Disclosure Policy of Nanoform Finland Oyj
Approved by the Board of Directors of Nanoform Finland Oyj on 12 April 2022
This Disclosure Policy sets out the code of conduct and the principles pursuant to which Nanoform Finland Oyj (“Nanoform” or “Company”) communicates with the various parties in the capital markets. This Disclosure Policy will be reviewed periodically and amended if necessary.
2 Disclosure Obligation and the General Principles for Communications
The Company aims to ensure that all parties in the markets have simultaneous and prompt access to significant and sufficient information in order to determine the value of the Company’s shares. As such, the main goal of the Company’s communications is to provide correct, sufficient and significant information regarding the Company’s operations, operating environment, strategy, goals and financial status in a timely manner.
The Company complies in its communications with Finnish and EU legislation, the provisions of the EU Market Abuse Regulation (596/2014 “MAR”), the applicable rules and guidelines of Nasdaq Helsinki and Nasdaq Stockholm, the guidelines of the Finnish Financial Supervisory Authority and the Corporate Governance Code of the Finnish Securities Market Association. The Company’s communications are based on facts. As such, the Company’s communications will provide a truthful portrayal of the Company’s operations, operating environment, strategy, goals and financial capabilities.
The general principles that apply to the Company’s communications are transparency, openness, honesty, equality and active disclosure. The Company will systematically communicate both positive and negative information simultaneously to all of its interest groups.
The following principles will apply when disclosing information to the markets:
- All relevant information will be published without undue delay.
- In accordance with its ongoing disclosure obligation, the Company will disclose all inside information that pertains directly to the Company in a company release as soon as possible unless the Company has made the decision to delay the disclosure thereof in accordance with Section 2.3.
- Information will be disclosed systematically and promptly in order for the recipient of the information to be able to assess their impact on the Company’s financial status and future as well as on the price of the financial instruments issued by the Company.
- Information that may have a significant impact on the price of the Company’s financial instruments will be disclosed simultaneously to all interest groups via a company release issued through regulated information channels.
- All releases will be published on the Company’s website at www.nanoform.com.
- All releases will be published in English, and at the Company’s discretion at times in Finnish and/or Swedish.
2.3 Delaying the Disclosure of Inside Information
MAR obliges the issuer to disclose any inside information that pertains directly to the issuer as soon as possible. As such, the obligation to disclose inside information, as a rule, also applies to any decisions that are being prepared. Inside information must be disclosed in a company release in a manner that enables fast access and complete, correct and timely assessment of the information by the public. The Company may, at its own risk, delay the disclosure of the aforementioned information only in the event that immediate disclosure is likely to prejudice the legitimate interests of the Company, the delay of disclosure is not likely to mislead the public and if the Company is able to ensure the confidentiality of the said information.
The Company has established internal procedures to assess and disclose inside information and for assessing and monitoring the preconditions for delayed disclosure and the duration of this delay. The Company ensures that it monitors the persistence of the preconditions for delaying disclosure and that it is ready to disclose the relevant information immediately in the event of a data leak. In addition, the Company ensures that the decision to delay disclosure and the preconditions thereof are documented and stored in a durable medium and that they are updated in the event that any changes occur in the preconditions for delaying disclosure.
As authorised by the Board of Directors, the Company’s CEO and CFO monitors, assesses and decides upon the disclosure of inside information and whether its disclosure should be delayed.
When assessing whether specific information constitutes inside information, the Company will take into account the presumed scope or significance of the relevant decision, factor or circumstance when assessed in the context of the Company’s operations as a whole, the impact of the information on the price of the Company’s financial instruments, and any other market variables that may affect the price of the Company’s financial instruments.
After the Company has disclosed specific inside information, the Company will immediately notify the Finnish Financial Supervisory Authority if the Company had delayed the disclosure of the said inside information. A report regarding whether the preconditions for delaying disclosure were met will also be submitted to the Finnish Financial Supervisory Authority upon its request.
2.4 Market Rumours, Leaks and Market Evaluations
The Company will not comment on any market rumours. However, if the Company becomes aware that any information that might have a significant impact on the price of its financial instruments has leaked from the Company, the Company will issue a company release addressing the issue. Furthermore, in the event that a market rumour has a significant impact on the value of the Company’s share, the Company may consider issuing a release in order to provide the markets with correct information and to contribute to the reliable price formation of the relevant financial instruments.
The Company will not correct any analyst predictions, nor will it comment on the valuation of the Company or on any fluctuations in the price of its share. In the event that market expectations or predictions deviate significantly from the estimates provided by the Company, the Company will make a concerted effort to improve the accuracy of its communications.
2.5 Contacts with Investors, Analysts and Media
The Company strives to establish efficient communications between the Company and the various parties in the capital markets. Any communications aimed at the capital markets are intended to ensure that the markets have timely access to significant information concerning the Company and its shares in order to determine the value of the Company’s shares.
The Company strives to answer any routine inquiries made by shareholders, investors, analysts and media institutions without undue delay.
Furthermore, the Company’s Management Team will also meet with investors and share analysts on a regular basis at road show events and at meetings regarding the Company and its business operations, strategy and financial results.
Any statements concerning the Company will primarily be issued by the Company’s CEO or, should the former be indisposed, by the Company’s CFO, as well as by the Chairman of the Board of Directors. Other Company’s representatives may also attend investor events and meetings at the CEO’s request. Other persons may issue statements in matters regarding the Company only with the authorisation of the CEO.
The Company’s Management Team will only disclose facts that have already been published or which are generally known to the markets to media institutions and at the meetings and in the corporate presentations aimed at investors and analysts.
2.6 Disclosure of Financial Information
The Company discloses information regarding its financial status in accordance with an annual schedule that is disclosed in advance. The Company strives to publish the disclosure dates of the following financial year before the preceding one has ended. The company will disclose financial information on a quarterly basis.
The Company will also disclose a Corporate Governance Statement and Remuneration Report on its website. All other information required by the Corporate Governance Code is also available on the Company’s website.
2.7 Future Prospects
The Company will not less than annually publish a report on the future outlook of the Company that is directed to the markets. The outlook will be disclosed in the relevant financial statements release at the latest. These outlooks are based on the views held by the Company’s Management Team of the Company’s development up to the date of their disclosure. Future outlook will be disclosed in the financial statements releases and in the quarter-year financial reports, in addition to which they will also be disclosed in the annual reports and published on the Company’s website.
The Company will not publish financial guidance on a year-to-year basis, but rather provide business targets for 2025 and near-term business targets for the next and following year.
2.8 Profit Warnings
The Company will issue a profit warning as quickly as possible if the Company determines that its projected result, financial status or future prospects have considerably weakened or improved and that this change may have a significant impact on the price of the Company’s financial instruments.
The Company’s Board of Directors will assess and decide upon whether a profit warning is necessary at the request of the Company’s CEO or CFO.
A company release will always be issued for each profit warning.
2.9 General Meetings
The Company’s General Counsel is responsible for organising the Company’s General Meetings and the Chairman of the Board of Directors for the contents thereof. The communications team (set out below) is responsible for drawing up and distributing the releases related to the General Meetings.
3 Roles and Responsibilities
Investor relations and ensuring compliance with the legal provisions applicable to the Company’s communications are the responsibility of the Company’s Board of Directors, the CEO, and the CFO.
The Company’s Board of Directors makes all decisions regarding the issuance of any profit warnings. Other company releases required by the applicable legal provisions can however also be made by the CEO or CFO alone. The parties responsible for approving the contents of the said releases are listed below in Section 4.
Only the Company’s CEO and, should the former be indisposed, the CFO, as well as the Chairman of the Board of Directors, are entitled to issue public statements regarding the Company. Other persons may issue statements only with the authorisation of the CEO.
The CEO is responsible for monitoring compliance with the Disclosure Policy and its interpretation. Operative responsibility for the practical implementation of the Company’s Disclosure Policy lies with the communications function of the Company, which includes the Company’s CEO, CFO, General Counsel, and Director of Investor Relations. If necessary, the Director of Investor Relations will provide additional instructions for the practical implementation of the Disclosure Policy, such as how to compile information that will be disclosed or published on the Company’s website. The Director of Investor Relations will also prepare and coordinate all events and presentations aimed at shareholders, investors and analysts.
4 Releases Issued by the Company
The Company issues two types of releases: company releases and press releases.
4.1 Company Releases
The Company will issue a company release regarding such matters, measures and events affecting the Company’s operations that will likely have a significant impact on the price of the Company’s financial instruments as set out in MAR and other applicable legislation and guidelines, and any other matters that the Company must disclose pursuant to applicable legal provisions and the rules of the Stock Exchange as soon as possible. The Company will determine at its own discretion whether specific information is likely to have a significant impact on the price of the Company’s financial instruments. The Company will weigh the factors and circumstances affecting each specific case in light of whether a reasonable investor would be likely to use such information as a part of the basis of their investment decision.
In its assessment, the Company will take e.g. the following factors into consideration:
- the estimated scope or significance of the relevant decision, factor or circumstance vis-à-vis the Company’s operations as a whole
- the impact of the information on the key factors affecting the price of the Company’s financial instruments
Information that will be disclosed includes e.g. the following:
- quarter-year financial reports and financial statements releases
- significant changes in strategy
- significant changes in the Company’s financial and general future prospects
- significant orders and agreements
- significant business acquisitions and divestitures, asset sales and new joint ventures
- significant investments
- changes in the composition of the Company’s Board of Directors as well as any changes of CEO or CFO
- change of auditors
- events with a significant impact on the Company’s financial capabilities
- transactions concluded by managers and persons closely associated with them that involve the Company’s financial instruments
- and other matters set out in the applicable rules issued by the Stock Exchange
The Company’s CEO (or if the latter is indisposed, the CFO) will review and approve any company releases before they can be published.
Company releases will be submitted to Nasdaq Helsinki and Nasdaq Stockholm and to key media institutions without delay in addition to being published on the Company’s website. Each will include the following or similar legend: ”This information disclosed by XXX constitutes inside information as defined in the EU Market Abuse Regulation 596/2014. The information was submitted for publication, through the agency of the contact person above, on XX, 2020 at XX:XX (CEST).”
4.2 Press Releases
The Company may also choose to disclose information about developments in its business operations by issuing press releases. Press releases will be used to disclose matters that do not require the issuance of a company release but which the Company considers newsworthy or otherwise of interest to the Company’s interest groups. The Company’s communications team is responsible for issuing the press releases together with the relevant person responsible for the operation and the CEO. The CEO must approve the press releases before they can be issued.
The Company issues its company and press releases via an established news distributor, which will ensure that the company’s releases are disseminated to the market on a non-discriminatory basis in accordance with the EU Market Abuse Regulation and the rules of Nasdaq First North Growth Market. All company and press releases will, to the extent possible, be published simultaneously also on the Company’s website.
In addition to releases, the Company’s website (www.nanoform.com) is the most important channel for communicating information regarding the operations and finances of the Company. The investor page of the website will be in Finnish, Swedish and English, excluding those releases and materials that the Company has only published or released in English.
In order to ensure that all interest groups have simultaneous access to the same information, the Company will publish any materials disclosed at results presentations or analyst conferences on its website as simultaneously as possible with the said presentations or conferences.
In insider matters, the Company complies with the applicable legal provisions in the manner expected of a listed company as well as with the Guidelines for Insiders issued by the Stock Exchange and the Company’s own Insider Policy.