Disclosure policy

Disclosure principles and objectives

The purpose of this disclosure policy is to define the practices that Lehto Group Plc (“Lehto” or “the Company”) complies with when communicating with the capital market, media and other stakeholders.

Lehto complies with European Union regulations and other applicable laws, rules and regulations, Finnish law, the rules and regulations issued by NASDAQ Helsinki, guidelines provided by the Finnish Financial Supervisory Authority and the Company´s Corporate Governance principles.

The target of this disclosure policy is to ensure that relevant, adequate and correct information on the Company and its business is available simultaneously to the market to establish the price formation of financial instruments issued by the Company. Information will be published as soon as possible and equitably to all parties acting on the market.

The key principles in Lehto’s communications are honesty, transparency, consistency and equitability.

This disclosure policy has been approved by the Company’s Board of Directors and it will be updated whenever necessary.

Any questions regarding this disclosure policy, please contact CFO Veli-Pekka Paloranta, +358 400 944 074.

Reporting schedules

Regular disclosure and other regular reporting

The Company publishes regularly:

• Half year financial report
• Financial statements release
• Complete financial statements no later than three weeks prior to the annual general meeting deciding on its approval
• Board of directors’ report in connection with publishing the financial statements
• Auditors’ report in connection with publishing the financial statements
• Corporate Governance Statement and Remuneration Statement in connection with publishing the Board of directors’ report.

Lehto publishes information about its financial reporting schedule in advance. The publication dates for the upcoming financial period are announced prior to the close of the previous financial period.

Silent period

Lehto observes a 30 days silent period prior to the publication of financial results. During the silent period Lehto’s representatives do not meet with representatives of the capital markets, nor do they comment on issues related to the Company’s financial situation, market or future outlook. The schedule for financial results announcements and silent periods are available on the investor calendar on Lehto´s investor website.

If an event during the silent period requires immediate publication, Lehto will publish the information without undue delay in accordance with disclosure rules and regulations and may comment on the event in question.

Disclosing inside information

In accordance with ongoing duty of disclosure, the Company discloses inside information concerning the Company or its financial instruments with a stock exchange release as soon as possible, unless existing circumstances ensue that the conditions for delay of disclosure of the specific inside information in question are met.

Inside information refers to information that is accurate and undisclosed by nature and that is directly or indirectly related to the Company or the Company’s financial instrument and which, in case it was disclosed, would probably have a significant impact on the price of the financial instrument or on the price of financial derivatives related to the financial instrument in question.

Delayed disclosure of inside information

In accordance with the provisions of MAR, the Company can delay the public disclosure of inside information at its own risk, provided that all the below conditions are met:

• Immediate disclosure 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 that information.

The decision on the delay of disclosure is made by the CEO and CFO of the Company.

Matters to be communicated, guidance and profit warning

The reports covered by the regular duty of disclosure include key information about the Company´s financial situation, results and their development. Financial figures are reported on Group level as Lehto has only one segment to be reported. The Company may also present other financial information on the development of the business activities, such as the net sales of the Company’s service areas.

Guidance

The Company may present an estimate on the Company’s financial or market outlook and/or its financial guidance in the financial statements bulletin, half year financial report or business review releases on the first and third quarter. The estimates presented by the Company are based on the future outlook view at the time of publication. The actual results may substantially deviate from the development forecasted by the Company. Forward looking statements are mainly estimated on Lehto Group level and if not otherwise advised it concerns the current financial year.

Profit warning

A profit warning will be published as soon as possible with a stock exchange bulletin if the view on matters affecting the guidance such as changes in the businesses or business or market environment have materially changed either in a negative or positive way (positive profit warning) than expected in the published guidance. The need to issue a profit warning is assessed and decided on by Lehto’s CEO, CFO, Chairman of the Board of Directors and Chairman of the Audit Committee. Three of them must be in favour of issuing a profit warning.

In accordance with ongoing duty of disclosure, the Company publishes inside information concerning the Company or its financial instruments as soon as possible. Inside information to be disclosed includes e.g.:

• Substantial changes in the future outlook (positive and negative profit warnings)
• Strategy and its changes
• Changes in financial targets
• Significant investments and financial arrangements
• Significant acquisitions, divestments and partnership agreements
• Significant organizational changes and changes in the composition of the Board of Directors, the CEO, the management team and the auditor
• Decisions by authorities, significant legal actions or other proceedings by authorities and decisions ruled in the proceedings
• Significant reorganizations of business operations
• Significant individual projects, investor transactions and orders of backlog

The Company also provides stock exchange bulletins about:

• Invitations to the Annual General Meeting of Shareholders
• Resolutions passed by the Annual General Meeting
• Significant share-based incentive systems
• Flagging notifications
• Proposals of the shareholders’ nomination committee to the Annual General Meeting if these proposals are completed before the release of the invitation to the Annual General Meeting of Shareholders.

The principle regarding significant projects is that the Company’s own-developed projects are published when the decision to start the project has been made. Contractor based projects and investor transactions are published once the agreement has been signed.

Orders, agreements and corporate arrangements that are deemed to have a material impact on the value of the Company’s share are announced in stock exchange releases. As a rule, acquisitions that fulfil the criteria for publication as stock exchange releases are announced no later than when a binding agreement has been signed. Acquisitions or investments that are lower in value but strategically important may also be announced as stock exchange releases.

Lehto has in use internal guidelines and instructions to assess substantiality and materiality.

Changes in ownership

Under the provisions of the Finnish Securities Markets Act (Chapter 9, Section 5) shareholders of listed companies have an obligation to notify both the Finnish Financial Supervision Authority and the listed company of changes in their ownership. Changes must be notified when the holding reaches, exceeds or falls below 5%, 10%, 15%, 20%, 25%, 30%, 50%, two thirds or 90% of the voting rights or the numbers of shares of the Company. Lehto will publish these changes in a stock exchange release without undue delay after the Company has been informed about the change by a shareholder.

Information and communication channels

The Company´s releases are divided into two categories: stock exchange releases and press releases. The category of release is assessed based on the materiality and relevance of the information and according to the target group.

Stock exchange releases

The Company publishes the inside information and other issues defined in section 3 with a stock exchange release as soon as possible. The Company also publishes by stock exchange releases information based on regular disclosure obligations. Stock exchange releases are published in Finnish and English.

The Company’s CEO or a person authorized by the CEO approves the stock exchange releases and the Investor Relations and Communications function publishes them. The stock exchange releases concerning transactions by managers and persons closely associated with them subject to the reporting obligations are approved and published by the Investor Relations and Communications function.

Press releases

Press releases are used to communicate events related to Lehto’s business operations that do not fulfill the criteria for a stock exchange release but are estimated to be newsworthy or otherwise of interest to the Company’s stakeholders. Acquisitions, divestments, co-operation agreements and investments that do not fulfill the criteria of a stock exchange release shall be as a rule published by a press release.

Communication channels, distribution of releases and their availability, languages

All significant information regarding Lehto is simultaneously published in Finnish and English via Nasdaq Helsinki for the major media channels and on the Company’s website www.lehto.fi.

The main source of information about Lehto is the Company’s website at www.lehto.fi. All stock exchange releases and press releases published by the Company are available on Lehto’s website when the information has been published. The information disclosed in accordance with the disclosure obligation is kept available on the Company’s website a minimum of five (5) years. The financial statement, report by the Board of Directors, auditor’s report and half year financial report as well as the corporate governance statement are, however, kept available a minimum of ten (10) years time.

For Company’s stakeholders to obtain information other than stock exchange releases equally and simultaneously the Company disposes also materials used in investor and analyst meetings on its website to be available without undue delay.

The Company employs social media in its communications. Social media is never the primary communications channel when the publication of information that is subject to disclosure obligations or other new information is in question. The role of social media is to support other communications channels and to distribute information further that has been published in official channels, in compliance with disclosure obligations.

In addition to its website, the Company uses various methods and channels to communicate with stakeholders, such as releases and other publications, social media channels, interviews, public appearances, conference calls and webcasts.

All stock exchange releases are published in Finnish and English. A part of the press releases are published only in Finnish.

Crisis communications

The CEO of Lehto is responsible for crisis communications. Depending on the situation the communications can be assigned to designated persons. The focus of communications is the assurance of the quality of information published, transparency, honesty and speed.

Rumors, market assessments and information leaks

As a rule, Lehto does not comment any rumors circulating in the public, share price performance or analysts’ estimates. However, if rumors have a material effect on the price of the financial instruments issued by the Company, Lehto may consider issuing a stock exchange release to rectify any rumors or essentially incorrect information.

If information materially affecting the value of the Company’s financial instruments has been prematurely leaked to the public, Lehto will issue a stock exchange release on the matter.

Guidelines for insiders

Lehto complies with the Guidelines for Insiders issued by Nasdaq Helsinki. In addition, Lehto has Insider Guidelines that has been approved by the Board of Directors.

Interpretations and deviations

The CEO of Lehto is responsible for the supervision and interpretation of Lehto’s disclosure policy. The CEO or the CFO gives further instructions on the practical implementation of the policy. The Company is entitled to deviate in specific cases from this policy for weighty reasons within applicable laws and regulations.