Investor relations

IR contacts

 

Emilia Peltola
Vice President, Communications & IR
tel. +358 10 214 3082
emilia.peltola@suominencorp.com

 

Requests for executive appointments shall be addressed to Eeva Oinonen, Executive Assistant, PA to President & CEO, tel. +358 10 214 3551.

Questions are also welcomed at communications@suominencorp.com

Follow Suominen in Social media: Twitter (@SuominenCorp in English and @SuominenOyj in Finnish) and in LinkedIn.

 

Flagging notices

 

Shareholders are kindly asked to submit their flagging notices to communications@suominencorp.com.

IR principles

 

The goal of Suominen’s investor relations (IR) is to provide reliable, sufficient and up-to-date information to enable the market to set a value on the company’s share. Suominen follows the principle of equality in its investor communications.

Suominen regularly arranges investor meetings in connection with the disclosure of financial results. Company representatives also meet with investors in other events organized by the company or other bodies.

Suominen’s silent period commences 30 days prior to the publishing financial statements release or interim report and ends on the date publishing thereof. No investor meetings are organized during the silent period nor are the Group’s financial results or development commented.

Stock exchange releases are published in Finnish and English and are provided simultaneously to key media. The company also publishes all releases without undue delay on its website.

For more detailed information, please see our Disclosure policy below. 

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Disclosure policy

 

1 General principles

Suominen Corporation’s (“Suominen” or “Company”) share is listed on the NASDAQ Helsinki Ltd. In its public disclosures Suominen complies with the applicable Finnish and EU legislation and regulation and other requirements by the authorities such as the Securities Market Act, decrees by the Ministry of Finance, regulations, instructions and standards by the Finnish Financial Supervisory Authority, Rules of Helsinki Stock Exchange and Guidelines for Insider issued by Nasdaq Helsinki Ltd as well as the EU’s Market Abuse Regulation 596/2014. 

The purpose of the investor communications of Suominen is to communicate to markets reliable, sufficient and up-to-date information for basis of valuation of the Company’s share. Suominen follows the principal of equality in its investor communications.

Suominen’s Board of Directors reviews and approves the Disclosure Policy annually and it will be updated, if necessary.

2 Responsibilities

The President and CEO, the CFO and the IR and Communications Director are in co-operation responsible for the financial reporting and investor communications of the Company. In addition to them, only the Chair of the Board of Directors of the Company may provide statements regarding the financial standing and development of the Company. The management of the Company keeps the Company’s Board of Directors aware of the contents of the material stock exchange releases of the Company prior to the issuance thereof. The Board of Directors does not in advance approve all of the material stock exchange releases.

3 Matters to be disclosed

Public companies must follow the periodic and ongoing disclosure requirements. In addition the Company must follow other disclosure requirements pursuant to the applicable laws and regulations.

 

3.1 Periodic, ongoing and other disclosure requirements

Periodic disclosure requirement:

The periodic disclosure requirement includes the reporting of annual financial statements and interim reports. Suominen publishes financial reports quarterly and publishes the Company calendar regarding the planned release dates for the annual financial statements and following year’s interim reports prior to the beginning of new financial period. The Company calendar is also available at the Company’s website.

 

Ongoing disclosure requirement:

Suominen discloses as a stock exchange release as soon as possible details of major decisions, matters and events concerning directly itself that are of precise nature and which are consider such that the publication thereof would likely to have significant effect on the price of Suominen’s share or other financial instruments or on the price of related derivative instruments (“Financial Instrument”) (“Inside Information”).

Inside Information is considered to be precise in nature if it indicates a set of circumstances which exists or which may reasonably be expected to come into existence, or an event which has occurred or which may reasonably be expected to occur, where it is specific enough to enable a conclusion to be drawn as to the possible effect of that set of circumstances or event on the prices of the Financial Instruments.

In the case of a protracted process, such as transaction negotiations, that is intended to bring about, or that results in, particular circumstances or a particular event, those future circumstances or that future event, and also the intermediate steps of that process which are connected with bringing about or resulting in those future circumstances or that future event, may be deemed to be precise information.  

Information which would be likely to have a significant effect on the prices of Suominen’s Financial Instruments, shall mean information a reasonable investor would be likely to use as part of the basis of his or her investment decisions.

Information which might constitute Inside Information are among others:

-        changes in Company’s management, 

-        future outlook and profit warnings, 

-        significant investments, financial arrangements and transactions, 

-        significant changes in the operative environment, 

-        significant new direction for business or new co-operation arrangement,

-        information on share issue, purchase or redemption offer or other change related to Company’s Financial Instruments such as combination or splitting of share series,

-        initiation of major legal proceeding or ruling therein or significant decisions by authorities.

 
The Board of Directors of Suominen or in urgent cases the President & CEO is responsible for defining whether information occurred falls under the definition of Inside Information.

 

Other disclosure requirements:

The other disclosure requirements of the Company concern, among others, invitation to the general meeting, proposals by the Board of Directors or other for the general meeting, issuance of shares, changes in the Board of Directors or management of the Company, change of the auditor of the Company, share based incentive plans, transactions between the Company and its related parties, purchase or conveyance of Company’s own shares.

The Company discloses information related to the abovementioned matters as soon as possible.

3.2 The delay of disclosure of Inside Information in certain cases

Suominen discloses Inside Information concerning directly itself as soon as possible. The Company may postpone the disclosure of Inside Information if all of the following requirements are fulfilled:
 

(i)               the immediate disclosure of Inside Information is likely to prejudice the legitimate interests of the Company;

(ii)              the immediate disclosure of Inside Information is not likely to mislead the public and

(iii)             the Company is able to ensure the confidentiality of that Inside Information.

 

In the following example situations the legitimate interest of the Company mentioned in above paragraph (i) may be prejudiced so that the delay of disclosure of Inside Information may be possible (provided that other requirements for the delay are fulfilled simultaneously):

(i)                ongoing negotiations, where the outcome or normal pattern of those negotiations would be likely to be affected by public disclosure;

(ii)              the information is related to a situation where the financial viability of the Company is in grave and imminent danger, and where such a public disclosure would seriously jeopardize the interest of shareholders by undermining the conclusion of specific negotiations designed to ensure long-term financial recovery;

(iii)             decisions taken or contracts made by the management body of the Company which need the approval of another body of the Company in order to become effective, and  the disclosure of the information before such approval, together with the simultaneous disclosure that this approval is still pending, would jeopardize the correct assessment of the information by the public;

(iv)             the information is related to progress in product development, patents or in other type of inventions and it is the benefit of the Company to protect the progress before the matter is disclosed;

(v)              the information is related to the Company’s decision to sell or buy a major holding in another company, and the deal may fail with premature disclosure or

(vi)             the information is related to a previously disclosed transaction requiring approval by authorities. In these situations, the disclosure of additional conditions imposed by an authority may be delayed if the disclosure might jeopardize the transaction.

 

In the following example situations, the delay in the disclosure of Inside Information is likely to be misleading the public (and the delay of disclosure is therefore not possible in these situations):

 

(i)              the information the Company intends to delay the disclosure of is materially different from a previous disclosure of the Company on the matter; 

(ii)             the information the Company intends to delay the disclosure of regards the fact that the Company’s financial objectives are likely not to be met, where such objectives were previously publicly announced; 

(iii)            the information Company intends to delay the disclosure of is in contrast with the market’s expectations, where such expectations are based on signals that the Company has previously set.

 

The possibility to delay public disclosure does not apply to the duty to issue a profit warning, therefore a profit warning shall be issued as soon as possible.

The Board of Directors of Suominen, and in urgent cases the President and CEO, shall make the decision on delaying the publication of inside information.  The decision on the delaying the publication of Inside Information shall be documented and a case specific insider register shall be set up for that purpose. The Company follows the fulfillment of the requirements for the delay of disclosure and shall publish the delayed Inside Information as soon as possible when the requirements are no longer met. Inside Information shall not be published if the project concerning Inside Information expires.

The Finnish Financial Supervisory Authority will be informed about the postponement immediately after the final announcement has been made. Justification on the fulfilment of the requirements set for the delay of publication of Inside Information shall be stored for 5 years and delivered to the Finnish Financial Supervisory Authority by request. 

3.3 Future outlook and updating thereof

In addition to what is required under other rules and instructions, Suominen complies the following principles in its financial reporting:

  • Suominen’s Board of Directors publishes financial outlook as part of the Company’s financial statements release which includes managements’ estimation for the net sales and operating profit (excluding non-recurring items) for the then current financial period. The outlook is published also in connection of each interim report during the financial period. Suominen does not publish outlooks for individual quarters.

  • The financial outlook is based on Company’s estimation regarding the development of net sales and operating profit and managements’ view of the market situation.

  • The financial outlook is primarily published in verbal form (forward looking statement), not as a figure form forecast.

  • Suominen reserves the right not to publish financial outlooks in exceptional circumstances.

  • If Suominen’s financial results during a financial period deviates in an unexpected and significant way from what could reasonably be expected based on information previously disclosed by the Company, the Company shall publish updated financial outlook as a stock exchange release as soon as possible.

  • The Company’s most significant risks and uncertainties are also described in the financial statements releases and interim reports.

3.4 Customer agreements

Customer agreements are generally frame agreements and their purpose is to steer operations. The deliveries pursuant to the agreements may not materialize. For confidentiality reasons Suominen does not generally publish details from customer agreements unless the agreement or other matter related thereto constitutes Inside Information.

3.5 Transactions

Transactions which are estimated likely to have significant effect on the price of the Financial Instrument of the Company are published pursuant to the ongoing disclosure requirement and the rules of Nasdaq Helsinki Ltd.

3.6 Information leaks, market rumors and crisis 

  • If Inside Information, of which disclosure has been delayed by the Company, has leaked prior to the disclosure thereof, Suominen publishes such information without delay.

  • Suominen does not comment market rumors. If the management of the Company estimates that the market rumor is likely to have significant effect on the price of Suominen’s Financial Instrument, Suominen may consider publishing a release to correct incorrect or misleading information and to provide correct information in a non-discriminatory way.

  • In a situation where the market rumor explicitly relates to Inside Information the disclosure of which has been delayed, the Inside Information shall be disclosed as soon as possible when the rumor is sufficiently accurate to indicate that the confidentiality of that information is no longer ensured.

  • By request of Nasdaq Helsinki Ltd., the Company publishes information in such special circumstances that results in substantial uncertainty regarding fair and orderly trading in or the pricing of the Financial Instruments of the Company.
  • In crisis situations the local management of Suominen’s business units commences crisis management procedures, including communication procedures. In case the management of the Company estimates the situation so serious that it is likely to have significant effect on the price of Suominen’s Financial Instruments, the responsibility of communications is transferred to Suominen Group Communications function and a stock exchange release shall be published as soon as possible.

4 Investor relations and silent period

The Company regularly organizes investor meetings in connection with publishing of its financial reports. In addition, investors are met in connection with meetings organized by the Company or others. 

Suominen’s silent period commences 30 days prior to the publishing financial statements release or interim report and ends on the date publishing thereof. No investor meetings are organized during the silent period nor are the Group’s financial results or development commented.

The stock exchange releases are published through Nasdaq Helsinki Ltd. in Finnish and English language and simultaneously delivered to major media. The Company publishes releases also on its website as soon as possible.


5 Interpretation and application

The interpretation and application instructions related to this Disclosure Policy are provided by: President and CEO or person nominated by him/her.


Approved by the Board of Directors on 23 September 2008

Revised on 20 March 2009

Revised on 21 April 2010

Revised on 30 March 2011

Revised and amended on 24 April 2012

Revised and amended on 18 April 2013

Revised and amended on 28 April 2014

Revised and amended on 24 April 2015

Revised and amended on 27 April 2016

Revised and amended on 28 June 2016