General

Introduction
Norrhydro Group Plc is a Finnish public limited company whose shares are traded on the multilateral Nasdaq First North Growth Market Finland marketplace maintained by Nasdaq Helsinki Ltd. This disclosure policy, approved by the company's Board of Directors, describes the key principles and practices that Norrhydro follows in its communications with the capital market, media and other stakeholders. The principles laid out in this disclosure policy also apply to Norrhydro’s subsidiaries.

The disclosure policy is reviewed and revised regularly.

In all its communication, the company complies with the guidelines, rules and regulations of the Helsinki Stock Exchange, First North, ESMA (European Securities and Markets Authority) and Finland’s Financial Supervisory Authority, the Market Abuse Regulation (EU) N:o 596/2014 (MAR), and the obligations laid out in the Securities Markets Act, Limited Liability Companies Act and other legislation concerning companies listed in First North.

Communication
As Norrhydro is a listed company, it is obliged to provide investors with information that is sufficiently reliable, comprehensive, timely and comparable to facilitate the making of investment decisions. The company is obliged to ensure the equal, simultaneous, systematic and timely availability of essential and adequate information required to make justified estimates of the company and its financial instruments.

The company’s disclosure obligation consists of an ongoing and regular disclosure obligation. “Regular disclosure obligation” refers to regularly released information about the company’s financial position and results. “Ongoing disclosure obligation” refers to, above all, the release of insider information. “Insider information” refers to information of a precise nature which has not been made public, relating, directly or indirectly, to the company or one or more financial instruments issued by the company and which, if it were made public, would be likely to have a significant effect on the prices of those financial instruments or on the price of related derivative financial instruments. According to MAR, an issuer must disclose insider information that concerns the issuer directly as quickly as possible, unless the delay of disclosure is justifiable under MAR.

Regular disclosure obligation

Norrhydro releases the financial statements bulletin and financial statements, the report of the Board of Directors and the half-year report as company announcements according to a pre-determined annual schedule. Before the start of each financial period, the company publishes an event calendar (IR-calendar) on its website. The event calendar includes the release dates of the company’s financial reports, the release week of its annual report and the date of the Annual General Meeting.

Ongoing disclosure obligation

Insider information
Norrhydro publishes insider information concerning the company directly as a company announcement as quickly as possible, unless the delay of disclosure is justified. The obligation to disclose insider information and the principles of delaying the disclosure of information are addressed in closer detail in the company’s insider guidelines.

Management transactions 
Norrhydro discloses the transactions of the company's management and their related entities on the company’s financial instruments as a company announcement as quickly as possible and no later than two (2) working days after the notice given by the executive in question. “Executive” refers to a member of the Board of Directors, the CEO or a member of the Executive Management Team. The obligation to disclose the management transactions is addressed in closer detail in the company’s insider guidelines.

Other information disclosed under the Nasdaq First North Growth Market Rulebook
The company also discloses other information as a company announcement required by the Nasdaq First North Nordic Rulebook, including:

• related party transactions that deviate from the company’s regular transactions, excluding those that are clearly of little significance
• notices of General Meetings
• resolutions made at General Meetings
• changes in the composition of the Board of Directors or Management Team and a change of auditor or Certified Advisor
• introduction of an equity incentive programme
• issue of shares or financial instruments exercisable into shares
• changes in the amount of share capital or number of shares
• application to commence or give up trading on another market
• financially or strategically significant cooperation agreements
• financially or strategically significant new clients
• acquisitions and divestments
• new products and technologies
• patents
• other information relating to special conditions that can cause uncertainties concerning the company or the price formation of its financial instruments and that the Helsinki stock exchange may demand to be made public on a case-by-case basis.

Announcements and statements

Company announcements
The following information is released as a company announcement: financial statements, half-year reports, and insider information concerning the company directly, including strategically significant information, significant changes in the company’s financial or future outlook, important agreements or other business transactions that deviate from the company’s normal transactions due to their high value or strategic importance, and sudden and significant changes in the company’s financial situation. In addition, the management transactions, changes to the Executive Management Team or Board of Directors and changes of auditor are disclosed as a company announcement.

Company announcements are given to key domestic media simultaneously via an announcement distribution service. All announcements are also simultaneously published on the company website. The company’s reporting language is Finnish.

Press releases
Information that does not meet the company announcement criteria but is deemed interesting to investors and other stakeholders is disclosed through press releases.

Statements
Statements concerning the company’s business activities, financial development or future outlook are made by the CEO. Statements concerning acquisitions, divestments and strategic arrangements are given by the CEO or the Chair of the Board of Directors.

Rumours and analyst forecasts

Norrhydro does not comment on rumours circulating in the media. However, if a market rumour has potential to have a significant impact on the value of the company’s financial instruments, the company may, at its discretion, release a statement to provide accurate information or correct false or misleading information.

If a market rumour is clearly related to insider information, the disclosure of which the company has delayed, and the rumour is accurate enough to indicate that the confidentiality of the information in question can no longer be guaranteed, the company will disclose the information as a company announcement as soon as possible.

The Board of Directors is responsible for communications relating to market rumours.

The company does not rectify analyst forecasts or comment on the company’s valuation or the development of share prices. The company is not liable for or comment on any estimates made by capital market representatives. Upon request, the company may review an analysis or report made by an analyst to ensure its accuracy, but it does not comment on the conclusions drawn.

If the company detects that an analyst’s conclusions about the value of the company’s financial instruments deviate significantly from the company’s own estimate, the company shall ensure that it has provided accurate and adequate information about the company and its financial instruments.

Future outlook and financial targets

The company gives an estimate of its future outlook and its financial targets in connection with its financial reports. Any changes to previously released financial targets are published in connection with financial reports or separately as a company announcement.

Profit warnings
The company shall issue a profit warning as soon as possible if it estimates that the company’s results or financial position have grown significantly more positive (positive profit warning) or negative (negative profit warning) since its last estimate. A profit warning is based on the company’s previous public estimates or conclusions that can be made based on information previously released by the company.

A company announcement is always made regarding profit warnings.

Investor communications
The objective of the company’s investor relations is to support the accurate value creation of the company’s financial instruments by communicating actively with capital market operators. Company executives meet investors and equity analysts at events and meetings, the purpose of which is to introduce them to the company, its business activities, strategy, operating environment, objectives, and financial results. Discussions with investors, analysts and media representatives are limited to public information and information that is generally available on the market.

The CEO and the Chairman of the Board of Directors make statements concerning the company to the capital market. Other persons may make statements about the company only under authorisation by the CEO or the Chairman of the Board of Directors.

Crisis communication
Norrhydro’s crisis communication is managed by the CEO and/or the Chairman of the Board of Directors. The objective of crisis communication is to share information in a coordinated, quick, clear, equal and open manner.

Website
Norrhydro’s main communication channel for up-to-date investor information is the company website. The company publishes all its announcements on the website in Finnish.

The company keeps all published company announcements and financial reports on the website for at least five (5) years.

Silent period and closed window
Regularly released financial reports are preceded by a silent period that begins thirty (30) days before the release of the next financial report. During the silent period, company representatives do not meet capital market or media representatives or comment on the company’s financial situation, market or future outlook. The silent period ends when the financial statement bulletin or half-year report is released.

If an event that requires immediate disclosure (e.g. significant business transaction) occurs during the silent period, Norrhydro will disclose the information without delay pursuant to the guidelines for the disclosure of insider information. Norrhydro may comment on the event after the information has been made public.

Before the release of a half-year report or financial statements, MAR sets a 30-day closed window for the company executives. During this period, company executives are not allowed to, directly or indirectly, trade on the company’s financial instruments for themselves or on behalf of a third party.

Insider guidelines
Norrhydro complies with the insider guidelines of the Helsinki stock exchange and Nasdaq First North Growth Market Rulebook. The company also has its own insider guidelines approved by the Board of Directors.