In terms of disclosure, the key principle is to ensure that all market parties have simultaneous and equal access to accurate, sufficient, and correct information on the Company and its operations, objectives, strategy, and financial position in order to support the price formation of the financial instruments issued by the Company. Another objective is to ensure that all information is disclosed promptly and equally. All disclosed information must be reliable, relevant and up-to-date, and it must not be misleading. The Company will communicate both positive and negative information openly, transparently, and actively. The Company will communicate in a consistent manner and notify the public if the Company decides to change its existing communication practices.

All company announcements and press releases are published in Finnish. Financial statements are published in Finnish. The company may also decide to publish in English in addition to Finnish.

PERIODIC DISCLOSURE OBLIGATION

The periodic disclosure obligation refers to the Company’s obligation to regularly disclose information regarding the Company’s financial position, development, and result. The Company reports its financial figures at a group level in accordance with the Finnish Accounting Standard (the “FAS”) twice a year. In order to ensure compliance with its periodic disclosure obligation, the Company publishes

• financial statement releases

• financial statements

• annual reports

• half-year reports

• an event calendar that sets out the relevant dates for the reports the Company must publish pursuant to its periodic disclosure obligation.

• Management reports, financial statements, and auditor’s reports will be published no later than three weeks before the general meeting that decides on their adoption. 

ONGOING DISCLOSURE OBLIGATION 

The ongoing disclosure obligation refers to the Company’s obligation to disclose information that is likely to have a significant effect on the price of a financial instrument issued by the Company to the markets in a timely manner. The ongoing disclosure obligation covers the disclosure of inside information and other information whose disclosure is required by the applicable regulation. 

Disclosure of inside information

Inside information refers to information of a precise nature that has not been made public and which directly or indirectly relates to the Company and its financial instruments and which, if it were to be made public, would likely have a significant effect on the prices of the Company’s financial instruments or related financial derivatives.

Examples of inside information that must be disclosed as soon as possible, unless the disclosure is delayed in accordance with MAR, may include:

• launch or confirmation of a new property development, real estate license or operator lease   that is likely to have a significant effect on the prices of the Company’s financial instruments or related financial derivatives (i.e. not developed in the ordinary course of R&D or joint development programmes);

• significant authority decisions related to the Company’s real estate developments (positive or negative), which are likely to have a significant effect on the prices of the Company’s financial instruments or related financial derivatives;

• new partnership agreements or some other material agreements, which are likely to have a significant effect on the prices of the Company’s financial instruments or related financial derivatives;

• new investment projects, which are likely to have a significant effect on the prices of the Company’s financial instruments or related financial derivatives;

• major changes in the Company’s strategy;

• substantial changes in the Company’s previously communicated outlook and/or result and financial position;

• strategically relevant M&A or other business arrangement;

• the sale or transfer of an asset and information on significant financial transactions (e.g. signing of a shipbuilding contract, loan facility agreement or issue of a bond);

• significant changes relating to the shares of the Company, e.g. significant share issues, purchase or redemption offer;

• takeover bids;

• a significant potential dispute or regulatory proceeding involving the Company.

As regards to the Company’s investment projects, an investment project is always deemed to be likely to have a significant effect on the prices of the Company’s financial instruments or related financial derivatives if its estimated value equals to or exceeds 10 per cent of the Company’s book equity (consolidated) or of the total market capitalization of its shares if higher than the book equity. However, there can be circumstances where an investment project is deemed to be likely to have a significant effect on the prices of the Company’s financial instruments or related financial derivates even if the project’s estimated value is below the 10 per cent thresholds.

Any matter of interpretation regarding whether a project or other event constitutes inside information shall eventually be decided by the Chair of the Board or two members of the Board of Directors together or other designated board member appointed by the Board of Directors[, or exceptionally when this is not possible due to the urgency of the matter, the CEO alone on a case-by-case assessment pursuant to the applicable regulations in force at the time. 

Other disclosure requirements

In addition to inside information, the Company discloses information required under MAR and the Nasdaq First North Growth Market – Rulebook through company announcements.

Such disclosure requirement includes e.g. changes in the Board of Directors and senior management. For the purposes of this, the Company deems senior management to include the CEO and CFO.

DELAYED DISCLOSURE OF INSIDE INFORMATION

The Company will disclose insider information as soon as possible, unless it has decided to delay disclosure in accordance with the MAR, whereupon the conditions of delay of disclosure under the MAR need to be met. In accordance with provisions of MAR, the Company may delay disclosure of insider information provided that all of the following conditions are simultaneously met:

• immediate disclosure of information is likely to prejudice the legitimate interests of the Company,

• delay of disclosure is not likely to mislead the public, and

• the Company is able to ensure the confidentiality of such insider information.

The Chair of the Board of Directors or two members of the Board of Directors together or other designated board member appointed by the Board of Directors decide on the delay of disclosure of information based on an assessment of the fulfilment of the conditions therefor. Exceptionally, the CEO may decide on the delay of disclosure alone, provided that it is justified by the urgency of the matter. 

In connection with the decision to delay the disclosure of information, the preconditions for the delay are documented, a project-specific insider list concerning the matter is established and a formal decision on delaying the disclosure is made. The Company discloses the delayed information to the public as soon as possible after the conditions for the delay are no longer met. The FIN-FSA will be notified about the delay in connection with the disclosure of the insider information. Please see the Company’s Insider Policy for further information. 

The releases the Company publishes are divided into company announcements and press releases. The category of the release is determined by the materiality and significance of the information.

Company announcements

The Company discloses insider information and other matters specified above in section “Obligation to provide information” as a company announcement as soon as possible, unless the disclosure of inside information has been delayed in accordance with MAR. In addition, information disclosed according to the periodic disclosure obligation is published by the Company through a company announcement. Dates for disclosing information concerning the periodic disclosure obligation are specified in the financial calendar published on the Company’s investor pages. 

In addition, information whose disclosure is required under the rules of the Nasdaq First North Growth Market, such as the following, is disclosed without undue delay:

• transactions conducted by the Company and persons closely associated with it

• notices of general meetings, and resolutions adopted by the general meeting, and resolutions made by the board that were authorised by the general meeting

• changes in the composition of the board, management, certified adviser, auditors and similar

• decisions on the introduction of share-based incentive programs

• proposals and resolutions that concern changes in share capital or the number of shares or other financial instruments related to the Company’s shares

• applications concerning the admission of the financial instrument to trading or the ceasing of its trading on another market

• information on special situations or circumstances that cause significant uncertainty concerning the non-discriminatory trading of the Company’s financial instrument or reliable price formation in the stock exchange

• the name and contact details of the certified adviser.

Company announcements are submitted to Nasdaq Helsinki and main media and published on the Company’s Investor pages.

Press releases

Press releases targeted to general and industry media provide information about the Company’s regular business news that do not fulfil the criteria for a company announcement but are assessed to be newsworthy or otherwise of interest among stakeholders of the Company. Examples of business news published as press releases may include:

• smaller acquisitions and partnerships;

• smaller co-operation agreements;

• smaller investment projects;

• new products, services or solutions that do not meet the criteria for company announcement;

• such appointments at management level that do not meet the criteria for company announcement;

• advances in research;

• distinctions awarded to the Company. 

The Company will present an assessment of its likely future development (future outlook) that covers a period determined by the Company in its management report. If the Company so wishes, it may publish a profit forecast either by giving a verbal guidance, which often compares the profit with the corresponding period of the previous year or by giving numerical guidance on the level of the profit, for example in the form of a range for the anticipated profit. Giving a profit forecast is not mandatory, so the Company may, when giving a future outlook, focus on describing the Company’s future and operating environment on a more general level without giving a profit forecast. The estimates presented by the Company are based on the Company’s expectations for the future as of the date on which the future outlook is published. The Company must update its future prospects where necessary in connection with its profit releases. Irrespective of the form in which future outlook statements are given, they play a central role in assessing the need to issue a profit warning, which may never be delayed.

The Company continuously monitors the development of its result and financial position and estimates their likely future development. The Company issues a profit warning as soon as possible if the Company estimates that its results or financial position or estimates concerning future prospects will unexpectedly and significantly deviate, either positively or negatively, from the information that the Company has already disclosed. The need to issue a profit warning may also arise in a situation where the Company has not given a profit forecast, but has, for example, described the development of the market on a general level or has completely refrained from giving a future outlook due to, for example, market uncertainty. Therefore, a profit warning may also be required in the absence of a previous profit forecast in a situation where the Company estimates that its development deviates significantly from that which can be reasonably inferred from its previously published information.

A profit warning must always be issued as a separate company announcement from the financial report, even if they are published at the same time. A profit warning must always be issued as soon as possible, and it must reiterate previously provided estimates and disclose the reasons why the deviation has occurred. The decision to issue a profit warning will be made by the Chair of the Board of Directors or two members of the Board or, in exceptional circumstances, by the CEO, provided that it is justified due to the urgency of the matter.

Shareholders of the Company have an obligation to notify both the FIN-FSA and the Company of changes in their holdings when the holding reaches, exceeds or falls below certain thresholds. The Company has an obligation to publicly disclose such notifications. The notification form is available at the FIN-FSA’s website (https://www.finanssivalvonta.fi/en/financial-market-participants/capital-markets/issuers-and-investors/notification-of-major-holdings/ )

In accordance with Chapter 9, Section 5 of the SMA, changes in holdings must be disclosed when the holding reaches, exceeds or falls below 5%, 10%, 15%, 20%, 25%, 30%, 50%, 2/3 and 90% of the voting rights or the number of shares in the company.

The shareholder is responsible for submitting the notification once the threshold is breached. The flagging notification must be made without undue delay, but no later than the next trading day after the shareholder has learned or should have learned of a transaction leading to the breach of a notification threshold. The notifications to the Company shall be submitted to the email address notifications@sbih.group and to the FIN-FSA to liputukset@finanssivalvonta.fi. 

The notification is published by the Company:

• When the Company receives a notification of major holdings, it must publish the information in the notification without undue delay.

• If a shareholder’s notification is incomplete, the Company may supplement it, provided that this does not cause any unreasonable delay or inconvenience. In such a case, however, the Company should indicate the details it has added.

• The notification must also mention if the Company is not in possession of all the information required in the form. If additional information has been provided in the form, this information must also be disclosed.

The primary channel for investor communications is the Company’s website. On the website, the Company aims to provide reliable and timely information to ensure that the Company’s stakeholders have sufficient information to make a valuation of the Company and its securities. The Company also uses social media channels in its communications. However, the Company’s website or social media is not the primary communication channel for information to be disclosed under the disclosure obligation but such information shall always be disclosed through company announcements. The Company has prepared separate social media guidelines for its employees.

The company announcements are distributed simultaneously to Nasdaq Helsinki and the main media and published on the Company’s investor pages. The company announcements and press releases are made available on the Company’s investor pages for at least five years after their release. Financial reports are kept on the investor pages for at least ten years after their release.

The Company meets with capital market and media representatives and responds to queries submitted by shareholders, investors, analysts and the media without undue delay. The Company’s CEO, the Chair of the Board of Directors and CFO primarily carry out communications with investors and analysts, assisted by the Marketing and Communications Director. Marketing and Communications Director is primarily in charge of media relations.

The objective of the meetings is to provide information on the Company and its operating environment. Discussions with the media and capital markets representatives are based on information previously published by the Company or on information generally available to the public. New significant undisclosed or supplementary information that may constitute inside information may not be published or communicated during these events. Such information should be disclosed appropriately in a company announcement before being discussed with analysts. This also applies to situations where an issuer communicates its own unpublished conclusions about published information or comments on views presented by analysts in ways that are likely to materially affect the value of the Company’s securities.

The Company aims to make available to investors on its website the material used in investor and analyst meetings and result announcements in as up-to-date form as possible. The Company also aims, where possible, to organise analyst meetings as well as information events related to earnings announcements via the internet, and open to all willing participants.

The Company may publish a list of equity analysts covering the Company and their estimates on the Company’s website. Any opinions, estimates or forecasts regarding the Company’s performance made by analysts are theirs alone and do not represent opinions, forecasts or predictions of the Company or its management.

Upon request, the Company may review an analysis or report made by an analyst, but only with regard to the correctness of the information and based on disclosed information. The Company does not comment or take any responsibility for estimates or forecasts made by capital market representatives. Further, the Company does not comment to analysts on the Company’s valuation or the development of the price of its financial instruments, nor on an analyst’s forecast or the consensus forecast. The Company does not give preference to any particular analyst or distribute analyst reports to the investment community.

If the Company believes, for one reason or another, that analysts do not have a correct understanding of its financial performance based on previously published information, the Company shall assess the need to issue a company announcement in order to correct this understanding.

The Board of Directors reviews and approves financial statements, half year reports and the Report of the Board of Directors. The Board of Directors is primarily represented by the Chair.

Reports and releases published according to the periodic disclosure obligation are also approved by the Board of Directors. Disclosure of inside information and other company announcements under the ongoing disclosure obligation are approved by the Chair of the Board of Directors or two members of the Board or other designated board member appointed by the Board of Directors, or exceptionally when this is not possible due to the urgency of the matter, the CEO alone.

Press releases are approved by the CEO or CFO.

According to law, the Company is represented by the Board of Directors in all matters and by the CEO in all matters within the competence of the CEO. The CEO, CFO or other person authorized by the CEO are entitled to issue statements on behalf the Company. The CEO or CFO represents the Company in matters related to the Company’s financial performance. The Chair of the Board of Directors will issue statements concerning the Company’s ownership structure and other similar structural matters, and on matters pertaining to the CEO on behalf of the Company.

Marketing and Communications Director oversees media relations. Communication with the media is primarily the responsibility of the Marketing and Communications Director and the CEO.

In crisis situations, the CEO is responsible for communications. Crisis communications are carried out by designated persons, with the goal of distributing information in a reliable, fast, clear and proactive manner.

The Company does not comment on market rumours, its share price development, customers or competitors, or business issues under preparation unless it is necessary to correct relevant or incorrect information. The Company may consider publishing a company announcement to correct clearly incorrect or misleading information that is likely to have a significant impact on the price of the Company’s financial instruments.

In the event that confidential and material information has leaked to the public or the confidentiality of insider information cannot be guaranteed, the Company will disclose the matter as a company announcement as soon as possible.

The Company adheres to a 30-day silent period before the publication of a half year report or financial statements release. During the silent period, the Company will not give comments to the media or other parties on the Company’s financial position, markets or future outlook or meet with capital markets representatives. The silent period ends upon the disclosure of the financial results of the relevant reporting period.

If an event during the silent period requires immediate disclosure, the Company will publish the information without delay in accordance with regulations regarding the disclosure obligation, and after that, the Company may comment on the matter in question. General Meetings may be held during the silent period.

The Company discloses transaction notifications it receives from managers or persons closely associated with managers as defined in MAR Article 3(1)(25) and (26) in a company release without delay and no later than two working days after it has received the notification. Obligation to disclose transactions concluded with the Company’s financial instruments by the managers and persons closely associated with them is dealt with in more detail in the Company’s Insider Policy.

The Company has internal procedures in place (the so-called whistleblowing procedure) pursuant to which the employees can submit a report if they have a justified reason to suspect that someone employed by the Company has breached applicable laws, regulations or the Company code of conduct, internal policies and procedures. The employees of the Company can submit their reports through the Company’s whistleblowing channel. If there are any suspicions of a breach or if the breach can be proven, the matter will be submitted to competent authorities for inspection. Please see the Company’s Whistleblowing Policy for more detail.

The CEO, or a person named by the CEO, is responsible for the monitoring and interpretation of this Disclosure Policy. The CEO is entitled to decide on deviations from the policy in specific cases where there is good cause to do so within applicable laws and regulations.

The Company’s Board of Directors decides on possible changes to the Disclosure Policy. The CEO may make minor or technical alterations to this policy.