Rulebook

a.Fixed income instruments may be admitted to trading on Nasdaq First North Bond Market where the Exchange finds that they meet Nasdaq First North Bond Market’s requirements for admission to trading.

b.The Exchange may impose any special eligibility requirement on the Issuer that it deems appropriate in order to protect investors and the reputation of the marketplace. Irrespective of whether an Issuer satisfies all the requirements, the Exchange shall be entitled to reject the application if it concludes that an approval might damage public confidence in the Exchange or the securities market.

c.The Exchange shall, upon request, be given immediate access to all information from the Issuer as it deems necessary for an assessment of the Issuer.

2.2.1 Requirements for Fixed Income Instruments and Issuers

2.2.2 Company Description

2.2.3 Organizational Requirements

The Issuer must possess the organization and staff required in order to comply with the requirements regarding disclosure of information to the market as set forth in Chapter 4.

2.2.4 Information about the Management

As part of the application process, the Issuer shall inform the Exchange about historical or ongoing bankruptcy, liquidation or similar procedure and also fraud related convictions or ongoing procedures in which any person in the management and/or Board of Directors of the Issuer has been involved. The historical information shall cover at least the five previous years.

2.2.5 Retention of Liquidity Services

a.The Company Description shall at least include the following information about the Issuer:

1. a description of the Issuer, including the business model, organization, competitive situation, most significant markets, most significant risk factors and the reasons for the decision to apply for admission to trading including the intended use of the proceeds;

2. the Issuer’s annual financial reports for the last two years, where applicable. Where applicable in the relevant accounting laws, the accounts shall also include consolidated accounts for the Issuer and all its subsidiaries;

3. the Issuer’s most recent half-yearly or quarterly report if such has been published;

4. comments on the financial development regarding the period covered by the financial history. If there are material changes between the periods for individual financial items, this shall be explained;

5. a description of the Board of Directors and the management of the Issuer;

6. a brief summary of all material contracts that are not entered into in the ordinary course of business, which could result in the Issuer, or another company within the same group of companies as the Issuer, being under an obligation or entitlement that is material to the Issuer’s ability to meet its obligations to fixed income instrument holders in respect of the fixed income instruments being issued;

7. a description of the ownership structure, including any shareholdings in the Issuer held by the Board of Directors and management;

8. description of any transactions with persons discharging managerial responsibilities in the Issuer, Board members, affiliates to such persons, major owners or another company within the same group as the Issuer;

9. the date of the first annual general meeting following the application as well as the scheduled date for first publication of the audited or unaudited annual earnings figures or annual financial report and half-yearly or quarterly report as the case may be, following such application;

10. other relevant information depending on specific circumstances, such as tax, litigation etc., which may have or have had in the recent past, significant effects on the Issuer and/or group’s financial position or profitability; and

11. the identity of any liquidity provider retained by the Issuer.

b.The Company Description shall at least include the following information about the fixed income instruments;

1. a description of the fixed income instruments including the terms and conditions for the issue;

2. a description of the ranking of the fixed income instruments being admitted to trading, including summaries of any clauses that are intended to affect ranking or subordinate the fixed income instruments to any present or future liabilities of the Issuer;

3. a description of the rights, including any limitations of these, attached to the fixed income instruments and procedure for the exercise of said rights;

4. a description of any arrangement intended to ensure that any obligation of the Issuer material to the fixed income instruments will be duly serviced whether in form of a guarantee or similar. The description must include a description similar to the description of the Issuer of any such guarantor or similar;

5. a description of any assets backing the fixed income instruments. The description must include all relevant information about the assets backing the fixed income instruments including the loan to value ratio or level of collateralisation or similar. In addition the description must include a confirmation that the assets backing the fixed income instruments have characteristics that demonstrate the capacity to produce funds to service any payments due and payable on the fixed income instruments;

6. a description of any representation of fixed income instrument holders including an identification of the organization representing such instrument holders and provisions applying to such representation including a description of the governance structure. Indication of where fixed income instrument holders may have access to the contracts relating to these forms of representation; and

7. details of any public credit ratings assigned to the Issuer or its fixed income instruments at the request or with the co-operation of the Issuer in the rating process.

c.A disclaimer concerning the Nasdaq First North Bond Market shall be put on the first page of the Company Description (see Appendix B).

d.Issuers, whose securities are already admitted to trading on a regulated market, Nasdaq First North or an equivalent recognized marketplace, are exempted from the requirements in Section 3.2(a) (i) to (v) if they are seeking admission to trading of fixed income instruments which are:

1. only offered to investors who each must invest a minimum of EUR 100,000, or the equivalent amount in another currency, in the initial offering, or

2. denominated in units larger than or equal to EUR 100,000, or the equivalent amount in another currency.

Furthermore, Issuers seeking admission to trading of fixed income instruments, which are denominated in units larger than or equal to EUR 100,000, or the equivalent amount in another currency, are, in any case, exempted from the requirement in Section 3.2(a) (iv).

a.Information about the Company Description shall be published in a press release/announcement and the Company Description shall be put on the Issuer’s website not later than one business day prior to the first day of admission to trading.

b.Publication of a prospectus shall take place in accordance with relevant national prospectus legislation.

Guidance by the Exchange regarding the interpretation of MAR

Article 17 of MAR sets out the disclosure obligations in respect of inside information. The term inside information is defined in Article 7 of MAR. According to Article 17 the Issuer, may, on its own responsibility, delay disclosure to the public of inside information provided that all of the conditions set out in MAR are met.5

Set out below in this Section 4.1 is guidance on certain circumstances and events that in the Exchange’s view may involve inside information under MAR. The intention of the guidance is to facilitate the Issuer’s compliance with MAR and to provide guidance on the Exchange’s view on the Issuer’s disclosure requirements under MAR. The Issuer’s obligations to publicly disclose inside information is regulated by MAR, including its implementing measures and relevant European Securities and Markets Authority (“ESMA”) guidelines and it is not the intention that the guidance provided in this Section 4.1 should impose additional obligations on the Issuer than those imposed by MAR.

Disclosure of inside information

The Issuer should ensure that all market participants have simultaneous access to any inside information about the Issuer. The Issuer should therefore ensure that inside information is treated confidentially and that no unauthorised party is given such information prior disclosure. Unless the inside information is simultaneously made public to the market, it should not be disclosed to analysts, journalists, or any other parties (either individually or in groups).

In special cases, where the disclosure of inside information is made in the normal course of the exercise of employment, profession or duties and where the person receiving the information owes a duty of confidentiality it may, however, be possible for an Issuer to provide information before the public disclosure to persons who take an active part in the decision process or as a part of their professional role is involved in the information process. This could, for example, concern information to rating institutions prior to credit ratings or to lenders prior to significant credit decisions.6

The Issuer cannot evade its disclosure obligation by entering into an agreement with another party stating that specific information, or details in such information, should not be disclosed by the Issuer.

The determination of what constitutes inside information must be based on the facts and circumstances in each case and, where doubts persist, the Issuer may contact the Exchange for guidance. The Exchange’s employees are subject to a duty of confidentiality. However, the Issuer is always ultimately responsible for fulfilling its duty of disclosure under MAR and these Rules.

In evaluating what may constitute inside information the factors to be considered may include:

• the expected extent or importance of the decision, fact or circumstance compared to the Issuer’s activities as whole;

• the relevance of the information as regards the main determinants of the price of the Issuer’s financial instruments; and

• all other market variables that may affect the price of the financial instruments.

Please also be informed that according to MAR, where inside information concerns a process which occurs in stages, each stage of the process, as well as the overall process, could constitute inside information.

When the Issuer has received the information from an external party, also the reliability of the source can be taken into consideration.

An additional basis for evaluation is whether similar information in the past had an effect on the price of the financial instruments or if the Issuer itself has previously treated similar circumstances as inside information. Of course this does not prevent Issuers from making changes to their disclosure policies, but inconsistent treatment of similar information should be avoided.

As a general rule, the Issuer should disclose information which, if it were made public, would be likely to have a significant effect on the prices of the Issuer´s financial instruments. It is not required that actual changes in the price of the financial instruments occur. The effect on the price of the financial instruments may vary and should be determined on an Issuer by Issuer’s basis, taking into account, among other things, the price trend of the financial instruments, the relevant industry in question, and the actual market circumstances.

Timing and methodology for disclosure

An issuer should inform the public as soon as possible of inside information which directly concerns that issuer. The issuer should ensure that the inside information is made public in a manner which enables fast access and complete, correct and timely assessment of the information by the public.

The Issuer should not combine the disclosure of inside information to the public with the marketing of its activities.

The information the Issuer discloses must reflect the Issuer’s actual situation and may not be misleading or inaccurate in any manner. The information should contain facts which provide sufficient guidance to enable evaluation of such information and its effect on the price of the Issuer’s financial instruments. Also information omitted from an announcement may cause the announcement to be inaccurate or misleading.

The most important information in an announcement should be clearly presented at the beginning of the announcement. Each announcement by the Issuer should have a heading indicating the substance of the announcement.

It is not possible to provide inside information e.g. at general meetings or analyst presentations without disclosure of the information. If the Issuer intends to provide such information during such a meeting or presentation, the Issuer must simultaneously – at the latest – also disclose the inside information.

Changes and corrections to previously disclosed information

Whenever the Issuer discloses significant changes to previously disclosed information, the changes should also be disclosed using the same distribution channels as previously. Corrections to errors in information disclosed by the Issuer itself need to be disclosed as soon as possible after the error has been noticed, unless the error is insignificant. When there are changes to information in a financial report, it is not usually necessary to repeat the complete financial report, but the changes can be disclosed in an announcement with a similar distribution as for the report.

4.2.1 Introduction

Sections 4.2 and 4.4 contain certain disclosure requirements that go beyond the requirements in Article 17 of MAR. Consequently, the information set out in Sections 4.2 and 4.4 should always be disclosed irrespective of whether it constitutes inside information which require disclosure pursuant to MAR. Information to be disclosed in accordance with said Sections shall, regardless if considered inside information, be disclosed in the same manner as inside information in Section 4.1, unless otherwise stated.7

4.2.2 General Meetings and Bond Holders Meetings

The Issuer shall publish the notice to general meetings and bondholder meetings if such are convened. In addition the Issuer shall disclose resolutions adopted by the general meeting of shareholders as well as resolutions adopted by a bondholder meeting unless such resolutions are insignificant.

4.2.3 Changes in the Issuer’s Management, Advisers etc.

All changes in the composition of the Board of Directors, any significant Management changes and the resignation or dismissal of auditors, and information on any concluded or cancelled agreement with a liquidity provider, if applicable, shall be published.

4.2.4 Trading on Another Marketplace

In the event another exchange or marketplace decides to commence trading in the financial instruments of the Issuer following an application or remove the Issuer’s financial instruments from trading, the Issuer must publish the information immediately.

a.The annual financial report shall be prepared in accordance with applicable laws or other regulations and in accordance with generally accepted accounting principles in the Issuer’s home state. Where applicable in the relevant accounting laws, the accounts shall also include consolidated accounts for the Issuer and all its subsidiaries.

b.If the accounting principles in the Issuer’s home country cannot be regarded as generally accepted, the Exchange may demand supplementary accounting information.

a.After the Issuer's Board of Directors has approved the annual accounts, the Issuer shall immediately publish a report of annual earnings figures containing the most important information from the forthcoming annual financial report. The Issuer does not need to publish a report of annual earnings figures if it publishes the annual financial report immediately after approval by the Board of Directors. Issuers whose fixed income instruments are admitted to trading on Nasdaq First North Bond Market Finland are exempted from the requirement of publishing a report of annual earnings figures.

b.The Issuer shall publish a half-yearly report.

c.Reports of annual earnings figures, the annual financial reports of Issuers of Nasdaq First North Bond Market Finland and half-yearly reports shall be published as soon as possible, however not later than within three months from the expiry of the reporting period for reports of annual earnings figures and the annual financial report of Issuers of Nasdaq First North Bond Market Finland, and within two months for half-yearly reports. Such reports shall include a statement whether or not the Issuer’s auditor has conducted a review.

d.If an Issuer decides to publish quarterly reports, then the requirements set out in Section 4.4(c) for half-yearly reports shall apply and quarterly reports shall in such circumstances also include the information set out for half-yearly reports in Section 4.4(e) (whereby references to half- yearly reports and periods in that Section shall be construed as referring to quarterly reports and periods). For the avoidance of doubt, Issuers may publish financial information to the market on a quarterly basis in another format than as quarterly reports. In such circumstances, the requirements in the Rules for quarterly reports will not apply.

e.Reports of annual earnings figures and half-yearly reports (except for paragraphs (viii)–(ix)) shall always include:

1. a summarized income statement for the financial year and the most recent half-yearly period, including comparative figures for the same period during the previous financial year;

2. the balance sheet in summary as of the close of the current reporting period, including comparative figures from the close of the most recent financial year;

3. a cash flow statement in summary for the financial year and half-yearly period, including comparative figures for the same period during the previous financial year;

4. a summary report showing changes in equity during the financial year and half-yearly period, including comparative figures for the same period during the previous financial year;

5. explanations of the earnings trend and financial position during the most recent half- yearly period including, inter alia, the effect of significant extraordinary events;

6. where information relating to the future is provided, the corresponding information provided in the previous report as well as any changes published since the previous report should also be stated;

7. information regarding the date of publication of the next report of annual earnings figures, annual financial report or half-yearly report;

8. proposed allocation of profits; and

9. information in respect of the planned date of the annual general meeting of the shareholders, if the date is known.

a.The Issuer shall have its own website on which all published information from the Issuer to the market shall, unless special cause exists, be readily available for at least 5 years.

b.Annual financial reports as well as Company Description, prospectus or admission document, as applicable, and other information provided for distribution to, or kept available to, investors shall be readily available on the website, unless special cause exists.

c.The website shall also include the Issuer’s articles of association and details of the current Board of Directors and senior management.

a.Issuers of fixed income instruments on Nasdaq First North Bond Market Denmark and Nasdaq First North Bond Market Sweden shall publish press releases/announcements in Swedish, Danish, Norwegian or English.

b.Issuers of fixed income instruments on Nasdaq First North Bond Market Finland shall publish announcements in Finnish, Swedish or English.

a.Upon request the Issuer shall supply the Exchange with any information about the Issuer and its business and also provide all information to fulfil the Issuer’s responsibilities as set forth in the Rules.

b.Information disclosed according to the Rules shall simultaneously with the disclosure be provided to the Exchange in a manner prescribed by the Exchange.

c.The Issuer shall notify the Exchange as soon as possible in respect of changes to terms and conditions of the fixed income instrument.

d.The Issuer shall notify the Exchange immediately of circumstances that might necessitate a trading halt.

e.If an Issuer intends to disclose information that is assumed to be of extraordinary importance for the Issuer or its fixed income instruments, the Issuer shall notify the Exchange as soon as practically possible before the information is disclosed.

a.In order to gain access to trading on Nasdaq First North Bond Market, an investment firm shall be a member of the Exchange that operates the particular market.

b.The Nasdaq Nordic Member Rules apply subject to the terms set out in this Chapter to the trading on Nasdaq First North Bond Market. The Nasdaq Nordic Member Rules are available on https://www.nasdaq.com/market-regulation/nordics.

c.The applicable trading hours are published on Nasdaq First North’s website.

5.2.1 Nasdaq First North Bond Market Sweden

The Nasdaq Nordic Member Rules regarding Nasdaq Stockholm AB, Chapters 2–4, and 6.1–6.8, 6.13 and 6.15 and appendices, as amended from time to time, shall apply to trading on Nasdaq First North Bond Market.

5.2.2 Nasdaq First North Bond Market Denmark

The Nasdaq Nordic Member Rules regarding Nasdaq Copenhagen A/S, Chapters 2–4, and 6.1–6.9, and appendices, as amended from time to time, shall apply to trading on Nasdaq First North Bond Market.

5.2.3 Nasdaq First North Bond Market Finland

The Trading Rules of Nasdaq Helsinki Ltd (Nasdaq Helsinki Oy:n Arvopaperien Kaupankäyntisäännöt), Chapters 1–3, and 5 and appendices, as amended from time to time, shall apply to trading on Nasdaq First North Bond Market.

6.1.1 Sanctions Against Issuers

6.1.2 Administrative Decision in Respect of Issuers

6.1.3 Observation Status

a.An Issuer shall be entitled to issue its comments before any reprimand, fine or removal is imposed on the Issuer.

b.The procedures for handling sanctions on Issuers according to Section 6.1 may differ between the Exchanges due to the differences in law, other regulation or differences in the Exchange’s organization.

c.Procedures for Nasdaq First North Bond Market Sweden and Nasdaq First North Bond Market Finland:

The Disciplinary Committee of the Exchange is responsible for a decision to impose a fine on an Issuer in accordance with Section 6.1.1; and to remove fixed income instruments from trading on Nasdaq First North Bond Market in accordance with Section 6.1.1. The decision to bring matters before the Disciplinary Committee shall be the responsibility of the Head of Surveillance at the Exchange.

The Head of Surveillance at the Exchange shall issue reprimands in accordance with Section 6.1.1 and make administrative decisions pursuant to Section 6.1.2.

d.Procedures for Nasdaq First North Bond Market Denmark:

Any decision to impose sanctions or administrative decisions pursuant to Section 6.1 will be made by the CEO of the Exchange or on behalf of the CEO via delegation.

a.The Exchange may, upon 30 days’ written notice, amend these Rules. The amended Rules shall be published on Nasdaq First North’s website.

b.In special cases, the Exchange may decide that amendments shall come into effect upon shorter notice.

8.1 Eligibility Criteria

8.2 Exemptions

Issuers of fixed income instruments admitted to trading on the Nasdaq Transfer Market Segment are exempt from the following provisions in the Rules:

1. Section 2.2.2

2. Section 2.2.5

3. Section 3

8.3 Disclosure and Information Requirements