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 rules and the Finnish Financial Supervisory Authority's guidelines, and the Company's corporate governance principles. 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.
This Policy applies globally to all Suominen Group companies, and 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 to the capital markets about Suominen's operations, operating environment, strategy, objectives, and financial performance.
4 Regulated disclosure practices
Suominen discloses information about its financial performance according to a schedule announced in advance. 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 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 to have a significant effect on the Company's financial instruments, is always published as a stock exchange release.
Disclosure of insider information
Any inside information that directly concerns Suominen is made public as soon as possible, and a business matter containing inside information is disclosed to the market at the time when it is deemed to become inside information.
The Board of Directors of Suominen or in urgent cases the President and CEO is responsible for defining whether information falls under the definition of inside information.
The Company may postpone the disclosure of inside information if all of the following requirements are met: (i) immediate disclosure of the information is likely to prejudice the legitimate interests of the Company; (ii) postponing disclosure of the information is not likely to mislead the public; and (iii) the Company is able to ensure the confidentiality of the information.
In connection with a decision to postpone the disclosure of inside information, preconditions for the postponement are documented, an insider list concerning the matter is established and a formal decision on the postponement is made.
Financial targets and outlook statement
Changes to the Company's financial targets are published in a stock exchange release.
Suominen gives a financial outlook as part of the Company's financial statements release which includes the management's estimation for the EBITDA (earnings before interest, taxes, depreciation and amortization) for the current financial year. 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.
A profit warning will be issued without undue delay if Suominen's financial results 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.
Suominen's President and CEO will estimate and decide, together with the Chair of the Board, whether there is a need to issue a profit warning. A profit warning is always published as a 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.
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 5,000 (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 Team, including persons closely associated with them. Notifications on transactions are published as a stock exchange release 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 function handles communication with investors, analysts and media centrally. Suominen's top management, together with a representative from IR, 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 observes a 30-day silent period prior to the publishing of its financial result. 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.
Rumors, market speculations and leaks
Suominen does not comment on market rumors, share price development, actions of competitors or customers, or analyst estimates. 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 does not comment business matters in preparation. However, in the event 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.
Suominen's President and CEO, CFO and Vice President of Communications & IR are in co-operation 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 based on significance and relevance of the information and according to internal guidelines.
Stock exchange releases
In stock exchange releases Suominen publishes important decisions, matters and developments that are deemed to have a significant effect on the value of Suominen's financial instruments.
A stock exchange release is used to announce, for example, financial statements, interim reports, key strategic matters and significant changes in the financial and general outlook. A stock exchange release is also used to announce e.g. changes in the Board of Directors or the Company's management, significant investments, financial arrangements and transactions, significant new direction for business or new co-operation arrangement, information on share issue, purchase or redemption offer or other change related to the 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. Also invitation to the general meeting, proposals by the Board of Directors and Nomination Board for the general meeting, issuance of shares, change of the auditor of the Company, share based incentive plans, significant transactions between the Company and its related parties, and purchase or conveyance of the Company's own shares are disclosed as a stock exchange release.
Suominen's President and CEO or a person authorized by him/her approves stock exchange releases and the Communications and IR function publishes them through Nasdaq Helsinki.
Suominen's press releases are used to communicate events related to Suominen's business that do not include inside information but are estimated to be newsworthy or of general interest to stakeholders. The Communications and IR function publishes Suominen's press releases.
7 Channels, distribution of releases and their availability
Suominen publishes all inside information as a stock exchange release through Nasdaq Helsinki and main media channels. However, the main source of information about Suominen is the Company's website.
Stock exchange releases and press releases published by Suominen are available on the Company's website without undue delay after the information has been disclosed. The website includes an archive of previously published releases and financial reports dating back a minimum of five years. As an obligation of a listed company on Nasdaq Helsinki stock exchange, Suominen's official reporting language is Finnish. All official material will be published both in Finnish and English.
Suominen may also provide a public webcast when financial results and important news are being disclosed.
8 Communications in exceptional situations
In crisis situations the local management of Suominen's business units commences crisis management procedures, including communications procedures. 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 of communications is transferred to Suominen's Communications and IR function 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, standards of the Finnish Financial Supervisory Authority as well as Nasdaq Helsinki Ltd's guidelines for insiders. Suominen observes a 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 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.
10 Interpretations and deviations
Instructions on the interpretation and application of this Policy are provided by the President and CEO or a person nominated by him/her.
11 Further information
Any questions regarding this Policy are to be raised with VP, Communications & IR.