Disclosure Policy

In its communications, the Company complies with applicable EU and Finnish legislation including the EU Market Abuse Regulation ((EU) 596/2014 as amended, “MAR”) and the Finnish Securities Markets Act (746/2012, as amended, the “Securities Markets Act”), the applicable rules and guidelines of Nasdaq Helsinki Ltd (“Stock Exchange”), the guidelines of the European Securities and Markets Authority (ESMA) and the Finnish Financial Supervisory Authority (FIN-FSA) as well as the Corporate Governance Code of the Finnish Securities Market Association.

1. Objectives and key principles

The Company’s communications objectives are to ensure that all market participants have simultaneously and without delay access to equal, sufficient and substantial information on the material factors relating to the Company and its business, where these factors may have an effect on the value of the Company‘s financial instruments, and that the information disclosed gives correct and sufficient information on the Company’s operations.

The Company communicates consistently both positive and negative matters. The key principles of the Company’s investor communications are reliability, transparency, consistency, comprehensibility, openness, timeliness and impartiality.

All stock exchange releases and press releases are published in Finnish and English. Financial statements are published in Finnish with an English translation.

2. Disclosed information

The Company’s disclosure obligation consists of periodic and ongoing disclosure obligation. The periodic disclosure obligation refers, for example, to the Company’s obligation to provide information regularly on its financial position and result. The ongoing disclosure obligation refers to the issuer’s obligation to provide certain information to the markets in a timely manner and on a continuous basis. The Company discloses information under the disclosure obligation as soon as possible and simultaneously to all stakeholders.

The Company reports its financial figures two times a year by publishing a half year report and financial statements release. The reports covered by the periodic disclosure obligation include key information about the Company’s financial results, and business and market situation, and the development of those.

The Board of Directors’ report, financial statements and auditor’s report are published no later than three weeks prior to the Annual General Meeting deciding on their approval. The Company publishes a corporate governance statement and a remuneration report in connection with publishing the Board of Directors’ report.

2.1. Releases published by the Company

The releases the Company publishes are divided into stock exchange releases and press releases. The category of the release is determined by the materiality and significance of the information.

Stock exchange releases

The Company discloses insider information and other matters specified above in the section “Disclosed information” as a stock exchange releases as soon as possible, unless the disclosure of inside information has been delayed in accordance with MAR. In addition, matters to be disclosed as a stock exchange release are defined in the rules of Nasdaq Helsinki (such as notices to general meetings and resolutions of the same). When evaluating the need to publish a stock exchange release, attention is paid to whether similar matters have previously been disclosed as a stock exchange release or whether similar knowledge has previously had significant effect on the price of a financial instrument.

Information disclosed according to the periodic disclosure obligation is published by the Company through a stock exchange release. Dates for disclosing information concerning the periodic disclosure obligation are specified in the Financial calendar published on the Company’s investor pages.

In addition, under the Securities Markets Act, a significant related party transaction shall be published at the latest when it the company becomes bound by it. The significance that causes the publication obligation is determined in accordance with the principles of the Securities Markets Act. Related party transactions to be disclosed under the Securities Markets Act, may be, for instance, related party transactions that are likely to affect investment decisions or shareholders’ decisions on the exercise of their voting rights.

Stock exchange releases are submitted to Nasdaq Helsinki and main media and published on the Company’s Investor pages.

Press releases

Press releases targeted to general and industry media provide information about the Company’s regular business news that do not fulfill the criteria for a stock exchange release but are assessed to be newsworthy or otherwise of interest among stakeholders of the Company. Examples of corporate news published as press releases may include:

  • smaller acquisitions and partnerships
  • smaller co-operation agreements with customers or other partners
  • such appointments at management level, that do not meet the criteria for stock exchange release
  • advances in research
  • distinctions awarded to the company
3. Public Disclosure of insider information and delay of disclosure

Inside information to be disclosed as soon as possible, unless the disclosure is delayed in accordance with MAR, may include:

  • major changes in the Company’s strategy;
  • substantial changes in the Company’s previously communicated outlook and/or result and financial position
  • strategically relevant M&A or other business arrangement the Company is about to conclude or other similar significant moves the Company is planning including but not limited to acquiring one or more companies and/or businesses or at least a significant minority share, with the purpose of such acquisition constituting an acquisition as set out in the applicable rules by Nasdaq Helsinki Ltd
  • significant changes relating to the shares of the Company
  • takeover bids
  • a significant potential dispute or regulatory proceeding involving the Company

In accordance with provisions of MAR, the Company may delay disclosure of insider information provided that all of the following conditions are simultaneously met:

  • disclosure of information is likely to prejudice the legitimate interests of the Company,
  • delay of disclosure is not likely to mislead the public, and
  • the Company is able to ensure the confidentiality of such insider information.

The Chair of the Board of Directors or two members of the Board of Directors together or a person authorized by either of these decide on the delay of disclosure of information based on an assessment of the fulfilment of the conditions therefor. Exceptionally, the CEO may decide on the delay of disclosure alone, provided that it is justified by the urgency of the matter.

In connection with the decision to delay the disclosure of information, the preconditions for the delay are documented, a project-specific insider list concerning the matter is established and a formal decision on delaying the disclosure is made. The Company discloses the delayed information to the public as soon as possible after the conditions for the delay are no longer met. The FIN-FSA will be notified about the delay in connection with the disclosure of the insider information.

4. Insider management

The Company’s insider instructions and insider management comply with the requirements of MAR and provisions issued thereunder. In addition, the Company complies with the Company’s own Insider Policy approved by the Board of Directors.

A person with managerial responsibilities within the Company or who has been defined to be subject to the trading restriction may not, directly or indirectly, execute transactions on their account or for the account of a third party during a closed window. The closed window period begins 30 days before the publication of the financial statements report or a half year report and ends the following day from once these have been published. The Company does not repurchase its own shares during this period.

The Company has internal procedures in place for employees to report suspected fraud or other violations, including any breaches of financial markets regulation in the Company. The employees may submit their reports through the Company’s Whistleblowing Channel. Further information and instructions can be found in the Insider Policy.

5. Future prospects and profit warnings

The Company issues a profit warning as soon as possible if the Company estimates that its results or financial position or estimates concerning future prospects deviate unexpectedly and significantly, either positively or negatively, from an estimate that can reasonably be made based on previously disclosed information and if the deviation is likely to have a material effect on the Company’s financial instruments. A decision to issue a profit warning is based on information previously given by the Company and on prevailing market conditions.

The decision to issue a profit warning is made by the Chair of the Board of Directors or two members of the Board or a person authorized by either of these. The disclosure may not be delayed.

6. Communication channels

The primary channel for investor communications is the Company’s website. On the website, the Company aims to provide reliable and timely information to ensure that the Company’s stakeholders have sufficient information to make a valuation of the Company and its securities. The Company also uses social media channels in its communications. However, the Company’s website or social media is not the primary communication channel for information to be disclosed under the disclosure obligation.

The stock exchange releases are distributed simultaneously to Nasdaq Helsinki and the main media and published on the Company’s investor pages. The stock exchange releases and press releases are made available on the Company’s investor pages for at least five years after their release. Financial reports, corporate governance statements and remuneration reports are kept on the investor pages for at least ten years after their release.

7. Investor, analyst and media relations

The Company meets with capital market and media representatives and responds to queries submitted by shareholders, investors, analysts and the media without undue delay. The Company’s CEO, the Chair of the Board of Directors and CFO primarily carry out communications with investors and analysts and are in charge of media relations.

The objective of the meetings is to provide information on the Company and its operating environment. Discussions with the media and capital markets representatives are based on information previously published by the Company or on information generally available to the public. New significant undisclosed or supplementary information that may constitute inside information may not be published or communicated during these events.

The Company may publish a list of equity analysts covering the Company and their estimates on the Company’s website. Any opinions, estimates or forecasts regarding the Company’s performance made by analysts are theirs alone and do not represent opinions, forecasts or predictions of the Company or its management.

Upon request, the Company may review an analysis or report made by an analyst, but only with regard to the correctness of the information and based on disclosed information. The Company does not comment or take any responsibility for estimates or forecasts made by capital market representatives. The Company does not comment on the Company valuation or price formation of the Company’s financial instruments, give preference to any particular analyst or distribute analyst reports to the investment community.

8. Responsibilities and spokespersons

The Board of Directors reviews and approves financial statements, half year reports and the report of the Board of Directors. The Board of Directors is primarily represented by the Chair.

Reports and releases published according to the periodic disclosure obligation are also approved by the Board of Directors. Disclosure of inside information and other stock exchange releases under the ongoing disclosure obligation are approved by the Chair of the Board of Directors or two members of the Board or a person authorized by either of these.

Press releases are approved by CEO.

According to law, the Company is represented by the Board of Directors in all matters and by the CEO in all matters within the competence of the CEO. The CEO, CFO or other person authorized by the CEO are entitled to issue statements on behalf the Company. The CFO represents the Company in matters related to the Company’s financial performance. The Chair of the Board of Directors will issue statements concerning the Company’s ownership structure, any strategic matters that have a significant impact on the Company and on matters pertaining to the CEO on behalf of the Company.

CEO oversees media relations. Communication with the media is primarily the responsibility of the CEO, the Chair of the Board of Directors and the CFO.

In crisis situations, the CEO is responsible for communications. Crisis communications are carried out by designated persons, with the goal of distributing information in a reliable, fast, clear, proactive and open manner.

9. Rumours and leakages

The Company does not comment on market rumours, its share price development, customers or competitors, or business issues under preparation unless it is necessary to correct relevant or incorrect information. The Company may consider publishing a stock exchange release to correct clearly incorrect or misleading information that is likely to have a significant impact on the price of the Company’s financial instruments.

In the event that confidential and material information has leaked to the public or the confidentiality of insider information cannot be guaranteed, the Company will disclose the matter as a stock exchange release as soon as possible.

10. Silent period

The Company adheres to a 30-day silent period before the publication of a half year report or financial statements release. During the silent period, the Company will not give comments to the media or other parties on the Company’s financial position, markets or future outlook or meet with capital markets representatives.

If an event during the silent period requires immediate publication, the Company will publish the information without delay in accordance with regulations regarding the disclosure obligation and can comment on the matter in question.

For the avoidance of doubt, if a de-SPAC transaction occurs during the silent period, the Company will communicate with the capital market representatives and journalists, as deemed necessary or beneficial for the purposes of such transaction.

11. Transactions concluded by managers

The Company publishes transaction notifications it receives from managers or persons closely associated with managers as defined in MAR Article 3(1)(25) and (26) in a company release without delay and no later than two working days after it has received the notification. Obligation to disclose transactions concluded with the Company’s financial instruments by the managers and persons closely associated with them is dealt with in more detail in the Company’s Insider Policy.

12. Interpretation, deviations and updates

The CEO, or a person named by the CEO, is responsible for the monitoring and interpretation of this disclosure policy. The CEO is entitled to decide on deviations from the policy in specific cases where there is good cause to do so within applicable laws and regulations.

The Company’s Board of Directors decides on possible changes to the Disclosure Policy. The CFO may make minor or technical alterations to this policy if approved by the CEO.