QPR Software Oyj — Governance Information 2019

Apr 4, 2019

4.4.2019

QPR SOFTWARE PLC DISCLOSURE POLICY

1 Principles

This policy describes QPR Software´s operating principles and procedures for communication with capital market representatives.

Shares of QPR Software Plc are listed on Nasdaq Helsinki Ltd. QPR Software's information disclosure policy complies with European Union regulation, Finnish national legislation, Nasdaq Helsinki´s Stock Exchange Rules and Insider Guidelines, as well as the regulations issued by the Finnish Financial Supervisory Authority (FSA) and other authorities, as applicable.

In external communications, QPR aims to disclose accurate and timely information on all relevant matters potentially impacting QPR's business operations. Information is disclosed to all stakeholders equally and without delay.

2 Stock Exchange Releases

QPR discloses inside information that may have a material impact on the value of the Company´s shares to Nasdaq Helsinki, Finnish Financial Supervisory Authority and main media.

As per the EU Market Abuse Regulation (MAR), QPR shall inform the public as soon as possible of inside information, or delay such disclosure in accordance with the regulation.

The following matters are disclosed with a stock exchange release:

• Quarterly financial results and business reports,
• Major changes in strategy,
• Material changes in the financial position of the Company and its future outlook,
• Material, binding new contracts (net sales 0.4 million euros or more no time limit on revenue recognition),
• Major mergers or acquisitions, divestures and other corporate arrangements,
• Changes in the composition of the Board of Directors, change of the CEO or the auditors,
• Crises having material impact on the financial results of the Company or its business operations,
• Transactions made with QPR securities by persons discharging managerial responsibilities at QPR or by persons closely associated with them, or
• Other important and material issues with potential impact on business.

The Board of Directors approve financial statements, interim reports and any other stock exchange releases regarding financial results and forecasts. The Chief Executive Officer (CEO) approves all other stock exchange releases.

Comments and additional information regarding the Company, its operations and development are given by the CEO, unless otherwise stated in the release.

4.4.2019

In matters subject to decisions of the Board of Directors, comments and additional information are given the Chairman of the Board of Directors, or the CEO when authorized by the Chairman.

3 Press Releases

Material issues related to the business of QPR that do not meet the criteria of a stock exchange release, but are still evaluated by the management to have news value or otherwise being interesting to the stakeholders, are disclosed as a press release. The aim of the Company is to disclose all matters material to the future development of its business.

As a rule, all new purchase orders with an estimated total net sales value of 0.1 – 0.4 million euros are disclosed as a press release, without specifying the value or the contract. In addition, notable new customers may be disclosed as a press release.

Some new purchase orders are not disclosed at all, or they are disclosed without the name of the customer or any financial information when so requested by the QPR reseller or business partner. When the revenue limits set in this disclosure policy are exceeded, only the CEO of the Company can make the non-disclosure decision.

The following matters, among others, may be disclosed as a press release:

• Successful customer cases or project delivery models,
• Product releases, new product versions or new technical milestones,
• New frame agreements,
• Co-operation agreements with customers, resellers or business partners,
• Major marketing activities,
• Other material issues impacting business.

All press releases must be approved by the CEO before publishing.

4 Language and channels

Stock exchange releases are published simultaneously in Finnish and English via the stock exchange, through major media channels and on the company website. The QPR website also contains an archive for stock exchange releases.

Press releases are made in Finnish - and depending on the situation - also in English or a third language. All press releases are published on the company website, containing also the archive of the earlier press releases.

5 Silent Period

QPR has a 30-day 'closed period' that ends the day after the publication of the interim report or financial statements. During the closed period, the management and other personnel do not discuss with the media or capital markets representatives on the financial situation of the company, development of its business or the outlook.

QPR Software Oyj Puh. 0290 001 150 Customer Care 0290 001 155 Kotipaikka Helsinki Huopalahdentie 24 Faksi 0290 001 151 customercare@qpr.com Y-tunnus 0832693-7

00350 Helsinki www.qpr.fi ALV numero FI08326937

4.4.2019

6 Changes in Forecasts and Outlook

The Company publishes without any unnecessary delay either a positive or negative profit warning, if the Company management estimates that the financial position, results or outlook materially differ from information published earlier by the Company, and such difference may have a material impact on the value of the Company´s shares.

Decisions regarding profit warnings shall be made by the Board of Directors. Possible profit warnings are published as a Stock Exchange Release.

8 Leaks and rumors

QPR does not comment rumors. However, QPR reacts publicly and without any unnecessary delay to rumors or leaks, if these have or may have a material impact on the value of the Company´s shares.

This policy has been updated and approved by the Board of Directors on 4 April, 2019.