Disclosure Policy

This Disclosure Policy of Kreate Group Plc (“Kreate” or the “Company“) describes the general principles and procedures that the Company adheres to in its communication with capital markets. The company adheres to this Disclosure Policy also in its financial reporting.

Kreate complies with applicable EU and Finnish legislation, the Nordic Main Market Rulebook for Issuers of Shares and guidelines (including Nasdaq Helsinki Ltd. – Guidelines for Insiders) of Nasdaq Helsinki Ltd. (the “Nasdaq Helsinki“), the regulations and guidelines of the European Securities and Markets Authority (“ESMA“) and the Finnish Financial Supervisory Authority, the Finnish Corporate Governance Code as well as Company’s principles of management and other internal guidelines in its communications.

The key principles of Kreate’s communications are consistency, accuracy, transparency, activeness and fairness. Kreate communicates information, whether positive or negative, consistently and simultaneously to the capital markets and stakeholders.

The aim of Kreate’s communications is to support the accuracy of the pricing of Kreate’s shares and other possible financial instruments issued by the company by providing the capital markets with timely, reliable, accurate and relevant information on the operations, operational environment, strategy, targets and financial position of the company.

Kreate shall disclose as soon as possible information required to be disclosed by disclosure obligations. All releases are published on Kreate’s website in addition to other applicable distribution channels. Information is disclosed in Finnish and in English.

Communication with capital market participants at Kreate is centralised under the responsibility of the President and CEO, the CFO, and the Investor Relations and Sustainability Manager reporting to the CFO. The President and CEO or other members of management do not comment on matters related to the Board of Directors. The Board is typically represented by its Chair.

Kreate’s President and CEO, CFO and Investor Relations and Sustainability Manager act as the Company’s primary spokespersons and are mainly responsible for contacts with investors, shareholders and analysts. The Investor Relations and Sustainability Manager acts as the investor contact person and coordinates investor relations and investor communications.

No other person, including persons responsible for Kreate’s business operations, may communicate with capital market representatives on behalf of the Company without prior approval from the President and CEO or the CFO.

Kreate meets and actively pursues dialogue with representatives of the capital markets and media. Kreate responds to queries from the company’s shareholders, investors, analysts and the media without undue delay when responding is in the best interest of the company.

The objective of the meetings is to provide information on Kreate and its operating environment. Any material matters discussed in the meetings shall already have been made public before and may not provide new information affecting the value of the company’s share and other financial instruments. Materials of the meetings with investors and analysts will be published on Company’s website.

Kreate does not comment on the valuation of the Company or the development of its share price, does not favour individual analysts, and does not distribute analysts’ reports to investors unless it concerns so-called sponsored research.

Kreate observes a 30-day silent period in its communication with investors and the media. The silent period precedes the publication of financial statements release, half-yearly report and quarterly financial report. During the silent period, results or factors affecting it are not discussed with the representatives of capital markets or media. The silent period ends when financial statements release, half-yearly report or quarterly financial report is published.

Should an event requiring immediate disclosure occur during the silent period, Kreate shall disclose said information without delay in accordance with applicable disclosure obligations and may, after the disclosure, comment on said event.

The primary channels of communication of Kreate are stock exchange releases, investor news, press releases and other releases and news, materials on the Company’s website as well as various meetings and events.

The company’s stock exchange releases are the method of publishing regulated disclosure concerning Kreate. Inside information as well as other information required by applicable legislation and Rules of Nasdaq Helsinki shall be disclosed through stock exchange release.

The company’s website www.kreategroup.fi/en is the principal source of other information on Kreate. Kreate may also use other channels of publication for the sharing of information concerning the company.

Kreate will as soon as possible disclose inside information concerning the company through a stock exchange release (see section 7 in more detail), as well as any other information which is to be disclosed through a stock exchange release under applicable regulations. Inside information can relate to, for example:

• material changes in the company’s performance or financial position;
• material M&A transactions or other material changes in the company’s business;
• any decisions or transactions material to the company, such as decisions on investments or divestments, agreements on acquisitions of companies or businesses, co-operation agreements or other material agreements that the company is about to enter into;
• information regarding the company’s share issues, share repurchases or other changes in its shares; and
• material decisions made by the authorities concerning the company, and in respect of legal proceedings, their outcome or settlement.

In addition, the company shall disclose through stock exchange releases any decisions, information and events as required by law and the Rules of Nasdaq Helsinki, including the following:

• financial reports (see section 6 in more detail);
• notices of general meetings of shareholders and decisions of general meetings of shareholders;
• changes in the Board of Directors or top management or change of auditor;
• proposals and decisions on changing the company’s share capital or number of shares or other financial instruments relating to Kreate’s shares and issued by the company, unless the proposal or decision is insignificant;
• possible decisions on the introduction of a share-based incentive scheme;
• transactions between the company and its related parties;
• significant changes in the company’s operations;
• decisions on listing company’s financial instruments;
• managers’ transactions (see section 10 in more detail);
• notifications of major holdings; and
• information on special situations or circumstances that generate significant uncertainty regarding fair trading in the company’s financial instrument or the reliable price formation of the financial instrument on Nasdaq Helsinki.

Stock exchange releases are delivered to the Nasdaq Helsinki and key media and published on Kreate’s website. In addition, the stock exchange releases are delivered to the national storage mechanism of Finnish Financial Supervisory Authority.

Investor news will include news that does not meet the requirements set for a stock exchange release but which the company considers of interest to investors and which is not inside information in nature. Investor news may include, for example:

• news related to acquisitions (if the information is not inside information)
• news concerning new businesses or geographical areas
• other news with a strategic perspective
• news concerning wins and additions to the order backlog that the company is permitted to publish and which the company considers newsworthy from an investor perspective, without being inside information
  • the company does not publish wins and additions to the order backlog subject to confidentiality agreements
  • in assessing news value, the company considers EUR 10 million as an indicative minimum threshold

The company always assesses the nature of the matter to be disclosed also from the perspective of inside information. If the information is considered to constitute inside information, it will be published as a stock exchange release in accordance with applicable regulation.

Press releases will include all wins and additions to the order backlog exceeding EUR 5 million that the company is permitted to publish and that are not inside information.

In addition, news that does not meet the criteria for a stock exchange release or investor news but which the company considers newsworthy or otherwise of interest to stakeholders may be published on Kreate’s website as a press release, other release or news item.

Before the start of each financial year, Kreate publishes a stock exchange release listing the dates on which it aims to disclose financial reports and the date of the Annual General Meeting. The financial calendar is also available on Kreate’s website.

Kreate publishes quarterly financial reports, half-yearly reports, the financial statements release, the financial statement and the report of Board of Directors as well as the audit report. The aforementioned documents are prepared in accordance with the International Financial Reporting Standards (IFRS) and the European Sustainability Reporting Standards (ESRS).

Kreate may also publish an annual report that includes, along with the financial statement, the report of Board of Directors and the audit report, more extensive information on the company’s business activities. In addition, the company discloses all other financial information as required by applicable legislation and regulations that the company must comply with.

In addition, the company publishes its Corporate Governance Statement and Remuneration Report for Governing Bodies on its website. Other content required by the Finnish Corporate Governance Code is also available on Kreate’s website.

Kreate complies with the requirements of the Market Abuse Regulation (596/2014/EU, “MAR“), the regulations and guidelines of ESMA and the Finnish Financial Supervisory Authority, Finnish legislation, Rules of the Nasdaq Helsinki, Guidelines for Insiders of Nasdaq Helsinki as well as the company’s own insider policy approved by the Board of Directors in its insider instructions and administration.

The insider administration of Kreate is described more thoroughly on the company’s website and in the insider policy.

Kreate will as soon as possible publicly disclose inside information, which directly concerns the company, by means of a stock exchange release unless the Company resolves to delay the disclosure of inside information. In accordance with Article 17 of the MAR, Kreate may, on its own responsibility, delay the disclosure of inside information provided that all of the following conditions are met:

• immediate disclosure of the information is likely to prejudice the legitimate interests of Kreate;
• the inside information whose disclosure is delayed must not be inconsistent with Kreate’s previous public announcements or other communications issued by Kreate on the same matter; and
• Kreate is able to ensure the confidentiality of the information.

As a rule, the delay procedure concerning the disclosure of inside information is not applied to intermediate steps in protracted processes. If the delay of disclosure of inside information becomes applicable, the Company assesses on a case-by-case basis whether the conditions for delay are met. Assessment of whether the conditions for the delay are met and decision to delay the disclosure of inside information are made by the company’s Board of Directors.

Kreate documents the fulfilment of the conditions for delay in accordance with the applicable regulation when making a decision to delay disclosure. The Company discloses inside information as soon as possible after the conditions for delay are no longer met. The decision to delay is notified to the Finnish Financial Supervisory Authority after the information has been disclosed in the manner required by the regulation in force at the time.

Kreate discloses estimates of its outlook for the current financial year in the connection of financial statement releases, half-yearly reports and quarterly financial reports.

The statements and estimates made shall be based on management’s view of the outlook for the Company and its operations at the time of their issuance. No other forward-looking estimates are given to any party outside of the said estimates.

Kreate does not comment on market rumours, speculations, valuation or price performance of the Company’s share, or actions of competitors or customers. The company may publicly disclose a stock exchange release to correct clearly incorrect or misleading information that is likely to have a significant effect on the price of Kreate’s financial instruments

If undisclosed inside information has fallen into the hands of someone who is not, by virtue of the regulations concerning insiders or other rules, authorised to receive such information, Kreate shall make the information public by means of a stock exchange release as soon as possible. The same applies to inside information regarding which there are rumours based on which it may be concluded that the confidentiality of such inside information can no longer be ensured.

Kreate issues a profit warning by means of a stock exchange release if it is likely that the company’s development during the reporting period will deviate from assessments that have previously been issued publicly and from what can be justifiably concluded based on previously published information.

Any decision on issuing a profit warning is made by the Board of Directors of Kreate.

Kreate has set up a whistle-blowing procedure in order for the persons employed by the company to have means of notifying cases in which there is reasonable doubt that someone employed by the company would have violated laws and regulations concerning securities markets.

The notifications are reviewed by a person authorised by the company. If there reason to suspect an infringement based on such report or if the infringement can be proven, the company shall take the case to the competent authorities.

Kreate has made preparations for situations of exceptional communication needs by properly instructing its relevant personnel. The company has also prepared a crisis communications plan that specifies the principles and responsibilities of Kreate’s communications during crisis situations.

The CEO of Kreate is responsible for the management of the company’s crisis communications. Kreate’s crisis group is formed by the Chairman of the Board of Directors of Kreate, the CEO and the CFO.

The Board of Directors of Kreate is responsible for the supervision and interpretation of the company’s Disclosure Policy. The CEO and the CFO of Kreate give further instructions regarding the execution of the Disclosure Policy.

In individual cases, for weighty reasons and within the limits of applicable laws and regulations, the CEO or the CFO of Kreate may to deviate from the disclosure policy.

In accordance with Article 19 of the MAR, persons discharging managerial responsibilities within the company and persons closely associated with them are obliged to notify Kreate and the Finnish Financial Supervisory Authority of transactions conducted on their own account in Kreate’s financial instruments. The notifications must be made promptly and no later than three business days from the date of the transaction. Kreate will publish the notification it has received as a stock exchange release within two business days from receiving the notification.

Members of the Board of Directors and the Executive Team of Kreate as well as certain other company staff members may not execute transactions on their own account or for the account of a third party, directly or indirectly, in Kreate’s financial instruments during a period of 30 days before the disclosure of financial statements release, half-yearly report or quarterly financial report, the day of the disclosure included.

Kreate’s Board of Directors decides on the amendments of this Disclosure Policy. However, minor or technical amendments to this Disclosure Policy may be approved by the Executive Team of Kreate.