Disclosure Policy
1. Purpose
Suominen Corporation (“Suominen” or the “Company”) complies in its communications with the applicable Finnish and EU legislation, such as the EU Market Abuse Regulation (the “MAR”), Nasdaq Helsinki Ltd.'s (“Nasdaq Helsinki”) rules and the Finnish Financial Supervisory Authority's guidelines, as well as with the Company's internal guidelines.
The purpose of this Disclosure Policy (the "Policy") is to describe the key principles that Suominen follows when communicating to the capital markets and the media.
2. Scope
This Policy applies to Suominen Group. All Suominen employees are required to comply with this Policy.
3. General principles
Suominen's communications are based on facts and the key principles of being systematic, open, honest, equal, and active. Suominen communicates both positive and negative issues equally to all external stakeholders and aims to give a fair and correct view of the Company's operations without undue delay. The goal of Suominen's Investor Relations ("IR") is to support the correct valuation of Suominen's share by communicating reliable, sufficient and up-to-date information transparently and equally in a timely manner to the capital markets about Suominen's operations, operating environment, strategy, objectives, and financial performance.
4. Regulated disclosure practices
Periodic disclosure obligation
Suominen discloses information about its financial performance according to a schedule announced in advance (periodic disclosure obligation). The Company's IR calendar regarding the planned release dates for the annual financial statements and the following year's interim reports is published prior to the beginning of each new financial year. The IR calendar is also available on the Company's website. In principle, information about the Company's financial performance, financial position, outlook, profitability development, or other essential matters related to Suominen's operations and operating environment is given in interim reports, half-year reports, and financial statements releases. All new information between the publication of these reports, which is deemed likely to have a significant effect on the price of the Company's financial instruments, is always published as a stock exchange release (ongoing disclosure obligation).
Ongoing disclosure obligation
The ongoing disclosure obligation refers to the Company’s obligation to disclose inside information which directly concerns it to the markets as soon as possible. In addition to the disclosure of inside information, the ongoing disclosure obligation covers also other information that is required to be disclosed by a stock exchange release by the rules of Nasdaq Helsinki.
Inside information refers to information of a precise nature that has not been made public and which directly or indirectly relates to the Company and its financial instruments and which, if it were to be made public, would likely have a significant effect on the prices of the Company’s financial instruments or related financial derivatives. Suominen has determined certain criteria and factors for the assessment of the price-sensitivity of an event and consequent potential obligation of disclosure.
The Company discloses inside information which directly concerns it through a stock exchange release in accordance with the MAR. The Company may also postpone the disclosure of inside information if the conditions for delay of disclosure set out in the MAR are met. In connection with a decision to postpone the disclosure of inside information, preconditions for the postponement are documented and a formal decision on the postponement is made.
Outlook statement
Suominen gives an assessment of its likely future financial development for a selected time period (future outlook) as part of the Company's financial statements release. The Company may publish a profit guidance by giving numerical guidance which includes the management's estimation for the comparable EBITDA (earnings before interest, taxes, depreciation and amortization) for the current financial year, or a more general verbal guidance on the Company's expectations for future financial developments. The outlook is published also in connection with each interim report during the financial period. Suominen does not publish outlooks for individual quarters. Suominen reserves the right not to publish financial outlooks in exceptional circumstances.
Profit warning
A profit warning will be issued without undue delay if Suominen's expected financial results, financial position or general outlook during a financial period deviate in an unexpected and significant way from what could reasonably be expected based on information previously disclosed by the Company and such deviation is likely to have a significant effect on the price of the Company’s financial instruments. A profit warning may relate to either a deterioration or improvement of the previously published outlook. A profit warning is always published as a separate stock exchange release.
Changes in shareholdings
Shareholders of listed companies have an obligation to notify both the Finnish Financial Supervisory Authority and the listed company in question of changes in their holdings. Changes must be disclosed when 1) direct holdings, 2) holdings through financial instruments or 3) the sum of these reach, exceed, or fall below 5%, 10%, 15%, 20%, 25%, 30%, 50%, 90% or two-thirds of the company's voting rights or the total number of shares. Suominen will publish this information as a stock exchange release without undue delay after the shareholder has notified Suominen and the Financial Supervisory Authority of the change.
Managers' transactions
Suominen publishes notifications on transactions related to Suominen's shares, debt instruments, derivatives or other financial instruments linked thereto conducted by persons discharging managerial responsibilities and persons closely associated with them once a total amount of EUR 20,000 (without netting) has been reached within a calendar year in accordance with the provisions of the MAR. Persons obliged to disclose such transactions consist of the members of Suominen's Board of Directors as well as the President and CEO and other members of the Company's Executive Management Team, including persons closely associated with them. Notifications on transactions are published as a stock exchange release without undue delay and at the latest within two business days of receiving notification of the transaction.
5. Other disclosure practices
Contact with investors, analysts and media
Suominen's Communications and IR functions coordinates communication with investors, analysts and media centrally. Suominen's top management participates in meetings with investors, analysts and media. The goal of the meetings is to provide useful information about Suominen and its operating environment. Discussions are based on information previously published by Suominen or on information generally available to the market. New information that would be deemed to have a significant effect on the value of the Company's financial instruments is not introduced in such meetings.
Suominen publishes on its website information regarding analysts that monitor the Company. Analyst opinions, estimates and forecasts that are related to Suominen's business operations are the analysts' own and do not represent or reflect the opinions, estimates or forecasts of the Company or its management. Suominen monitors analyst statements and estimates on the development of its share price but does not generally comment on such statements or estimates.
Suominen aims to make available to investors on its website the material used in investor and analyst meetings and result announcements in as up-to-date form as possible. Suominen also aims, where possible, to organize analyst meetings as well as information events related to earnings announcements via the internet, and open to all willing participants.
Silent period
Suominen observes a 30-day silent period prior to the publishing of its interim report, half-year report or financial statements release to prevent revealing unpublished financial information. During this time Suominen does not comment on the Company's financial performance, markets, its future outlook or business prospects. During this time Suominen's management and other employees do not meet with representatives of capital markets or financial media. Exceptions to this principle are the General Meetings of Shareholders, which may be held during a silent period, and the publication of a stock exchange release required by regulations and the communications relating thereto. In case of an event that requires disclosure during a silent period, Suominen shall publish the information without delay in accordance with the duty of disclosure and applicable regulations and shall determine on a case-by-case basis whether interviews will be given on the matter while limiting any such communication to the event in question. The IR calendar available on the Company’s website includes the dates of the silent periods.
Rumors, market speculations and leaks
Suominen does not generally comment on market rumors, share price development, actions of competitors or customers, or analyst estimates. However, if the management of the Company estimates that a market rumor is likely to have a significant effect on the price of Suominen's financial instruments, Suominen may consider publishing a stock exchange release to correct incorrect or misleading information and to provide correct information in a non-discriminatory way. Suominen may comment only on the accuracy of matters already disclosed in reports or analyses and does not comment on business matters in preparation. However, in the event Suominen determines that information expected to have a significant impact on Suominen's financial instruments is leaked, Suominen will publish a stock exchange release on the matter.
Spokespersons
Suominen's President and CEO and CFO are responsible for the Company's financial reporting and investor communication. Comments relating to Suominen's financial performance, markets, and outlook are given by the President and CEO and the CFO. In addition to them, only the Chair of the Board may provide statements regarding the financial standing and development of the Company.
6. Releases published by Suominen
Suominen's releases are divided into two categories: stock exchange releases and press releases. The category of the release is determined in accordance with rules of Nasdaq Helsinki and the Company’s internal guidelines based on the significance and relevance of the information.
Stock exchange releases
The Company discloses inside information as a stock exchange release as soon as possible, unless the disclosure of inside information has been delayed in accordance with the MAR. In addition, information disclosed according to the periodic disclosure obligation is published by the Company through a stock exchange release.
A stock exchange release is also used to publish regulated information that is required to be disclosed by means of a stock exchange release under the rules of Nasdaq Helsinki, such as changes in the Board of Directors or the Company's Executive Management Team, invitations to the General Meetings, proposals by the Shareholders’ Nomination Board for the General Meetings, issuance of shares, share based incentive plans, significant transactions between the Company and its related parties, and purchase or conveyance of the Company's own shares.
Press releases
Suominen's press releases are used to communicate events related to Suominen's business that do not include inside information or otherwise are required to be disclosed by the applicable regulation but are estimated to be newsworthy or of general interest to stakeholders.
7. Channels, distribution of releases and their availability
Suominen’s stock exchange releases are published through Nasdaq Helsinki and distributed to the main media in accordance with the rules of Nasdaq Helsinki. The Company’s website is the principal source of up-to-date information on Suominen.
Stock exchange releases and press releases published by Suominen are available on Suominen's website without undue delay after the information has been disclosed. The website includes an archive of previously published releases dating back a minimum of five years and financial reports dating back a minimum of ten years. As an obligation of a listed company on Nasdaq Helsinki, Suominen's official reporting language is Finnish. Suominen publishes its stock exchange and press releases and all other official material in both Finnish and English.
Suominen may also provide a public webcast when disclosing financial results or other important news.
8. Communications in exceptional situations
In a crisis situation the local management of the relevant Suominen business unit commences crisis management, including communications, procedures and informs the management of the Company. In case the management of the Company estimates the situation to be so serious that it is likely to have a significant effect on the price of Suominen's financial instruments, the responsibility for coordinating the communications is transferred to Suominen's Communications and IR functions and a stock exchange release shall be published as soon as possible.
9. Insider guidelines
In issues related to inside information Suominen complies with the applicable legislation, regulations and guidelines of the Finnish Financial Supervisory Authority as well as Nasdaq Helsinki's guidelines for insiders. Suominen observes a statutory closed period beginning 30 calendar days prior to the publication of an interim report, half-year report or financial statements release and ending at the end of the day of publication of such report or release. During this period, members of Suominen's Board of Directors and Executive Management Team as well as other Suominen employees who participate in preparing these financial reports are not permitted to trade or conduct other transactions relating to Suominen’s shares, debt instruments, derivatives or other financial instruments linked thereto, with certain exceptions. The IR calendar available on the Company’s website includes the dates of the closed periods.
10. Interpretations, deviations and changes
Instructions on the interpretation and application of this Policy are provided by the President and CEO or the CFO. The President and CEO has a right to decide on deviations from this policy in certain cases where justified by a good reason under applicable rules and regulations.
Any material changes to disclosure principles by the Company shall be published as a stock exchange release.
11. Further information
Any questions regarding this Policy are to be raised with the CFO.