This disclosure policy has been originally approved by the Board of Directors (the “Board”) of Enento Group Plc (“Enento” or the “Company”) on 11 March 2015. It describes the general principles that Enento adheres to in its communication with capital market participants. In addition, it defines the responsibilities relating to communications and investor relations.
1. Introduction
As a public limited liability company listed on the main list of Nasdaq Helsinki (“Helsinki Stock Exchange”), Enento is bound to comply with the applicable disclosure requirements of the EU Market Abuse Regulation (596/2014) and the Finnish Securities Markets Act (746/2012) and other applicable domestic and EU legislation as well as rules and guidelines of the Finnish Financial Supervisory Authority and the rules of the Helsinki Stock Exchange.
According to applicable regulation, a company must as soon as possible announce any unpublished information of a precise nature related to the Company or its listed financial instruments which would be likely to have a significant effect on the price of those financial instruments or related derivatives.
2. Objectives and principles
The objective of the communications of Enento is to provide the market with correct, consistent, relevant and reliable information on the Company to ensure that capital market participants have as transparent and clear a picture of the Company as possible on the basis of which they can reasonably assess the value of the Company’s securities.
Stock exchange releases are published to provide information on facts, matters and circumstances that are likely to have a significant effect on the price of the Company’s financial instruments. Publication of information shall take place as soon as possible when circumstances have arisen, whereby there is information of a precise nature, which has not yet been made public, relating, directly or indirectly, to Enento or its financial instruments, and which, if it were to be made public, would be likely to have a significant effect on the prices of those financial instruments or on the price of related derivative financial instruments (insider information). The Company may decide to delay the publication of insider information, where the immediate disclosure is likely to prejudice the legitimate interests of the Company and certain other conditions are met (see the Company’s Insider Guidelines).
In its communication with capital market participants, the Company adheres to the principle of equal and simultaneous access to information and publishes its financial reports and releases in compliance with the rules and guidelines of applicable regulations.
All published financial reports, prospectuses, articles of association, details of the current Board of Directors and senior management as well as other information provided for distribution is kept readily available on the Company’s corporate website.
3. Practices
3.1 Responsible persons
The CEO is the designated authorized person to make public statements on behalf of Enento. The CEO may delegate this authority to other members of the management team or to other nominated person, if deemed necessary.
The CEO is responsible for the Company’s communication and signs off all the releases.
The materials of the scheduled releases (interim reports, financial statements releases and annual financial statements) are prepared by the CFO together with the Financial Information Group (see Insider Guidelines), signed off by the CEO and authorized for approval by the Board of Directors.
The CEO and CFO are responsible for investor relations relating to the Company’s financial results.
3.2 Communication channels
Information to be disclosed shall be disclosed to the market in a manner that ensures fast public access to such information on a non-discriminatory basis. This is accomplished by distribution of stock exchange releases through a newswire distribution network in accordance with the rules of the Helsinki Stock Exchange.
Published information will simultaneously with the disclosure to the market be provided to the Helsinki Stock Exchange, in the manner prescribed by the Helsinki Stock Exchange, and will made available on the Company’s website as soon as possible.
Matters pertaining to the Company’s ordinary business operations which are not deemed to have a significant effect on the price of the Company’s financial instruments, but which nevertheless are intended to be made public, are generally announced by press releases and not by a formal stock exchange release.
Up-to-date information on Enento is available on the Company’s website. All financial reports and stock exchange releases must be published without undue delay on the corporate website, on which all other information for investors is also published. All information published will be available on the corporate website for at least five (5) years after their publication.
The Company’s official reporting language is Finnish. However, the Company prepares and discloses stock exchange releases also in the English language.
3.3 Forecasts and forward-looking statements
Forward-looking statements shall always be presented in the yearly report by the Board of Directors, in the financial statement release and in the interim reports under a separate heading and shall, to the extent possible, be made in an unambiguous and consistent manner.
Where the Company reasonably expects that its development will deviate significantly from a forward-looking statement previously made by the Company or from what can be justifiably concluded based on previously published information and such deviation is likely to have a significant effect on the price of the Company’s financial instruments, the Company shall disclose information about the deviation. Such disclosure shall also reiterate the previous forward-looking statement.
3.4 Rumours, market speculation and information leaks
As a general policy, the Company does not comment on market rumours, speculation by the media, share price performance, actions of competitors or customers or analyst estimates unless the Company deems it necessary to correct clearly incorrect specific information that is likely to have a significant effect on the price of its financial instruments. Neither will the Company comment on unpublished and unfinished business transactions, as long as the conditions for delaying disclosure are fulfilled (See Insider Guidelines).
If the Company learns that information that is likely to have a significant effect on the price of the Company’s financial instruments has leaked prior to a disclosure, or has been inadvertently disclosed to a third party not bounds by confidentiality obligations, the Company shall publish a stock exchange release on the matter as soon as possible.
Information leaks are prevented by maintaining insider registers, as necessary, by having non-disclosure undertakings in place, and by instructing and training personnel on insider issues. The Company has adopted insider guidelines which apply to all its employees, the Board of Directors and the CEO.
3.5 Contacts with media and analysts
Press and analyst briefings in conjunction with financial reports
In conjunction with the issuing of financial reports, the Company may invite analysts and the media to a closer presentation of the Company and the Company’s financial position. No new or share price sensitive information may be disclosed at these briefings. The presentation may also be broadcasted via web streaming. Possibility to participate in the presentation by conference call may also be provided. Material used at the presentation is published on the Company’s website.
Other analyst and investor meetings
The Company regularly meets with analysts and investors that have an interest in the Company. When the Company is being presented to capital market institutions, in larger groups or in one-on-one meetings the CEO or CFO normally participate. It is important that the Company is represented by at least two persons. The CEO, CFO and Investor Relations Manager shall in advance of such meeting go through what may/can/will be said and shown in the meeting.
If price sensitive information is given non-intentionally to a third party at such a meeting, the information shall be made public as soon as possible.
In cases where the Company needs to provide comments to for example analysts’ reports, unexpected result changes or changes of forecasts, the changes shall be made after a joint review of the CEO, CFO and Investor Relations Manager. Publication of such information shall be made official as soon as possible. Corrections of factual errors may be made by the CEO, CFO and Investor Relations Manager directly and need not to be preceded by a joint review.
Other media meetings
The Company meets regularly with representatives of business press and other media. If it is deemed appropriate or desirable, press conferences may be arranged. Such a press conference is also open to analysts and investors; however, press conferences should be used with restriction. The CFO is responsible for arranging press conferences after consultation with the CEO.
The Company also meets with media on a one-on-one basis. One-on-one meetings with the media can be carried out individually by the identified spokespeople, provided that no confidential, new or share price sensitive information is communicated and that the interview does not relate to corporate strategic issues. The CEO should to the extent possible, attend interviews that focus on corporate strategic issues.
3.6 Crisis communication
A crisis is a situation in which the Company’s normal operations are endangered typically for unexpected reasons. Once the event or development leading to a crisis has occurred, internal and external communication is often crucial for the Company.
Risks connected to the Company’s operations that may develop into a crisis are systematically evaluated in an annual risk mapping by the Company’s management. The Company’s risk management requires sufficient preparedness from all group functions in order to manage an exceptional situation.
The Company has adopted a crisis communication plan for handling crisis situations whereby the CEO is responsible for external communications, and is supported by the Legal Counsel, the CFO, the Investor Relations Manager and the relevant executive with information about the relevant circumstances.
4. Silent period
Enento does not arrange or participate in any one-on-one meetings with the media, analysts or investors during the last 30 days prior to the publication of the financial report. One exception to the rule is the publishing of stock exchange releases regarding business events, in which case representatives from Enento must be able to answer questions; however, in such communication, any comments about the upcoming financial report should be avoided.
5. Insider management and managers’ holdings of shares
The Company does not maintain a permanent, company-specific insider register.
Persons in managerial positions
The persons holding managerial positions in the Company comprise (persons under obligation to report):
- Members of the Company’s Board of Directors and possible deputies
- CEO, Deputy CEO and CFO
Persons holding managerial positions in the limited company and their close associates must report all their business transactions to the limited company and the Financial Supervisory Authority. The obligation to report applies to all business transactions they have conducted of their own account and that concern the stock of the limited company in question or debt instruments or any related derivatives or other financial instruments. The obligation to report applies to any business transactions conducted on any marketplace or outside them.
The information concerning the business transactions conducted by the persons in managerial positions and the insiders closely associated to them is available on the Company’s website.
Project and event-specific registers
A project-specific insider register is set up for each insider project on the basis of a separate decision. The project-specific insider register contains information on persons who have entered into a service or employment relationship with the Company, as well as any representatives, stockholders and officials of an external company that holds information concerning the project and/or has access to the project-specific insider information, and/or persons who are responsible for implementing the project.
Persons participating in the preparation of the financial report
The Company has specified the persons participating in the preparation of financial reports. The Company maintains a register of all persons with access to financial information who participate in the preparation of the Company’s financial statements and interim reports. Other persons who have access to information on the Company’s financial position have also been entered in the register.
Managers’ holdings of shares
The Company has defined members of the Board of Directors and members of the Group Executive Team (including the CEO) as persons discharging managerial responsibilities in accordance with the Market Abuse Regulation ((EU) No 596/2014). The managers’ holdings of shares are presented on the Company’s website. The table is updated in the beginning of each quarter based on the shareholders’ register of the Company and the notifications of managers’ transactions on the last day of the preceding month.
More detailed rules in this respect are set out in Enento’s insider guidelines.
DOCUMENT IDENTIFICATION
- Document approver: Enento Group’s Board of Directors
- Document owner: CFO Elina Stråhlman
DOCUMENT HISTORY
- Original Disclosure Policy approved 11 March 2015
- Revised 22 June 2016 (MAR regulation)
- Revised 16 February 2017 (Silent period definition)
- Revised 15 December 2021 (Insider management definition)