The disclosure policy describes the key principles that Lemonsoft, as a listed company, follows in all investor communications and financial reporting, as well as in discussions with its shareholders, other capital market participants, the media or other stakeholders. The key principles of disclosure are materiality, reliability, timeliness, comparability and fairness.
This is a summary of Lemonsoft Oyj’s (hereinafter referred to as “the Company”) disclosure policy. In its communications and disclosures, Lemonsoft complies with EU and Finnish legislation, the Market Abuse Regulation (EU) No 596/2014 (“MAR”), the rules of Nasdaq First North Growth Market Finland, the orders and guidelines of the Finnish Financial Supervisory Authority and the Company’s internal policies and guidelines.
Lemonsoft’s Board of Directors approved this disclosure policy on 5 October 2021 and it will be updated as necessary. The Company’s Board of Directors will review the disclosure policy annually.
Objectives and key disclosure principles
As a listed company, Lemonsoft has an obligation to provide investors with sufficiently reliable, comprehensive, timely and comparable information to facilitate investment decisions. The Company shall – impartially, simultaneously, consistently and without delay – make available to investors material and sufficient information on the Company’s operations, business environment, strategy, objectives and operating results to facilitate informed assessments of the Company and its financial instruments.
Lemonsoft shall observe the following principles in disclosing information to the market:
– the information shall be correct, reliable and meaningful
– the information shall be disclosed in a timely manner, without undue delay
– disclosures shall be consistent, accurate, impartial and transparent
– the information shall be made easily available to investors, market participants and the Company’s other stakeholders.
Responsibilities related to the disclosure obligation
The Board of Directors shall be responsible for the fulfilment of Lemonsoft’s disclosure obligation. The Board of Directors shall approve and confirm the Company’s disclosure policy. The CEO is responsible for the monitoring and interpretation of the disclosure policy.
Lemonsoft’s CEO and other individuals designated by the CEO shall be responsible for the Company’s relations with investors, shareholders and analysts. The Director of Communications shall be responsible for the publication of the Company’s press releases. Discussions with representatives of the media and the capital markets shall be based on information that has been previously published by the Company or publicly available in the market.
The Company’s adviser, approved in accordance with the provisions of the Nasdaq First North Growth Market Rulebook, shall be Danske Bank Oyj.
Lemonsoft’s primary communication channel for up-to-date investor information shall be the Company’s website (www.lemonsoft.fi), which is available to all investors on an impartial basis. The Company shall publish all of its company releases on its website in Finnish and English.
In accordance with the ongoing disclosure obligation, the company releases published by the Company shall be made available on its website for a minimum of five years and, in accordance with the periodic disclosure obligation, the financial reports published by the Company shall be made available on its website for a minimum of ten years.
The Company’s official reporting language is Finnish. All company releases shall be published in Finnish and English. Press releases shall be published in Finnish.
The Company shall publish, in the form of a company release, all decisions and information that are capable of having a material effect on the value of the shares issued by the Company as well as other disclosures required by the applicable regulations.
Lemonsoft shall publish its investor calendar in good time before each financial year begins. Lemonsoft’s periodic disclosures in the form of company releases include the following:
– financial statements release;
– financial statements and the report of the Board of Directors (as part of the financial statements or annual report);
– half-year report; and
– interim reports for the first three and first nine months of the financial year
The Company shall issue a press release to disclose matters that do not meet the criteria for a company release but are considered to be of interest to investors and the Company’s other stakeholders.
Outlook statements and profit warnings
Lemonsoft shall present an assessment of its future outlook in connection with its financial reporting. Estimates concerning the future outlook shall be justified and the reasoning behind them shall be provided. Due diligence shall be applied in drafting outlook statements.
Lemonsoft shall, without delay, issue a profit warning if the Company estimates that its financial position and/or future outlook deviates significantly – either positively or negatively – from information previously published by the Company and such a deviation may have a material effect on the value of the Company’s share.
Lemonsoft shall monitor market expectations of profit performance. Lemonsoft shall not be responsible for forecasts published by analysts, nor will the Company issue any corrections to such forecasts.
The Company shall not comment on its valuation or the price of its share. In the event that market expectations and forecasts deviate significantly from the Company’s view, the Company shall consider whether it has issued correct and adequate information to facilitate informed assessments of the Company and its financial instruments.
Transactions by persons discharging managerial responsibilities
The Company shall disclose transactions conducted in the Company’s financial instruments by persons discharging managerial responsibilities in the Company – and persons closely associated with them – as a company release without delay and no later than within two (2) business days of being notified of such transactions. Persons discharging managerial responsibilities refer to members of the Company’s Board of Directors, the CEO and members of the Management Team. The obligation to disclose transactions by persons discharging managerial responsibilities is addressed in more detail in the Company’s insider guidelines.
Lemonsoft shall disclose inside information directly concerning the Company as soon as possible unless the conditions for delayed disclosure are met.
Pursuant to the provisions of the Market Abuse Regulation, Lemonsoft may delay disclosure if all of the following conditions are met:
i. immediate disclosure is likely to prejudice the legitimate interests of Lemonsoft;
ii. delay of disclosure is not likely to mislead the public; and
iii. Lemonsoft is able to ensure the confidentiality of the information in question.
The obligation to disclose inside information and the procedures pertaining to delayed disclosure are addressed in more detail in the Company’s insider guidelines.
Silent period and closed period
Periodically published financial reports shall be preceded by a silent period starting 30 days before the date of publication of the next financial report. During silent periods, the Company’s representatives shall not issue comments pertaining to the Company’s financial results, financial position, market and future outlook. During silent periods, Lemonsoft’s managers and employees shall not meet with representatives of the capital markets or financial media to comment on issues related to the Company’s financial position, market outlook or business outlook. Lemonsoft observes a 30-day closed period in accordance with the Market Abuse Regulation. During a closed period, persons discharging managerial responsibilities and other Lemonsoft employees participating in the preparation of financial releases shall not buy or sell securities issued by Lemonsoft.