has a share-based long-term incentive plan for the

company’s key employees, including the President & CEO and the

Oriola Management Team.

The incentive plan comprises a Performance Share Plan (the “PSP”)

and a share-based bridge plan to cover the transition phase to the

new LTI structure (the “Bridge Plan”). In addition, the long-term

incentive scheme comprises a Restricted Share Plan (also “RSP”)

as a complementary long-term share-based retention plan for

individually selected key employees in specific situations.

The Performance Share Plan (equity settled)

The Performance Share Plan for the years 2022-2025 consists of

annually commencing individual performance share plans, each

of which is subject to separate decision of the Board of Directors.

Eachplan comprises a performance period followed by the

payment of the potential share rewards in listed shares of Oriola.

The length of the performance period of the first plan, PSP 2022,

is four calendar years. At the end of the financial year PSP 2022

has 8 participants. The performance measures based on which the

potential share rewards under PSP 2022 will be paid are earnings

per share (EPS) and an environment-related target (CO2). PSP 2022

comprises a performance period covering the calendar years 2022-

2025, and the share rewards potentially payable thereunder will

be paid during the first half of 2026. The payment of the rewards

is conditional on the achievement of the performance targets

which the Board of Directors has set for the plan and the individual

participant’s continued employment or service relationship with

Oriola. If all the performance targets for the PSP 2022 are fully

achieved, the aggregate maximum number of shares to be paid

based on this plan is approximately 2,254,000 shares (referring to

gross earning, from which the applicable payroll tax is withheld).

The second plan, PSP 2024, is for three calendar years 2024-2026. At

the end of the financial year PSP 2024 has 17 participants. The per-

formance measures for this plan are cumulative adjusted EBIT, earn-

ings per share (EPS) and ESG-target (Delivery accuracy of pharma).

Possible share rewards are payable during the first half of 2027. The

aggregate maximum number of shares payable as a reward based

on this plan is approximately 2,283,305 shares (referring to gross

earnings, from which the applicable payroll tax is withheld).

The third plan, PSP 2025, is for three calendar years 2025-2027.

At the end of the financial year PSP 2025 has 20 participants. The

performance measures for this plan are net profit, adjusted EBITDA,

Cash volatility, net working capital and ESG-target (Delivery accura-

cy). Possible share rewards are payable during the first half of 2028.

The aggregate maximum number of shares payable as a reward

based on this plan is approximately 2,523,527 shares (referring to

gross earnings, from which the applicable payroll tax is withheld).

The Bridge Plan

In 2024, a total of 11,714 B treasury shares owned by the company

were conveyed without consideration to the key employees who

participated in the Bridge Plan 2022-2023 in accordance with the

terms and conditions of the plan.

The Restricted Share Plan

The Restricted Share Plan for the years 2022-2025 consists of

annually commencing individual restricted share plans which

aresubject to a separate decision of the Board of Directors.

Eachplan comprises a restriction period with an overall length

of three years, extending to first half of the fourth year of the

individual plan. During the plan period, the company may grant

fixed share rewards to individually selected key employees.

Thegranted share rewards are paid to the selected participants in

one or several tranches latest by the end of the restriction period.

The share rewards are paid in listed shares. The first plan, RSP 2022,

commences effective as of the beginning of 2022. Theaggregate

maximum number of shares payable as a reward isapproximately

225,400 shares (referring to gross earning, from which the

applicable payroll tax is withheld).

For all programs, if the individual’s employment with

OriolaCorporation terminates before the payment of the reward,

the individual is, as a main rule, not entitled to any reward.

Thevalue of the reward payable to each individual participant

based on the plans is limited by a maximum cap linked to a

multiplier of the individual’s annual salary. Oriola applies a share

ownership requirement to the CEO and the members of Oriola

Management Team. They are expected to retain ownership at least

half of the shares received under the incentive plans until thevalue

of his/her ownership in the company, in the case of theCEO,

corresponds to at least his/her annual gross base salary, and in

thecase of the other the members of the Oriola Management Team,

to at least half of his/her annual gross base salary.

Governance

Separate Corporate Governance Statement 2025 and Remuneration

Report 2025 can be found in Annual Report 2025.

Annual General Meeting 2025

The Annual General Meeting (AGM) of Oriola, held on 2 April 2025,

adopted the financial statements and discharged the members

ofthe Board of Directors and the President and CEO from liability

for the financial year ending 31 December 2024. According

to thedecision of the Annual General Meeting, a dividend of

EUR0.07per share was paid on the basis of the balance sheet

adopted for the financial year ending 31 December 2024.

Auditor

Authorised Public Accountants KPMG Oy Ab, who has put forward

authorised public accountant Mr Kim Järvi as principal auditor, was

re-elected as the auditor of the company.

Authorised Sustainability Audit Firm KPMG Oy Ab, who has put

forward Mr Kim Järvi as principal authorised sustainability auditor,

was re-elected as the sustainability reporting assurance provider of

the company.

The fees of the auditor and the sustainability reporting assurance

provider shall be paid according to an invoice approved by the

company.

Business review / Governance / Financial review / Sustainability Statement 40Oriola Annual Report 2025

Board of Directors

The AGM confirmed that the Board of Directors is composed of

seven members. Ms Petra Axdorff, Ms Ann Carlsson Meyer, Ms Nina

Mähönen, Mr Yrjö Närhinen, Ms Ellinor Persdotter Nilsson, Mr Harri

Pärssinen and Mr Heikki Westerlund were re-elected to the Board of

Directors. Mr Heikki Westerlund was re-elected as Chairman of the

Board of Directors.

Board remuneration

The AGM confirmed that the fee for the term of office of the

Chairman of the Board of Directors is EUR 71,400, the fee for the

term of office of the Vice Chairman of the Board of Directors is EUR

40,800, the fee for the term of office of the Chairman of a Board

Committee, provided that the person is not the Chairman or Vice

Chairman of the Board of Directors, is EUR 40,800 and the fee for

the term of office of the other members of the Board of Directors

is EUR 34,200. Of the fees for term of office, 60 per cent is paid in

cash and 40 per cent is used to acquire Oriola Corporation’s shares

for the Board members on the Nasdaq Helsinki Stock Exchange.

The Chairman of the Board of Directors receives an attendance

fee of EUR 1,000 per meetings of the Board of Directors held in the

Chairman’s home country and EUR 2,000 for meetings of the Board

of Directors held elsewhere and the other members of the Board

of Directors receive attendance fees of EUR 500 per meeting for

meetings held in the home country of the respective member of

the Board of Directors and EUR 1,000 for meetings held elsewhere.

Attendance fees are correspondingly also paid to the Chairman

and members of company committees. Travel expenses are

compensated in accordance with the travel policy of the company.

Combination of Oriola’s share classes

The AGM approved the shareholder’s proposal to combine

the company’s A and B share classes without increasing the

share capital so that after the combination of the share classes,

the company has only one single share class. As a result of the

combination of the share classes, a total of 3,839,165 new shares

issued to holders of class A shares in a directed share issue without

payment were registered with the Finnish Trade Register on 4

April 2025. After the registration, the total number of shares in the

company is 185,325,378. The combination of share classes and the

related directed share issue without payment had no effect on the

share capital.

Authorisations

The Annual General Meeting authorised the Board to decide on

a share issue against payment in one or more issues, including

the right to issue new shares or to assign treasury shares held by

the company. The authorisation covers a combined maximum of

18,000,000 shares of the one single share class of the company and

includes the right to derogate from the shareholders’ pre-emptive

subscription right. The authorisation is in force for eighteen (18)

months following the decision of the Annual General Meeting.

The Board was also authorised to decide on a share issue against

payment of shares in one or more issues including the right to issue

new class shares or assign treasury shares held by the company.

The authorisation covers a combined maximum of 18,000,000

shares of the one single share class of the company including the

right to derogate from the shareholders’ preemptive subscription

right. The authorisation is in force for a maximum of eighteen (18)

months following the decision of the Annual General Meeting.

The Annual General Meeting authorised the Board to decide on

a share issue of class B shares without payment to the company

and on a directed share issue of shares in order to execute the

share-based incentive plan for Oriola Group’s executives and the

share savings plan for Oriola Group’s key personnel. The maximum

number of new shares to be issued under this authorisation is

250,000, which represents of 0.14% of all shares in the company.

The authorisation is in force for eighteen (18) months from the

decision of the Annual General Meeting.

The Annual General Meeting authorised the Board to decide on

repurchasing up to 18,000,000 of the company’s own shares. Shares

may be repurchased also in a proportion other than in which shares

are owned by the shareholders. The authorisation is in force for a

maximum of eighteen (18) months following the decision of the

Annual General Meeting.

All decisions of the Annual General Meeting 2025 are available on

the company’s website www.oriola.com.

Shareholder’s Nomination Board

The Shareholders’ Nomination Board consists of five members

appointed by the shareholders. In addition, the Chairman

of the Board of Directors acts as an expert member of

the Nomination Board.

The largest shareholders of Oriola Corporation elected on

3 June 2025 the following persons as members of

the Nomination Board:

- Annika Ekman

- Peter Immonen

- Jari Paloniemi

- Pekka Pajamo

- Jukka Ylppö

Pekka Pajamo was elected Chairman of the Nomination Board.

Heikki Westerlund, Chairman of the Board of Directors of Oriola,

serves as an expert member of the Nomination Board.

CEO and Oriola Management Team

At the end of the year 2025, the Oriola Management Team

consisted of nine members, including the President and CEO, to

whom the other Oriola Management Team members report.

On 1 January 2025 Katja Lundell, M. Sc. (Economics) was appointed

Executive Vice President, Advisory Services and a member of Oriola

Management Team.

On 1 January 2025 Satu Nylén , M. Sc. (Economics) was appointed

Executive Vice President, Services and Products and a member of

Oriola Management Team.

On 3 February 2025 Tuomas Tiilikainen, M. Sc. (Engineering) was

Business review / Governance / Financial review / Sustainability Statement 41Oriola Annual Report 2025

appointed Chief Supply Chain Officer and a member of Oriola

Management Team.

On 1 April 2025 Stig Tornell, Sc. (Business Administration and

Economics) was appointed Executive Vice President, Sales and a

member of the Oriola Management Team.

Oriola announced on 2 June 2025 that Niklas Lindholm, Chief

People Officer and a member of Oriola Management Team, has

resigned. Niklas left the company at the end of September 2025.

On 1 November 2025 Maria Lundell, FM was appointed Chief

People Officer and a member of Oriola Management Team.

The following persons were members of Oriola Management Team

on 31 December 2025:

- Katarina Gabrielson, President and CEO

- Mats Danielsson, Chief Financial Officer

- Katja Lundell, Executive Vice President, Advisory Services

- Maria Lundell, Chief People Officer

- Mikael Nurmi, Chief Digital Officer

- Satu Nylén, Executive Vice President, Services and Products

- Petter Sandström, General Counsel

- Tuomas Tiilikainen, Chief Supply Chain Officer

- Stig Tornell, Executive Vice President, Sales

Oriola Corporation shares

Combination of Oriola’s share classes

The combination of Oriola Corporation’s A and B shares was

decided by the Annual General Meeting on 2 April 2025. As a result

of the combination of the share classes, a total of 3,839,165 new

shares issued to holders of class A shares in a directed share issue

without payment were registered with the Finnish Trade Register

on 4 April 2025. After the registration, the total number of shares in

the company is 185,325,378. The combination of share classes and

the related directed share issue without payment had no effect on

the share capital.

Oriola has a single class of shares (ORIOLA) and each share carries

one (1) vote at the general meeting.

Share trading

Oriola Corporation’s market capitalisation on 31 December 2025

was EUR 213.1 (162.0) million.

The price of Oriola share at the end of December 2025 was EUR

1.15 (EUR 0.90 class A share and EUR 0.89 class B share). During the

reporting period the highest price was EUR 1.23 and the lowest

price EUR 0.89.

In 2025, the traded volume of Oriola Corporation shares, excluding

treasury shares, was 23.4 million (3.4 million class A shares and

33.1 million class B shares). This corresponded to 12.7% of the total

number of shares. The trading value during the reporting period

was EUR 25.1 million (EUR 3.5 million class A shares and EUR 33.0

million class B shares).

At the end of 2025, the company had a total of 185,325,378

(181,486,213) shares. The company held a total of 80,258 (75,712)

treasury shares. The treasury shares held by the company account

for 0.04% (0.04%) of the company’s shares and 0.04% (0.11%) of the

votes.

Management’s holding

On 31 December 2025, the members of the Board of Directors, the

CEO and the members of the Oriola Management Team, including

their controlled corporations, owned a total of 656,967 shares

corresponding to 0.35% of the total number of shares and of the

votes.

Flagging notifications

On 4 April 2025, Maa- ja vesitekniikan tuki ry’s ownership of Oriola

Corporations votes decreased below 5%.

On 7 April 2025, Varma Mutual Pension Insurance Company’s own-

ership of Oriola Corporations votes decreased below 5%.

On 7 April 2025, Ilmarinen Mutual Pension Insurance Company’s

ownership of Oriola Corporation’s votes decreased below 5%.

Business review / Governance / Financial review / Sustainability Statement 42Oriola Annual Report 2025

Shares and shareholders

Shareholders by type of owner, 31 December 2025

Shareholders % of shareholders % of shares

Individuals 32,875 96.4 45.0

Corporations and partnerships 823 2.4 29.6

Banks and insurance companies 34 0.1 5.7

Public entities 22 0.1 9.1

Non-profit institutions 185 0.5 3.6

Foreign shareholders 173 0.5 0.3

Total 34,112 100.0 93.3

Nominee registrations 6.7

Shareholders by number of shares held, 31 December 2025

Number of shares Shareholders % of shareholders

1–100 5,770 16.9

101–1,000 16,386 48.0

1,001–10,000 10,471 30.7

10,001–100,000 1,367 4.0

over 100,001 118 0.3

Total 34,112 100.0

Of which nominee registered 9

Number of shares Shares % of shares

1-100 257,664 0.1

101-1,000 7,198,131 3.9

1,001-10,000 32,433,467 17.5

10,001-100,000 33,948,226 18.3

over 100,001 111,487,890 60.2

Total 185,325,378 100.0

Of which nominee registered 12,413,714 6.7

Total number of shares 185,325,378 100.0

Largest shareholders, 31 December 2025

By number of shares held Total shares % of total shares

1. Mariatorp Oy 27,700,000 14.95

2. Wipunen Varainhallinta Oy 9,200,000 4.96

3. Keskinäinen Työeläkevakuutusyhtiö Varma 7,902,214 4.26

4. Keskinäinen Eläkevakuutusyhtiö Ilmarinen 6,153,033 3.32

5. Maa- ja Vesitekniikan Tuki ry. 4,312,883 2.33

6. Vakuutusosakeyhtiö Henki-Fennia 3,958,101 2.14

7. Greenzap Oy 3,227,660 1.74

8. Kansaneläkelaitos, KELA 1,991,481 1.07

9. Ylppö Jukka 1,890,450 1.02

10. Herlin Olli 1,800,000 0.97

11. Sijoitusrahasto Seligson & Co Phoebus 1,615,571 0.87

12. Proprius Partners Micro Finland 1,500,000 0.81

13. Ehnrooth Helene 1,304,333 0.70

14. Medical Investment Trust Oy 1,046,468 0.56

15. Drumbo Oy 1,000, 000 0.54

16. Paloniemi Jari 1,000,000 0.54

17. Ylppö Into 983,258 0.53

18. Laakkonen Mikko 899,422 0.49

19. Jocer Oy Ab 874,334 0.47

20. Sto-Rahoitus Oy 800,000 0.43

Total 79,159,208 42.71

Nominee registered 12,413,714 6.70

Oriola Corporation 80,258 0.04

Other 93,672,198 50.54

All shareholders total 185,325,378 100.00

Business review / Governance / Financial review / Sustainability Statement 106Oriola Annual Report 2025

   2025 2024 2023 2022 2021

Earnings per share EUR -0.15 -0.11 -0.11 -0.01 0.06

Earnings per share, continuing operations EUR -0.15 -0.11 -0.11 0.03 0.05

Equity per share EUR 0.54 0.74 0.94 1.24 1.20

Total dividends EUR million 5.6* 12.7 12.7 10.9 7.3

Dividend per share EUR 0.03* 0.07 0.07 0.06 0.04

Payout ratio % -20.3* -63.2 -61.4 -453.7 63.9

Dividend yield A % - 7.80 6.25 3.25 2.02

Dividend yield B % 2.61* 7.87 6.43 3.45 2.00

P/E ratio, continuing operations A - -8.11 -9.82 70.34 41.67

P/E ratio, continuing operations B -7.78 -8.04 -9.54 66.33 42.09

Share price on 31 Dec A EUR - 0.90 1.12 1.85 1.99

Share price on 31 Dec B EUR 1.15 0.89 1.09 1.74 2.01

Average share price A EUR - 1.04 1.38 1.96 2.04

Average share price B EUR 1.08 0.98 1.27 1.93 1.94

Lowest share price A EUR - 0.89 1.02 1.75 1.78

Lowest share price B EUR 0.89 0.85 0.89 1.70 1.73

Highest share price A EUR - 1.23 1.93 2.30 2.37

Highest share price B EUR 1.23 1.17 1.82 2.31 2.20

Market capitalisation EUR million 213.1 162.0 199.2 321.4 362.8

Trading volume

A shares pc - 3,447,305 3,140,653 6,636,366 8,115,284

% of average number of A shares % - 6.4 5.8 12.3 15.1

B shares pc 23,436,972 33,120,201 57,073,164 29,890,534 50,733,906

% of average number of B shares % 13.8 25.9 44.7 23.4 39.7

% of average number of all shares % 12.7 20.1 33.2 20.1 32.4

Number of shares 31 Dec A pcs - 53,748,313 53,748,313 53,748,313 53,748,313

Number of shares 31 Dec B pcs 185,325,378 127,737,900 127,737,900 127,737,900 127,737,900

Total number of shares 31 Dec pcs 185,325,378 181,486,213 181,486,213 181,486,213 181,486,213

Total number of A shares, annual average pcs 14,283,798 53,748,313 53,748,313 53,748,313 53,748,313

Total number of B shares, annual average pcs 170,021,309 127,737,900 127,737,900 127,737,900 127,737,900

Total number of shares, annual average pcs 184,305,107 181,486,213 181,486,213 181,486,213 181,486,213

* Proposal by the Board of Directors. It is further proposed that the Annual General Meeting authorises the Board of Directors, at its discretion, to resolve on the distribution of a possible second dividend instalment up to a maximum of EUR 0.04 per share. It is the intention of the

Board of Directors that the possible dividend payment pursuant to this authorisation would be carried out in November 2026.

Share-related key figures

Information on shares

Business review / Governance / Financial review / Sustainability Statement 107Oriola Annual Report 2025

Calculation of share related key figures

Earnings per share (EPS), EUR =

Profit attributable to shareholders of the parent company

Average number of shares during the period excluding treasury shares

Equity per share, EUR =

Equity attributable to shareholders of the parent company

Number of shares at the end of the period excluding treasury shares

Dividend per share, EUR =

Dividends paid for the financial period

Number of shares at the end of the period excluding treasury shares

Payout ratio, % =

Dividend per share

x 100

Earnings per share

Effective dividend yield, % =

Dividend per share

x 100

Closing price on the last trading day of the financial period

Price/Earnings ratio (P/E) =

Closing price on the last trading day of the financial period

Earnings per share

Average price of share, EUR =

Trading volume, EUR

Average number of shares traded during the financial period

Market capitalisation, EUR = Number of shares at the end of the financial period x closing price on the last trading day of the financial period

Business review / Governance / Financial review / Sustainability Statement 108Oriola Annual Report 2025

Financial indicators and performance measures

Financial indicators 2021–2025

Consolidated income statement*  2025 2024 2023 2022 2021

Net sales EUR million 1 906.2 1,679.7 1,493.8 1,539.1 1,452.2

Adjusted EBITDA EUR million 35.1 33.4 30.5 35.1 30.6

% of net sales % 1.8 2.0 2.0 2.3 2.1

EBITDA EUR million 20.3 27.2 30.1 34.7 27.2

% of net sales % 1.1 1.6 2.0 2.3 1.9

Adjusted EBIT EUR million 23.1 21.7 16.7 19.7 14.9

% of net sales % 1.2 1.3 1.1 1.3 1.0

EBIT EUR million 2.6 13.6 -5.3 9.5 10.7

% of net sales % 0.1 0.8 -0.4 0.6 0.7

Financial income and expenses EUR million -6.6 -7.3 -7.6 -0.7 0.3

% of net sales % -0.3 -0.4 -0.5 0.0 0.0

Profit before taxes EUR million -26.9 -18.6 -17.6 6.9 11.0

% of net sales % -1.4 -1.1 -1.2 0.4 0.8

Profit for the period EUR million -27.2 -20.1 -20.7 4.8 8.6

% of net sales % -1.4 -1.2 -1.4 0.3 0.6

Consolidated balance sheet EUR million 2025 2024 2023 2022 2021

Non-current assets 289.3 314.0 347.5 419.1 539.3

Goodwill 35.6 35.1 35.2 61.1 273.5

Current assets 656.9 561.6 587.1 541.8 553.9

Inventories 188.5 176.3 162.9 148.5 229.2

Equity attributable to the parent company shareholders 100.8 133.4 171.3 225.6 216.8

Liabilities total 845.3 742.2 763.4 735.4 876.4

Interest-bearing liabilities 70.1 76.1 117.7 136.9 209.9

Non-interest-bearing liabilities 775.2 666.2 645.7 598.4 666.5

Total assets 946.1 875.6 934.7 960.9 1,093.2

1,494 1,6801,452 1,539

1,906

2021 2022 2023 2024 2025

2,500

2,000

1,500

1,000

500

Net sales

EUR million

Business review / Governance / Financial review / Sustainability Statement 109Oriola Annual Report 2025

Key figures 2025 2024 2023 2022 2021

Equity ratio* % 10.8 15.4 18.5 23.8 20.1

Equity per share* EUR 0.54 0.74 0.94 1.24 1.20

Return on capital employed (ROCE)* % 1.3 5.4 -1.6 2.4 4.6

Return on equity* % -23.3 -13.2 -10.4 2.2 5.9

Net interest-bearing debt* EUR million -82.1 -37.4 -20.6 -23.7 100.8

Gearing* % -81.4 -28.0 -12.1 -10.5 46.5

Earnings per share from continuing operations EUR -0.15 -0.11 -0.11 0.03 0.05

Earnings per share incl. discontinued operations EUR -0.15 -0.11 -0.11 -0.01 0.06

Average number of shares** pcs 184,226,057 181,408,101 181,389,629 181,371,235 181,341,203

Average number of personnel from continuing operations, full time equivalents pers. 813 812 800 914 1,077

Gross capital expenditure incl. discontinued operations EUR million 3.2 2.9 3.5 8.4 22.8

* The comparative figures 2021 include discontinued operations.

** Company-owned treasury shares are not included.

Refer to section Alternative performance measures, for definitions of key figures.

30.5

33.4

30.6

35.1

2021 2022 2023 2024 2025

Adjusted EBITDA

EUR million

Business review / Governance / Financial review / Sustainability Statement 110Oriola Annual Report 2025

Alternative performance measures

In order to reflect the underlying business performance and to

enhance comparability between financial periods Oriola discloses

certain performance measures of historical performance, financial

position and cash flows, as permitted in “Alternative performance

measures” guidance issued by the European Securities and Markets

Authority (ESMA). These measures should not be considered as

a substitute for measures of performance in accordance with the

IFRS. These alternative performance measures are described in the

following tables:

Reconciliation of alternative performance measures to IFRS

Invoicing

EUR million 2025 2024

Net sales 1,906.2 1,679.7

+ Acquisition cost of consignment stock 2,294.9 2,092.4

+ Cash discounts 0.0 0.0

+ Exchange rate differences on sales 0.0 -0.3

Invoicing 4,201.2 3,771.8

Adjusted EBITDA, EBITDA and EBIT

EUR million 2025 2024

Adjusted EBITDA 35.1 33.4

- Adjusting items included in EBITDA -14.8 -6.2

EBITDA 20.3 27.2

Depreciations -12.0 -11.8

Impairments -5.7 -1.9

EBIT 2.6 13.6

EBIT and Adjusted EBIT

EUR million 2025 2024

EBIT 2.6 13.6

- Adjusting items included in EBIT 20.5 8.1

EBIT 23.1 21.7

Free cash flow

EUR million 2025 2024

Cash flow from operating activities before

financial items and taxes 65.3 49.1

- Taxes paid -3.5 -2.9

- Investments in property, plant and equipment

and intangible assets -3.3 -2.8

Free cash flow 58.4 43.4

Alternative performance measures on a constant currency basis

EUR million 2025 2024

Invoicing 4,201.2 3,771.8

Translation difference -88.8 -9.7

Invoicing calculated on a constant currency basis 4,112.4 3,762.1

Net sales 1,906.2 1,679.7

Translation difference -42.5 -4.5

Net sales calculated on a constant currency basis 1,863.7 1,675.2

Adjusted EBITDA 35.1 33.4

Translation difference -0.4 -0.0

Adjusted EBITDA calculated on a constant

currency basis 34.6 33.4

Business review / Governance / Financial review / Sustainability Statement 111Oriola Annual Report 2025

Calculation of alternative performance measures

Alternative performance

measure Definitions Reason for use of the alternative performance measure

Invoicing = Net sales + acquisition cost of consignment stock + cash discounts + exchange rate differences on sales Invoicing describes the volume of the business.

Sales margin = Net sales - material purchases and exchange rate differences on sales and purchases Sales margin measures the profitability of the business.

EBITDA = Earnings before interest, taxes, depreciation, amortisation and impairments.

EBITDA measures profitability before depreciation,

amortisation and impairments.

EBIT =

Net sales less material purchases and exchange differences on sales and purchases, less employee benefit expenses and

other operating expenses, less depreciation, amortisation and impairment plus other operating income plus share of

results in joint venture

EBIT shows result generated by the business.

Adjusted EBITDA = EBITDA excluding adjusting items

Adjusted EBIT = EBIT excluding adjusting items

Oriola discloses adjusted EBITDA and EBIT in order to reflect

the underlying business performance and to enhance

comparability between financial periods.

Adjusting items

Adjusting items include gains or losses from the sale or discontinuation of business operations or assets, gains or losses

from restructuring business operations, and impairment losses of goodwill and other non-current assets, or other income

or expenses arising from rare events, and changes in estimates regarding the realisation of contingent consideration

arising from business acquisitions. Adjusting items are specified in note 4.1. Segment reporting.

Invoicing calculated on a constant currency basis Invoicing calculated with the average exchange rate of the corresponding period of the comparative year.

Invoicing, net sales, and adjusted EBITDA and EBIT on

a constant currency basis describe the development of

the business without changes due to fluctuating foreign

exchange rates and thus enhance the comparability between

financial periods.

Net sales calculated on a constant currency basis Net sales calculated with the average exchange rate currency basis of the corresponding period of the comparative year.

Adjusted EBITDA calculated on aconstant currency basis Adjusted EBITDA calculated with the average exchange rate of the corresponding period of the comparative year.

Adjusted EBIT calculated on aconstant currency basis Adjusted EBIT calculated with the average exchange rate of the corresponding period of the comparative year.

Net debt = Interest-bearing liabilities – cash and cash equivalents

Net debt is an indicator to measure the total external debt

financing of the company.

Investments =

Capitalised investments in property, plant and equipment and in intangible assets including goodwill arising from business

combinations, as well as investments in associates and joint ventures.

Investments provide additional information of the cash flow

need of the business operations. Investments by business

area are presented in note 4.1. Segment reporting.

Free cash flow = Operating cash flow before financial items and taxes - taxes paid - investments in tangible and intangible assets.

Free cash flow provides additional information about the

formation of cash flow and the ability to finance operations,

investments and dividend payments.

Return on capital employed (ROCE), % =

EBIT

x 100

Return on capital employed measures how efficiently the

Group generates profits from its capital employed.

Total assets – Non-interest-bearing liabilities (average between thebeginning and the end of the year)

Return on equity (ROE), %

= Profit for the period

x 100

Return on equity measures the Group’s profitability by

showing how much profit is generated with the funds

invested to the Group by the shareholders.

Equity total (average between the beginning and the end of the year)

Gearing, % =

Net debt

x 100

Gearing provides information of the Group's financial risk

level and the level on the Group's indebtedness.

Equity total

Equity ratio, % =

Equity total

x 100

Equity ratio provides information on the Group's financial risk

level and the level of the Group's capital used in operations.

Total assets – Advances received

Financial Statements 2025

112Business review / Governance / Financial review / Sustainability StatementOriola Annual Report 2025

Business review / Governance / Financial review / Sustainability Statement 113Oriola Annual Report 2025

Consolidated statement of comprehensive income (IFRS)

EUR million	Note	2025	2024
Net sales	4.2.	1,906.2	1,679.7
Other operating income	4.2.	1.1	4.5
Materials and supplies	4.3.	-1,739.0	-1,519.3
Employee benefit expenses	4.4.	-60.7	-56.1
Other operating expenses	4.3.	-87.4	-81.6
Depreciation, amortisation and impairments	6.1./6.2.	-17.7	-13.6
EBIT		2.6	13.6
Financial income and expenses	8.1.	-6.6	-7.3
Share of results in joint venture	10.4.	-22.8	-24.8
Result before taxes		-26.9	-18.6
Income taxes	9.1.	-0.3	-1.5
Result for the period		-27.2	-20.1

Other comprehensive income
Items which may be reclassified subsequently to profit or loss:
Translation differences recognised in comprehensive income
during the reporting period		1.1	-1.7
Translation differences reclassified to profit and loss during the reporting period	10.3.	2.6	-
Cash flow hedge	8.3.	-0.4	-1.2
Income tax relating to other comprehensive income	9.1.	0.1	0.2
		3.4	-2.7
Items which will not be reclassified to profit or loss:
Financial assets recognised at fair value through other comprehensive income	8.2.	2.9	-2.6
Actuarial gains/losses on defined benefit plans	4.4.	0.7	0.2
Income tax relating to other comprehensive income	9.1.	-0.1	-0.0
		3.5	-2.5
Total comprehensive income for the period		-20.4	-25.2
Result attributable to Parent company shareholders		-27.2	-20.1

EUR million	Note	2025	2024
Total comprehensive income attributable to
Parent company shareholders		-20.4	-25.2
Earnings per share attributable to parent company shareholders:
Basic, EUR	8.5.	-0.15	-0.11
Diluted, EUR	8.5.	-0.15	-0.11

Business review / Governance / Financial review / Sustainability Statement 114Oriola Annual Report 2025

Consolidated statement of financial position (IFRS)

EUR million	Note	2025	2024
ASSETS
Non-current assets
Property, plant and equipment	6.1.	43.2	45.2
Goodwill	6.2.	35.6	35.1
Intangible assets	6.2.	7.8	10.5
Investments in joint ventures	10.4.	185.7	210.9
Other non-current assets	6.3.	14.2	11.7
Deferred tax assets	9.2.	2.8	0.6
Non-current assets total		289.3	314.0
Current assets
Inventories	5.2.	188.5	176.3
Trade receivables	5.1.	311.7	247.1
Income tax receivables	5.1.	1.1	-
Other receivables	5.1.	3.4	11.7
Cash and cash equivalents	8.2.	152.2	113.5
Assets held for sale	10.3.	-	13.1
Current assets total		656.9	561.6
ASSETS TOTAL		946.1	875.6

EUR million	Note	2025	2024
EQUITY AND LIABILITIES 
Equity
Share capital	8.4.	36.2	36.2
Fair value reserve	8.4.	5.7	3.1
Contingency fund	8.4.	19.4	19.4
Invested unrestricted equity reserve	8.4.	74.8	74.8
Other reserves	8.4.	0.1	0.1
Translation differences	8.4.	-14.7	-18.4
Retained earnings		-20.6	18.2
Equity attributable to the parent company shareholders		100.8	133.4
Non-current liabilities
Deferred tax liabilities	9.2.	1.7	0.8
Pension obligations	4.4.	14.3	13.3
Interest-bearing liabilities	8.2.	38.3	39.7
Other non-current liabilities	5.3.	0.9	1.0
Non-current liabilities total		55.2	54.7
Current liabilities
Trade payables	5.3.	725.7	626.2
Interest-bearing liabilities	8.2.	31.7	36.4
Income tax payables	5.3.	0.0	0.3
Other current liabilities	5.3.	32.6	22.9
Liabilities related to assets held for sale	10.3.	-	1.8
Current liabilities total		790.1	687.6
EQUITY AND LIABILITIES TOTAL		946.1	875.6



Business review / Governance / Financial review / Sustainability Statement 115Oriola Annual Report 2025

Consolidated statement of cash flows (IFRS)

EUR million	Note	2025	2024
Net cash flow from operating activities
Profit for the period		-27.2	-20.1
Adjustments
Depreciation and amortisation	6.1./6.2.	12.0	11.8
Impairment	6.1./6.2.	5.7	1.9
Share of results in joint venture	6.3.	22.8	24.8
Financial income and expenses	8.1.	6.6	7.3
Income taxes	9.1.	0.3	1.5
Change in pension asset and pension obligation		0.9	0.4
Other adjustments		3.5	0.0
		24.7	27.7
Change in working capital
Change in current receivables increase (-)/ decrease (+)		-42.3	9.8
Change in inventories increase (-)/ decrease (+)		-6.1	-16.6
Change in non-interest-bearing current liabilities increase (+)/decrease (-)		89.0	28.2
		40.6	21.4
Interest received		3.5	4.0
Interest paid		-3.7	-3.8
Other financial income and expenses		-1.6	-7.8
Income taxes paid		-3.5	-2.9
Net cash flow from operating activities		60.0	38.7
Net cash flow from investing activities
Investments in property, plant and equipment and intangible assets	6.1./6.2.	-3.3	-2.8
Proceeds from sales of property, plant and equipment and intangible assets	6.1./6.2.	0.0	-
Acquisition of subsidiary, net of cash acquired	10.3.	-0.5	-
Proceeds from other shares and shareholdings	6.3	0.1	-
Sales of business operations, net of cash disposed	10.3	4.1	-
Net cash flow from investing activities		0.4	-2.8

EUR million	Note	2025	2024
Net cash flow from financing activities
Proceeds from long-term loans	8.2.	-	30.0
Repayments of long-term loans	8.2.	-	-1.0
Repayments of short-term loans	8.2.	-1.0	-56.9
Change in other current financing *	8.2.	-4.5	-17.0
Amortisations of lease liabilities	8.2.	-3.3	-3.1
Purchasing of own shares		-0.1	-0.1
Dividends paid	8.5.	-12.7	-12.7
Net cash flow from financing activities		-21.7	-60.7
Net change in cash and cash equivalents		38.7	-24.9
Cash and cash equivalents at the beginning of the period		113.5	138.4
Translation differences		-0.0	-0.0
Net change in cash and cash equivalents		38.7	-24.9
Cash and cash equivalents at the end of the period	8.2.	152.2	113.5

* Includes cash flows from commercial papers.

Business review / Governance / Financial review / Sustainability Statement 116Oriola Annual Report 2025

Consolidated statement of changes in equity (IFRS)

				Translation	Retained
EUR million	Note	Share capital	Funds	differences	earnings	Equity total
Equity 1 January 2024		36.2	100.9	-16.7	50.8	171.3
Comprehensive income for the period
Net profit for the period		-	-	-	-20.1	-20.1
Other comprehensive income:
Financial assets recognised at fair value through other comprehensive income:
Change in fair value	8.2.	-	-2.6	-	-	-2.6
Cash flow hedge	8.3.	-	-1.2	-	-	-1.2
Actuarial gains and losses	4.4.	-	-	-	0.2	0.2
Income tax relating to other comprehensive income	9.1.	-	0.2	-	-0.0	0.2
Translation difference		-	-	-1.7	-	-1.7
Comprehensive income for the period, total		-	-3.5	-1.7	-19.9	-25.2
Transactions with owners
Dividend distribution	8.5.	-	-	-	-12.7	-12.7
Share-based incentive	4.4.	-	-	-	0.1	0.1
Purchase of own shares		-	-	-	-0.1	-0.1
Transactions with owners, total		-	-	-	-12.7	-12.7
Equity 31 December 2024		36.2	97.3	-18.4	18.2	133.4
Comprehensive income for the period
Net profit for the period					-27.2	-27.2
Other comprehensive income:
Financial assets recognised at fair value through other comprehensive income:
Change in fair value	8.2.	-	2.9	-	-	2.9
Cash flow hedge	8.3.	-	-0.4	-	-	-0.4
Actuarial gains and losses	4.4.	-	-	-	0.7	0.7
Income tax relating to other comprehensive income	9.1.	-	0.1	-	-0.1	-0.1
Translation difference		-	-	1.1	-	1.1
Translation difference reclassified to profit and loss	10.3.	-	-	2.6	-	2.6
Comprehensive income for the period, total		-	2.7	3.7	-26.7	-20.4
Transactions with owners
Dividend distribution	8.5.	-	-	-	-12.7	-12.7
Share-based incentive	4.4.	-	-	-	0.7	0.7
Purchase of own shares		-	-	-	-0.1	-0.1
Transactions with owners, total		-	-	-	-12.2	-12.2
Equity 31 December 2025		36.2	100.0	-14.7	-20.6	100.8

1. Basic information on the company

Oriola Corporation is a Finnish public limited company, domiciled

in Espoo, Finland. Oriola and its subsidiaries together form the

consolidated Oriola Group. The consolidated financial statements

were approved for publication by the Board of Directors of Oriola

Corporation on 24 February 2026. In accordance with Finland’s

Limited Liability Companies Act, the shareholders have the right to

approve or reject the financial statements at the General Meeting

held after their publication. The General Meeting may also decide

to make amendments to the financial statements. The company’s

business ID is 1999215-0. Copies of the consolidated financial

statements of the Oriola Group are available from the head office of

Oriola Corporation at the following address: Orionintie 5, FI-02200

Espoo, Finland ([email protected]).

The consolidated financial statements are prepared in

accordance with International Financial Reporting Standards

(IFRSs) including the IAS and IFRS standards as well as the

SIC and IFRIC interpretations valid as of 31 December 2025.

The International Financial Reporting Standards refer to

standards and interpretations that have been approved for

application in the EU in the Finnish Accounting Act and the

provisions issued pursuant to it according to the procedures

provided for in EU regulation (EC) No. 1606/2002.

The consolidated financial statements are presented for

the 12-month period 1 January - 31 December 2025. The

financial statements are presented in EUR million and they

have been prepared under the historical cost convention,

except for financial assets recognised at fair value through

profit or loss, financial assets recognised at fair value through

other comprehensive income, derivatives and share-based

payments. The Group has applied the standards and

interpretations published by the International Accounting

Standards Board (IASB) that are mandatory as of 1 January

2025. These standards did not have a significant impact on

the Group in the current reporting period and they are not

expected to have a material impact on the Group in the

current or future reporting periods and on foreseeable future

transactions.

The sale of Svensk dos AB

Oriola announced on 13 October the sale of all shares in Svensk dos

AB to Apotekstjänst Sverige AB due to the tender structure and dy-

namics. In April 2024, the Swedish Competition Authority (Konkur-

rensverket) prohibited the sale. The Swedish Patent and Market

Court rejected Apoteksjänst Sverige AB’s appeal in November 2024.

The Swedish Patent and Market Court of Appeal (Patent- och mar-

kandsöverdomstolen) approved Apoteksjänst Sverige AB’s appeal

regarding the sale of Svensk dos AB on 7 March 2025.

Oriola announced on 1 April 2025 that it has completed the sale

of Svensk dos AB to Apotekstjänst Sverige AB. Oriola has applied

the requirements of IFRS 5 Non-current Assets Held for Sale and

Discontinued Operations in the classification, presentation and

recognition of sale of Dose dispensing business in Sweden. Svensk

dos AB has been classified as held for sale as of October 2023 until

the completion of the sale. More information has been presented in

note 10.3. Acquisitions and divestments.

Notes to the consolidated financial statements

2. Basis of presentation

Impairment recognised in the share of result in joint venture

In 2025, Oriola recongised a loss of EUR 22.8 (loss of 24.8) million

from Swedish Pharmacy Holding AB in the consolidated statement

of comprehensive income. The loss included Oriola’s share of good-

will impairment in Kronans Apotek amounting to EUR 15.8 (16.3)

million. The impairments are related to the integration of Kronans

Apotek and the transition to one common ERP system, which have

required more time than anticipated. The integration and ERP-proj-

ect have been completed in 2025. More information has been

presented in note 10.4. Investments in joint ventures.

Business review / Governance / Financial review / Sustainability Statement 117Oriola Annual Report 2025

Use of judgements

Information about judgements the Group management has made

in applying accounting policies that have the most significant effect

on the amounts recognised in the financial statements is included

in the following notes:

Item	Nature of management judgement	Note
Revenue recognition	Principal vs. agent assessment	4.2.
Inventories	Principal vs. agent assessment	5.2.
	Changes in the fair value of the investment
Other shares	(Doktor.se)	6.3.
Lease liabilities	Determining lease term for contracts	7.1.

Estimates and assumptions

Information about assumptions and estimation uncertainties at the

reporting date that have a significant risk of resulting in a material

adjustment to the carrying amounts of assets and liabilities within

the next financial year in included in the following notes:

Item	Nature of assumptions and estimates	Note
Defined benefits	Key actuarial assumptions	4.4.
	Projection parameters and key assumptions
Impairment testing/	used in determining the underlying
goodwill	recoverable amounts	6.2.
Impairment testing/joint
venture	Events or change in circumstances	10.4.

4. Operating result

4.1. Segment reporting

Oriola has two reporting segments, Distribution and

Wholesale. Oriola’s operating and reporting segments are

reported in accordance with internal reporting provided

to the Chief Executive Officer, the chief operating decision

maker responsible for allocating resources and assessing

performance of the business areas. The accounting

policies do not differ from the accounting policies for the

consolidated financial statements.

Segment non-current assets exclude financial instruments

and deferred taxes. Investments exclude right-of-use assets.

Transactions between segments are based on market prices.

Group items include eliminations and items related to

corporate functions.

Oriola’s reporting segments are Distribution and Wholesale.

Distribution segment consists of pharmaceutical logistics, quality

control, essential warehousing and dose dispensing services in Finland.

Wholesale segment consists of wholesale of traded goods and

over-the-counter (OTC) products, parallel import and special

licensed medicines, as well as advisory services in Finland, Sweden

and Denmark.

Oriola offers advanced distribution, expert and advisory services

for pharmaceutical companies and wide range of health and

wellbeing products for pharmacies, veterinarians, other healthcare

operators and retail operators in the Finnish and Swedish markets.

Additionally, Oriola offers dose dispensing services for pharmacies

and healthcare operators in Finland.

The geographical areas of Oriola are Finland (the country of

domicile), Sweden and other countries. Net sales are divided by

the countries in which the customers are located. Assets and

investments are divided according to the country in which they are

located.

In order to reflect the underlying business performance and

to enhance comparability between financial periods Oriola

discloses Adjusted EBITDA and Adjusted EBIT as permitted in

ESMA (European Securities and Markets Authority) guidelines

on Alternative Performance Measures. These measures should

not be considered as a substitute for measures of performance

in accordance with the IFRS. Adjusted EBITDA and Adjusted EBIT

are reported excluding adjusting items. In addition, Oriola uses

“Invoicing” as the measure to describe the business volume.

Adjusted EBIT excludes gains or losses from the sale or

discontinuation of business operations or assets, gains or losses

from restructuring business operations, and impairment losses

of goodwill and other non-current assets, or other income or

expenses arising from rare events and changes in estimates

regarding the realisation of contingent consideration arising from

business acquisitions.

Oriola’s agreements with pharmaceutical companies are either

wholesale agreements where Oriola buys the products into own

stock and acts as a principal or agreements where Oriola delivers

the products from consignment stock and acts as an agent. Oriola

reports invoicing of both type of agreements as it describes the

volume of the business.

The preparation of consolidated financial statements in

accordance with IFRS requires the application of judgement

by management in making estimates and assumptions. Such

estimates and assumptions have an impact on the assets and

liabilities reported as at the end of the reporting period, and

on the presentation of contingent assets and liabilities in the

notes to the consolidated financial statements as well as on

the income and expenses reported for the financial year. The

estimates are based on the management’s best knowledge

about the facts and as such actual results may differ from

the estimates and assumptions used. The application of

accounting principles also requires judgement .

3. Use of estimates and judgement

Business review / Governance / Financial review / Sustainability Statement 118Oriola Annual Report 2025

EUR million
2025	Note	Distribution	Wholesale	Group items	Total
External invoicing		3,826.7	374.5	-	4,201.2
Internal invoicing		-	0.3	-0.3	-
Invoicing		3,826.7	374.8	-0.3	4,201.2
Sales to external customers		1 531.8	374.4	-	1,906.2
Sales to other segments		-	0.3	-0.3	-
Net sales	4.2.	1,531.8	374.8	-0.3	1,906.2
EBITDA		28.3	10.0	-18.0	20.3
Adjusted EBITDA		32.6	10.3	-7.9	35.1
EBIT		13.8	6.9	-18.2	2.6
Non-current assets		69.6	9.2	207.4	286.2
Investments	6.1./6.2.	2.9	0.0	0.2	3.2
Depreciation, amortisation and impairments	6.1./6.2.	14.5	3.1	0.2	17.7
Average number of personnel, full time equivalents		445	288	80	813
2024
External invoicing		3,456.5	315.3	-	3,771.8
Internal invoicing		-	0.6	-0.6	-
Invoicing		3,456.5	315.9	-0.6	3,771.8
Sales to external customers		1,364.7	315.0	-	1,679.7
Sales to other segments		-	0.6	-0.6	-
Net sales	4.2.	1,364.7	315.6	-0.6	1,679.7
EBITDA		29.1	11.5	-13.3	27.2
Adjusted EBITDA		27.6	12.5	-6.7	33.4
EBIT		20.4	8.5	-15.3	13.6
Non-current assets		60.3	20.0	232.4	312.8
Investments	6.1./6.2.	2.6	0.2	0.1	2.9
Depreciation, amortisation and impairments	6.1./6.2.	8.6	3.0	2.0	13.6
Average number of personnel, full time equivalents		447	292	74	812

Reporting segments Adjusting items

EUR million	2025	2024
Restructuring costs	-0.1	-0.1
ERP investment related costs	-9.6	-5.9
Sale of dose dispensing business in Sweden	-3.0	-0.8
Feasibility study of logistics operations in Finland	-1.6	-
Service agreement settlement	-	-0.9
Compensation from court appeal	-	1.4
Other	-0.5	-
Total adjusting items included in EBITDA	-14.8	-6.2
Impairments and write-downs	-5.7	-1.9
Total adjusting items included in EBIT	-20.5	-8.1

Other adjusting items in 2025 include EUR 0.3 million costs from

the combination of share classes and EUR 0.2 million integration

costs in advisory services in Denmark. Impairments and write-

downs relate to the impairment loss of goodwill and other non-

current assets in dose dispensing business in Sweden.

Restructuring costs in 2024 relate to expert services. Impairments

and write-downs include earlier under construction in progress

capitalized ERP investment related costs.

Geographical information
EUR million			Other
2025	Sweden	Finland	countries	Total
Sales to external customers	1,214.6	565.3	126.3	1,906.2
Non-current assets*	3.7	282.2	0.4	286.2
Investments	1.8	1.3	-	3.2
Average number of personnel, full time equivalents	377	428	8	813
EUR million			Other
2024	Sweden	Finland	countries	Total
Sales to external customers	1,093.8	549.8	36.2	1,679.7
Non-current assets*	29.2	283.7	-	312.8
Investments	1.0	1.8	-	2.9
Average number of personnel, full time equivalents	394	418	-	812

* Non-current assets exclude financial instruments and deferred tax assets.

Business review / Governance / Financial review / Sustainability Statement 119Oriola Annual Report 2025

4.2. Net sales and other operating income

The Group’s net sales comprise from the sale of goods,

distribution fees and the sale of services adjusted for indirect

taxes, discounts and currency translation differences arising

from sales in foreign currencies. Revenue is measured at the

amount of consideration specified in customer contracts

and excludes amounts collected on behalf of third parties.

Revenue is recognised when control of the product or

service transfers to the customer, reflecting fulfilment of the

Group’s performance obligations. Payment terms are typical

to the business. Oriola has open-ended frame agreements

in Sweden that allow the company to sell trade receivables

relating to Swedish wholesale businesses to the financial

institutions on a non-recourse basis.

Oriola’s agreements with pharmaceutical companies are

either wholesale agreements where Oriola buys the products

into own stock and acts as a principal or agreements where

Oriola delivers the products from consignment stock and

acts as an agent. For agreements in which Oriola acts as a

principal the revenue is recognized on gross basis. Oriola

obtains control of the goods or services before they are

transferred to a customer and is primarily responsible for the

delivery of the goods and ensuring product availability and

service. The legal title has transferred to Oriola at the time,

when goods have been delivered to the inventory. Oriola has

the significant risks and rewards of ownership of the goods.

For consignment agreements where Oriola acts as an agent,

only the distribution fee is recognized as revenue. Oriola

does not control the goods at any point and inventory

ownership remains with the pharmaceutical company until

the point the products are transferred to end-customers.

Oriola’s performance is limited to delivering logistics and

transportaion services. Oriola does not bear inventory risk

nor the credit risk.

Oriola reports invoicing of both type of agreements as it

describes the volume of the business. The definition of invoicing

is described in section Alternative performance measures.

The Group’s revenues derive from the following revenue

streams: services and products, dose dispensing, and sale of

other services. In the following section the principal activities

of the different revenue streams are described as well as the

nature of performance obligations.

Services and products in Distribution segment consist of

mainly medicinal products sold to pharmacies, veterinarians,

hospitals and other retailers, as well as sale of logistics and

transportation services to pharmaceutical companies.

Services and products in Wholesale segment consist

of mainly selfcare and other products sold to pharmacies,

retailers and veterinarians.

In products the performance obligation is sale of goods,

which is based on sales order. The transaction price is the

price of goods. Revenue is recognised when the Group

transfers control of goods to customer at the amount which

the Group expects to be entitled, i.e. the price of goods sold

less any possible discounts.

In Distribution segment where Oriola delivers products from

consignment stock and acts as an agent, the performance

obligation is sale of logistics and transportation services to

pharmaceutical companies. The revenue is recognised at

the time when actual services have been performed on a net

basis as a fee or commission.

Dose dispensing services are offered to pharmacies

in Finland. The performance obligation is sale of dose

dispensed goods. The transaction price includes the price of

goods sold and the price of dose dispensing. The revenue is

recognised when the control of the dose dispensed goods is

transferred to the customer.

Sale of other services consist of Advisory services providing

support to pharmacompanies regulatory needs, market

access services and patient support services, clinical

trial services and special licenced medicine sales. The

performance obligation is sales of services, which is based

on a contract for delivering services to the customer. The

revenue is recognised over the period during which the

service is performed at the amount totalling the price of

service performed less any possible discounts.

Use of judgements: Oriola’s agreements with pharmaceutical

companies are either wholesale agreements where Oriola

buys the products into own stock and acts as a principal

or agreements where Oriola delivers the products from

consignment stock and acts as an agent. Oriola is the principal

if it controls the goods and services before they are provided to

the customer. For agreements where Oriola acts as a principal

the legal title, control and payment liability has been transferred

to Oriola and the revenue is recognized on gross basis. For

consignment agreements where Oriola acts as an agent, only

the distribution fee is recognized as revenue. Analysis of the

agreements and the related revenue recognition method

requires significant management judgement, considering

various contractual terms. In such cases, the Group assesses,

whether Oriola has the primary responsibility for the supply

of the goods or services in question, the risk associated with

inventories and the discretion to determine the price of

the goods and services.

Business review / Governance / Financial review / Sustainability Statement 120Oriola Annual Report 2025

4.3. Operating expenses

Operating expenses include material purchases, employee benefit

expenses and other operating expenses as presented on the face

of the statement of comprehensive income. Employee benefit

expenses are specified in note 4.4. Employee benefits.

Materials and supplies

Materials and supplies include materials, procurement and

other costs related to procurement.

EUR million	2025	2024
Purchases during the period	1,744.6	1,535.5
Change in inventories	-5.9	-16.6
Products for own use	-0.1	-0.1
Foreign exchange differences	0.4	0.4
Total	1,739.0	1,519.3

Materials and supplies by currency
	2025
Million	SEK	EUR
Sweden	13,714.1	1,239.3
Finland		499.8
Total		1,739.0
	2024
Million	SEK	EUR
Sweden	11,782.7	1 030.6
Finland		488.6
Total		1,519.3

Other operating expenses
EUR million	2025	2024
Freights and other variable costs	30.2	30.2
Marketing	0.6	0.7
Information management	11.8	9.9
Premises	5.9	5.7
External services	26.6	25.7
Other operating expenses	12.2	9.4
Total	87.4	81.6

External services include EUR 7.6 (4.7) million expenses related to

the ERP investment.

Audit fees
EUR million	2025	2024
To member firms of KPMG network
Fees for statutory audit	0.3	0.3
Fees for other audit assignments	0.1	0.1
Fees for other services	0.0	0.0
Total	0.4	0.4

Net sales by currency
	2025		2024
Million	SEK	EUR	SEK	EUR
Sweden	14,698.3	1,328.2	12,782.9	1,118.1
Finland		578.0		561.5
Total		1,906.2		1,679.7

Disaggregation of revenue

In the following table, the Group’s external revenue is

disaggregated by the Group’s major revenue streams.

EUR million
2025	Distribution	Wholesale	Total
Services and products	1,479.7	249.6	1,729.3
Other*	52.1	124.8	176.9
Total	1,531.8	374.4	1,906.2
EUR million
2024	Distribution	Wholesale	Total
Services and products	1,302.3	244.0	1,546.4
Other*	62.4	70.9	133.3
Total	1,364.7	315.0	1,679.7

* Other includes sales of dose dispensing and sale of other services.

Revenues from one customer in Distribution and Wholesale

segment were 420 (2024: 360) million from Group’s net sales.

Contract balances

The Group has recognised the following liabilities related to

contracts with customers:

EUR million	31 Dec 2025	31 Dec 2024
Advances received from pharmacies	8.3	7.9
Advances received related to other services	0.1	0.1
Total	8.4	8.0

Advances received from pharmacies are presented as current

interest-bearing liabilities in the statement of financial position.

Additional information on the interest-bearing liabilities can be

found in note 8.2. Financial assets and liabilities.

Other operating income

EUR million	2025	2024
Gains on sales of tangible and intangible assets	0.0	-
Rental income	0.2	0.1
Service charges	0.3	1.4
Other operating income	0.7	2.9
Total	1,1 4.5

Other operating income in 2024 includes compensation of EUR 1.4

million received from court appeal.

Business review / Governance / Financial review / Sustainability Statement 121Oriola Annual Report 2025

4.4. Employee benefits

The Group’s employee benefits include short-term employee

benefits, pension benefits, other long-term employee

benefits and share-based payments.

Short-term employee benefits: Wages and salaries, fringe

benefits, annual leave and bonuses are recognised in the

period in which the work is performed.

Pension benefits: The Group’s pension arrangements

are in compliance with each country’s local regulations

and practices. The pension arrangements of the Group

companies comprise both defined contribution plans

and defined benefit plans. The payments to the defined

contribution plans are recognised as expenses in the

statement of comprehensive income in the period in which

they incur. Under a defined benefit pension plan, the Group’s

obligation is not limited to the payments made under the

plan but also includes the actuarial and investment risks

related to the pension plan in question.

The pension expenses related to defined benefits have

been calculated using the projected unit credit method.

Pension expenses are recognised as expenses by distributing

them over the estimated period of service of the personnel

concerned. The amount of the pension obligation is the

present value of the estimated future pensions payable.

Other long-term employee benefits consist of a long-

service benefit scheme operated by the Group. The long-

service benefit scheme is presented as other non-current

liabilities in the statement of financial position.

Share-based payments: Share incentive plans are measured

at fair value at the grant date, and are recognised as

expenses over the vesting period. The fair value of the share

is the share price on the date at which the target group has

agreed to the conditions of the plan. Share-based payments

are paid in cash and in equity.

Employee benefit expenses
EUR million	2025	2024
Wages, salaries and bonuses	45.4	42.5
Share-based payments	0.7	0.1
Pension costs
Defined contribution plans	6.0	5.6
Defined benefit plans	0.9	0.5
Other personnel expenses	7.7	7.3
Total	60.7	56.1

Number of employees

At the end of the financial year, the total number of employees

(headcount) was 904 (934).

The number of employees in full-time equivalents (FTE) was 801

(816), of which 434 (409) worked in Finland, 358 (407) in Sweden

and 9 (-) in Denmark. The increase in number of personnel in

Finland related to increased volume and building capabilities. The

number of personnel in Sweden decreased by 47 FTE due to the

sale of dose dispensing business. Oriola acquired MedInfo ApS in

Denmark in 2025. The average number of employees (FTE) during

the financial year was 813 (812).

Post-employment benefits

The Oriola Group has defined benefit pension plans in Finland and

Sweden.

In Finland, the defined benefits plans consist of a voluntary

insurance plan, which is a final average pay pension plan

concerning additional pensions. The benefits are insured with OP

Life Assurance.

In Sweden, some of the office employees are covered by the defined

benefit plan ITP 2 and others by the defined contribution plan ITP 1.

The employees have a defined contribution plan according to local

legislation. In ITP 2, the company can recognise the old age pension

liabilities in its statement of financial position or, alternatively, pay

the pension expenses to the pension insurance company Alecta.

Oriola Sweden AB has recognised its ITP 2 old age pension liabilities

in full in its statement of financial position. Oriola Sweden AB’s old

age pension benefits other than ITP 2 are insured with Alecta.

Employer contributions to post-employment benefit plans are

expected to be EUR 0.0 million during 2026 financial year. The

weighted average duration of the defined benefit obligation is 18.9

years.

All plan assets of the Group relate to the Finnish voluntary insurance

plan and are held by the insurance company. They are part of the

insurance company’s investment assets and are considered to be

unquoted.

Business review / Governance / Financial review / Sustainability Statement 122Oriola Annual Report 2025

Net defined benefit liability in the statement of financial position is
defined as follows:
EUR million	2025	2024
Present value of funded obligations	15.6	14.7
Fair value of plan assets	-1.3	-1.4
Deficit/surplus	14.3	13.3
Net liability (+) / assets (-) in the statement of financial position	14.3	13.3

Change in defined benefit obligation and plan assets:
	Present value
	of funded	Fair value of
EUR million	obligation	plan assets	Total
1 Jan 2024	14.8	-1.4	13.4
Current service cost	0.6	-	0.6
Interest cost or income	0.5	-0.1	0.4
	15.9	-1.4	14.5
Remeasurements
Actuarial gains (-) and losses (+)
arising from changes in financial
assumptions	-0.1	0.0	-0.1
Experience profits (-) or losses (+)	-0.1	-	-0.1
	15.7	-1.4	14.3
Differences in foreign exchange rates	-0.4	-	-0.4
Contributions
Plan participants	-	-0.1	-0.1
Expenses arising from the plans
Benefits paid	-0.6	0.1	-0.5
31 Dec 2024	14.7	-1.4	13.3
Current service cost	0.9	-	0.9
Interest cost or income	0.5	-0.0	0.4
	16.1	-1.4	14.6
Remeasurements
Actuarial gains (-) and losses (+)
arising from changes in financial
assumptions	-0.7	0.0	-0.7
Experience profits (-) or losses (+)	-0.0	-	-0.0
	15.3	-1.4	13.9

	Present value
	of funded	Fair value of
EUR million	obligation	plan assets	Total
Differences in foreign exchange rates	0.8	-	0.8
Contributions
Plan participants	-	-0.0	-0.0
Expenses arising from the plans
Benefits paid	-0.5	0.1	-0.4
31 Dec 2025	15.6	-1.3	14.3
Significant actuarial assumptions 31 Dec:		2025	2024
Discount rate (%)		3.50	3.30
Salary increases (%)		2.20-3.45	2.30-3.45

Mortality assumptions are made on the basis of actuarial guidelines

and they are founded on statistics published in each region and on

experience.

Sensitivity of the defined benefit obligation to changes in the most
significant assumptions:
	Change in assumption	Effect of change
Assumption	as percentage point	in assumption %
Decrease in discount rate	-0.5	increase by 9.9
Increase in discount rate	+0.5	reduce by 8.8
Increase in salaries	+0.5	increase by 2.5
Increase in benefits	+0.5	increase by 9.9

The table presents a sensitivity analysis for the most significant

actuarial assumptions, showing the effect of any change in actuarial

assumptions on the defined benefit pension obligation.

The effects of the above sensitivity analysis have been calculated

so that when the effect of the change in the assumption is

calculated all other assumptions are expected to remain

unchanged. This is unlikely to happen and in some assumptions

changes may correlate with each other. The sensitivity of the

defined benefit obligation has been calculated using the same

method as in the calculation of the pension obligation to be

entered in the statement of financial position (the current value of

the defined benefit obligation at the end of the reporting period

using the projected unit credit method).

The most significant risks arising from defined benefit pension

plans:

Life expectancy: Most of the plan obligations are connected with

generating life-long benefits for employees and for this reason a

higher life expectancy will mean more obligations under the plan.

Inflation risk: Some of the Group’s pension obligations are linked

to inflation, and higher inflation will lead to higher liabilities.

Use of estimates: The discounted value of the pension

obligation is based on several actuarial assumptions.

Changes in the assumptions have an impact on the carrying

amount of the pension obligation. Discount rate used is one

of the assumptions used. The interest rate used is determined

at the date of measurement by reference to the maturity

of corporate bonds issued by financially sound companies

that is similar to that of the pension obligation. Other key

assumptions impacting pension liabilities are based on the

circumstances valid at the time.

Changes in bond yields: A decrease in bond yields will increase

plan liabilities, although this will be partially offset by an increase in

the value of the plans’ assets.

Short-term Incentive Plan

The Short-term Incentive Plan (STI) is based on the achievement

of the company’s financial targets and personal targets. The

Board of Directors decides annually on the earnings criteria

and the determination of the STI based on the proposal of the

Compensation and Human Resources Committee.

Business review / Governance / Financial review / Sustainability Statement 123Oriola Annual Report 2025

EBIT, earnings per share (EPS) and ESG-target (Delivery accuracy

of pharma). Possible share rewards are payable during the first

half of 2027. The aggregate maximum number of shares payable

as a reward based on this plan is approximately 2,283,305 shares

(referring to gross earnings, from which the applicable payroll tax

is withheld).

The third plan, PSP 2025, is for three calendar years 2025-2027.

At the end of the financial year PSP 2025 has 20 participants. The

performance measures for this plan are net profit, adjusted EBITDA,

Cash volatility, net working capital and ESG-target (Delivery

accuracy). Possible share rewards are payable during the first half

of 2028. The aggregate maximum number of shares payable as

a reward based on this plan is approximately 2,523,527 shares

(referring to gross earnings, from which the applicable payroll tax

is withheld).

Changes in outstanding shares:
2025	PSP 2022	PSP 2024	PSP 2025	Total
Outstanding shares 1 Jan	1,136,948	1,574,160	-	2,711,108
Granted	-	397,998	2,735,370	3,133,368
Forfeited	147,100	224,876	202,624	574,600
Outstanding shares 31 Dec	989,848	1,747,282	2,532,746	5,269,876

The fair value of share based incentives have been determined

at grant date and the fair value is expensed until vesting. The

pricing of the share based incentives granted during the year was

determined by the following inputs:

	2025
Share price at grant, EUR	1.07
Share price at reporting period end, EUR	1.15
Expected annual dividend yield, %	6.6
Fair value 31 Dec, EUR	1,001,668

The expenses recognised for the Performance Share Plans were

EUR 0.5 (0.1) million in 2025.

THE BRIDGE PLAN (EQUITY-SETTLED)

In 2024, a total of 11,714 B treasury shares owned by the company

were conveyed without consideration to the key employees who

participated in the Bridge Plan 2022-2023 in accordance with the

terms and conditions of the plan.

THE RESTRICTED SHARE PLAN (EQUITY-SETTLED)

The Restricted Share Plan for the years 2022-2025 consists of

annually commencing individual restricted share plans which are

subject to a separate decision of the Board of Directors. Each plan

comprises a restriction period with an overall length of three years,

extending to first half of the fourth year of the individual plan.

During the plan period, the company may grant fixed share rewards

to individually selected key employees. The granted share rewards

are paid to the selected participants in one or several tranches latest

by the end of the restriction period. The share rewards are paid in

listed shares. The first plan, RSP 2022, commenced effective as of

the beginning of 2022. The aggregate maximum number of shares

payable as a reward is approximately 225,400 shares (referring to

gross earning, from which the applicable payroll tax is withheld).

For all programs, if the individual’s employment with Oriola

Corporation terminates before the payment of the reward, the

individual is, as a main rule, not entitled to any reward. The value

of the reward payable to each individual participant based on

the plans is limited by a maximum cap linked to a multiplier of

the individual’s annual salary. Oriola applies a share ownership

requirement to the CEO and the members of Oriola Management

Team. They are expected to retain ownership at least half of the

shares received under the incentive plans until the value of his/her

ownership in the company, in the case of the CEO, corresponds to

at least his/her annual gross base salary, and in the case of the other

the members of the Oriola Management Team, to at least half of his/

her annual gross base salary.

Share-based payments

Oriola has a share-based long-term incentive plan for the

company’s key employees, including the CEO and the Oriola

Management Team.

The incentive plan comprises a Performance Share Plan (the “PSP”)

and a share-based bridge plan to cover the transition phase to the

new LTI structure (the “Bridge Plan”). In addition, the long-term

incentive scheme comprises a Restricted Share Plan (the “RSP”)

as a complementary long-term share-based retention plan for

individually selected key employees in specific situations.

THE PERFORMANCE SHARE PLAN (EQUITY-SETTLED)

The Performance Share Plan for the years 2022-2025 consists of

annually commencing individual performance share plans, each of

which is subject to separate decision of the Board of Directors. Each

plan comprises a performance period followed by the payment of

the potential share rewards in listed shares of Oriola.