Disclosure policy

Disclosure Policy

Background

This Disclosure Policy is approved by Enento Group’s Board of Directors, and it describes the key principles that Enento Plc as a listed company applies to its communications with the capital markets and other stakeholders. The Disclosure Policy is annually reviewed by the Audit Committee.

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.

Objectives

The objective of Enento’s communication with the capital markets is to ensure that all parties on the market have simultaneous access to sufficient and accurate information on the company, its operations, goals, strategies, and financial position in order to determine the fair value of Enento’s shares, and that information is published without delay and in a fair manner.

Key disclosure principles

The key principles of Enento’s communications are reliability, openness, consistency, and fairness. The company communicates both positive and negative information consistently, clearly, and comprehensively. Enento publishes press and stock exchange releases without undue delay and makes them available to the markets and to all principal stakeholders simultaneously. The company issues all stock exchange releases in Finnish and English.

Investor communications

Enento’s disclosure obligation comprises of periodic disclosure and on-going disclosure obligation.

Disclosure of periodic information refers to the company’s obligation to provide information regarding its financial development (financial statements bulletin and half-year financial report, as well as interim reports for the first and third quarter, report of the Board of Directors and financial statements) on a regular basis as well as to the obligation to publish the company’s Corporate Governance Statement. The publication dates for the financial reports subject to periodic disclosure are announced before the end of the preceding financial year.

On-going disclosure obligation refers to continuous disclosure of inside information as necessary, on matters which, in Enento’s own assessment, may have a material impact on the value of the company’s financial instruments.

In addition to information disclosed on a periodic or on-going basis, Enento also communicates information required by the stock exchange and legislation in stock exchange releases. Enento also communicates other information that is of interest to investors in the manner described in this disclosure policy.

Financial reporting

Enento prepares and publishes financial statements and the Board of Directors report, pursuant to the legislation and other applicable regulations and guidelines. Enento prepares and publishes consolidated financial statements in compliance with the International Financial Reporting Standards (IFRS).

Enento publishes annually a financial statements bulletin regarding the previous year’s financial statements. The bulletin also includes details on when and how the report by the Board of Directors, the consolidated financial statements and the auditor’s report will be published. The financial statements, the report by the Board of Directors and the auditor’s report are published as a stock exchange release and are available on the company’s website.

Enento publishes quarterly interim reports to report on the development of its operations and results.

Stock exchange releases

Inside information

Inside information is, as a rule, disclosed as soon as possible and without any delay. However, Enento may decide to delay the disclosure of inside information if immediate disclosure would likely prejudice the legitimate interests of Enento and the delay of disclosure would not likely mislead the public and the company would be able to ensure the confidentiality of such information. Enento also has specific internal procedures for determining whether the company has inside information and for disclosing or delaying such information.

The Board of Directors or the CEO is responsible for determining whether the company has inside information and for seeing to it that appropriate measures are taken with respect to disclosing or delaying the disclosure of the inside information.

See Enento’s Insider Guidelines for more detailed information.

Other stock exchange releases

Besides inside information, Enento discloses the following information as stock exchange releases:

Financial statements and interim reports
Changes in total number of shares, treasury shares and major shareholders’ ownership
Proposals to the Annual General Meeting by the Board of Directors or shareholders, and the resolutions by the Annual General Meeting
Appointments of the CEO, Executive Management Team members, members of the Board of Directors, and auditors
Share-based incentive schemes
Managers’ transactions in Enento’s financial instruments pursuant the Market Abuse Regulation 596/2014
Issues of financial instruments
Release dates of financial results
Other information disclosed under the rules of the Stock Exchange

Enento has established procedures for issuing stock exchange releases. Enento’s Investor Relations function is responsible for distributing stock exchange releases to Nasdaq Helsinki and the media.

Guidance and profit warnings

Enento presents an assessment of the company’s expected future development in the Board of Directors report and the report section of interim reports and the financial statements bulletin. The outlook concerns Enento Group as a whole and applies to the remaining calendar year at the time of publication, unless otherwise noted.

Enento issues guidance regarding its expected full-year net sales and profitability development in connection with its year-end financial statements bulletin. The estimates are based on the company’s view of the development at the time of assessment and, as such, the actual results may differ significantly from the estimates.

Enento will issue a profit warning if its expected results, financial position, or general outlook changes significantly and unexpectedly from the previously published estimates. A profit warning may relate to either a deterioration or improvement of the previously published prospects and is always published as a stock exchange release.

Investor news

Enento uses releases labeled as investor news to disclose events related to the company’s business operations that do not fulfil the criteria for stock exchange releases but are nonetheless estimated to be newsworthy, have value in terms of market communications or otherwise be of interest to stakeholders. Information on company performance that does not fulfil the criteria for stock exchange releases may also be released as investor news.

Investor news include:

Minor acquisitions, divestments, and partnerships
Minor cooperation, financing, and other agreements
New products or services that do not pass the threshold for issuing a stock exchange release
Other current company affairs

Enento is an international company, and it may also communicate local events and services in local languages. The company’s communications function and its local partners are responsible for the publication and distribution of local press releases.

Communication channels

Enento’s website (www.enento.com) is an important communication channel for distributing current information to all stakeholders. Enento’s goal is to provide reliable and current information on its website to enable investors to form a correct understanding of the company as well as matters and events that influence the value of the company’s financial instruments. Interested parties may sign up for an email distribution list on the company website to automatically receive Enento’s press and stock exchange releases.

In addition to publishing information subject to the duty of regular and continuous disclosure governing Finnish listed companies, Enento uses its website to keep the following information available:

Enento’s Corporate Governance Statement
Remuneration Report
Other information required by the Corporate Governance Code
Annual General Meeting documents

Key materials presented in investor and analyst conferences and in conjunction with announcements of financial results and related reporting are also available on the company website. All stock exchange releases, and investor news are always published on the Enento website.

The financial reports published by Enento on the company website are available for a minimum of ten years and stock exchange and investor news for a minimum of five years from the date of publication.

Investor, analyst, and media events

Enento actively meets with representatives of the capital markets and the media and aims to respond to enquiries by investors, analysts, and the media without delay.

Enento arranges an analyst and press conference, attended by the CEO and CFO, in conjunction with announcements of financial results. The materials from such events are subsequently published on the company website.

Enento 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 participates. It is important that the Company is represented by at least two people. The CEO, CFO and Investor Relations Officer shall in advance of such a meeting go through what may/can/will be said and shown in the meeting. Enento’s Investor Relations function manages the company’s correspondence with investors and analysts.

The aim of the events is to provide background information on Enento and its operating environment. The discussions at such events are restricted to information published by Enento or otherwise generally available on the market. No unreleased information that may have a material impact on the value of Enento’s financial instruments is disclosed in such meetings. If price sensitive information is given non-intentionally to a third party at a meeting, the information shall be made available to the public as soon as possible.

Enento also meets regularly with representatives of the 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 the 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. Other media events are coordinated by the communications function.

Market forecasts by analysts

Enento’s investor website publishes information regarding analysts that follow the company. Analyst opinions, estimates and forecasts are the analysts’ own and do not represent or reflect the opinions, estimates or forecasts of the company or its management.

Enento monitors analyst statements and estimates of the development of its share price but does not comment on such statements or estimates. Only information that has already been published is provided to analysts and investors.

Rumors, market speculation and information leaks

Enento does not comment on market rumors, speculation by the media, share price development or actions taken by competitors or customers unless doing so is necessary to correct relevant or clearly false information that is likely to have a significant effect on the price of its financial instruments. Enento does not comment on confidential or unfinished business transactions or operations, if the conditions for delaying disclosure are fulfilled.

If Enento determines that inside information or other significant information that is likely to have a significant effect on the price of the company’s financial instrument has been leaked prior to its official publication, the company will publish the information as a stock exchange release. Also, if Enento has delayed the disclosure of inside information but subsequently determines that the confidentiality of such information cannot be ensured, it will disclose such inside information 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.

Silent period

Enento has a silent period of 30 days prior to the publication of quarterly or annual results. During this time, Enento does not comment on the company’s financial position, markets, outlook, or guidance. During the silent period, company representatives do not meet with representatives of the capital markets. The dates for the publication of results are announced in the second half of the preceding year and indicated in the financial calendar on Enento’s investor website.

If an event that occurs during the silent period requires immediate publication, Enento will publish the said information without delay, subject to the regulations governing its duty of disclosure, and may comment on the said event.

Crisis communication

Enento has confirmed principles for communications under exceptional circumstances and crisis situations. Risks connected to Enento’s operations that may develop into a crisis are systematically evaluated in an annual risk mapping by the company’s management. Enento’s risk management guidelines require sufficient preparedness from all group functions to manage an exceptional situation.

Enento 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 Officer, and the relevant executive with information about the relevant circumstances.

Insider management and manager’s holdings of shares

Enento complies with the Insider Guidelines of Nasdaq Helsinki in governing the inside information that could have a material effect on the company’s share price. The company also has its own Insider Guidelines approved by the Board of Directors which are available on the company website.

Inside information is not disclosed except where necessary to perform the job-related duties of the person to whom it is disclosed. In such cases, action is taken to ensure that the person to whom the information is given is liable to maintain its confidentiality and understands this obligation.

Enento does not maintain a permanent, company-specific insider register. A project-specific insider register is set up for each insider project based on a separate decision. The project-specific insider register contains information on persons who have entered a service or employment relationship with Enento, 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. Enento also maintains a register of specified people with regular or temporary access to financial information or who participate in the preparation of the Company’s financial statements and interim reports (Financial Information Group, see Insider Guidelines).

Persons in managerial positions

The persons holding managerial positions in the company comprise (persons under obligation to report):

Members of the 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 for their own account and that concerns 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 in any marketplace or outside them. The information concerning the business transactions conducted by the people in managerial positions and the insiders closely associated with them is available on Enento’s investor website.

Manager’s holdings of shares

Enento has defined members of the Board of Directors, and members of the Executive Management 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 Enento’s website. The table is updated monthly or when transaction of shares by managers occurs.

Closed window

The company’s managers and other persons with regular access to confidential information on the company, as defined by the company, may not trade in the company’s financial instruments during a period that starts 30 days before the publication of the following interim report or financial statements bulletin.

Roles and responsibilities

Enento’s correspondence with shareholders, investors and analysts is coordinated by the Investor Relations function.

The materials for the scheduled financial releases are prepared by the CFO together with the Financial Information Group (see Insider Guidelines) and signed off by the CEO.

The Board of Directors reviews and approves the financial statements and interim reports, including the estimates of the future outlook and guidance, and decides on issuing profit warnings, if necessary.

The Board of Directors also approves significant stock exchange releases, such as those concerning major acquisitions and the appointment of the CEO. Other stock exchange releases are approved by the CEO. Stock exchange releases concerning managers’ transactions or changes in major shareholdings (flagging) may be published independently by the Investor Relations function.

The CEO is the designated authorized person to make public statements on behalf of the company. Enento has defined the spokespeople responsible for issuing statements on behalf of the company. The spokespersons can issue statements to media representatives on matters related to their area of responsibility. The communications team aims to ensure that the personnel responsible for issuing statements are available for comments at agreed times. Enento primarily issues statements only with regard to its own operations and generally does not comment on actions taken by its competitors, suppliers, or customers.

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)

Revised 20 June 2023 (structure of the policy, financial reporting, stock exchange release and investor news examples, market forecasts by analyst, closed window)