Vapo Oy´s Disclosure Policy

Vapo Group’s parent company Vapo Oy (“the Company”) is domiciled in Jyväskylä, Finland. The company is non-listed. Nevertheless, Vapo’s disclosure policy complies not only with Finnish legislation but also, as closely as possible, the rules and principles of Nasdaq Helsinki Ltd concerning disclosure obligations and the handling of unpublished inside information, because the Company has a bond listed on Nasdaq Helsinki.

The Company is owned by the Finnish State (50.1%) and Suomen Energiavarat Oy (49.9%). The Company does not publish a separate list of shareholders and insider register.

Vapo engages in active communication with all of its stakeholders. The key principles of Vapo’s communications are consistency, timeliness, accuracy and understandability. The Company aims to maintain stakeholder trust in Vapo. The Company’s disclosure is based on periodic and ongoing disclosure.

Periodic disclosure

Information pertaining to the Company’s financial situation, balance sheet, financing position, future outlook and other such matters is primarily provided in financial statements releases based on the audited financial statements as well as interim reports. Vapo publishes financial reports four and eight months into the financial year as well as a financial statements release that covers the final third of the year as well as the financial year in full.

As a rule, Vapo publishes its profit guidance — including the financial outlook and market outlook for the current financial year — only in its financial statements releases and interim reports. The financial outlook includes the management’s assessment of the development of turnover and profitability during the financial year, while the market outlook is based on the management’s current view of the operating environment, market development and the significant risks related to them.

A profit warning is issued as quickly as possible if the Company judges that its estimates of its profit, development of financial position, net sales, operating margin or other aspect of the future outlook will substantially deviate from previously published information either negatively or favourably (positive profit warning). If the financial result or financial position deviates unexpectedly and significantly from an estimate that can be reasonably made based on previously published information, Vapo will publish a release regarding the matter.

The Company publishes financial statements releases, interim reports and other releases relevant to the interpretation of the Company’s profitability or financial position without undue delay on its website (www.vapo.com) and as press releases in at least Finnish and English.

Vapo’s Annual Report includes the official audited consolidated financial statements and parent company financial statements, a Board of Directors’ reports that complements the financial statements, the auditor’s report and a separate Corporate Governance Statement and Remuneration Statement. The Annual Report is published at the latest three weeks before the Annual General Meeting. The Annual Report may be published only in electronic format. The Corporate Governance Statement and Remuneration Statement are published on the Company’s website.

Issuers of statements

Statements concerning the Company’s operations, development, strategy, financial position, market environment and future outlook can be issued by the Group CEO or his deputy, the CFO and the Director of Communications and Public Affairs. The heads of divisions and experts may issue statements on matters that fall within their respective areas of responsibility.

Shareholders, financing providers and analysts can be met by the Group CEO, the CFO and the other members of the Group Management Team. The discussions at such meetings are based on previously disclosed information.

Language and channels

All material information pertaining to Vapo is published simultaneously in Finnish and English to key media outlets and on the Company’s website. The financial statements, Board of Directors’ reports, Corporate Governance Statements, Auditor’s Reports and interim reports are made available on Vapo’s website for at least 10 years.

Rumours, market estimates and information leaks

As a rule, Vapo does not comment on any public rumours, analyst forecasts or the actions of competitors or customers. In the event that significant erroneous information concerning Vapo appears in public, the Company’s representatives will assess the quality of the information disclosed by the Company and provide further information if necessary. All significant information pertaining to the Company’s market value and assets is inside information until it has been published in accordance with Vapo’s disclosure principles. In the event of a leak of inside information while the matter in question is still under preparation, the Company will issue a release or comment on the matter at the earliest opportunity.

General Meetings of Shareholders

Vapo Oy’s supreme decision-making body is the General Meeting of Shareholders, whose duties are determined by the Articles of Association and the Finnish Limited Liability Companies Act. The Annual General Meeting decides on confirming the financial statements, the distribution of profit, discharging the members of the Board of Directors and the Group CEO from liability, the election of the members and Chairman of the Board of Directors and the auditor as well as their remuneration and other mat-ters that require a decision by the Annual General Meeting pursuant to the Limited Liability Companies Act and matters presented to the Annual General Meeting. The General Meeting of Shareholders is held at least once a year. The Annual General Meeting is held annually in accordance with the provisions of the Articles of Association and it is convened by the Board of Directors. An Extraordinary General Meeting may be held if the Board of Directors deems it necessary or there are legal grounds for doing so.

Crisis communication

Vapo has defined the Group’s crisis communication guidelines which apply to communication and the flow of information in crisis situations. If a situation is assessed to be a crisis, the Group’s Director of Communications and Public Affairs calls a meeting of the Group’s crisis communication team. Speed, an active approach and ensuring the quality of the published information are emphasised in crisis communication.

Internal guidelines

Vapo’s Disclosure Policy is published on Vapo’s website at www.vapo.com. In addition to this Disclosure Policy confirmed by the Board of Directors, Vapo has internal guide-lines concerning external communications. The internal recommendations include the principles that Vapo applies in its communications with the media, funding providers and investors and the principles that determine what kind information is distributed and when, who represents the Company in various situations and the practices for interacting with the media and investors. The purpose of the recommendations is to build and maintain Vapo’s reputation as well as ensure the consistency of communications and the appropriate disclosure of information.

Supervision and interpretation of the Disclosure Policy

Vapo Oy’s CEO is responsible for the supervision and interpretation of Vapo’s Disclosure Policy. The CEO or a person designated by the CEO will provide additional instructions, if necessary, on the practical implementation of the Disclosure Policy. In individual situations, the CEO has the right to deviate from the Disclosure Policy when weighty reasons require it and when such deviations comply with the relevant laws and regulations.

Validity

Vapo Oy’s Board of Directors confirmed the updated Disclosure Policy on 1st November 2019 and the policy entered into effect immediately thereafter.