Updated: May 29, 2020
The purpose of this disclosure policy is to define the reporting and other external communications practices followed by the Company in its investor communications and financial reporting. The purpose of the disclosure policy and related procedures is to ensure that the Company’s reporting fulfils the criteria set out in EU and Finnish legislation, NASDAQ Helsinki’s rules and guidelines for insiders, and the guidelines and regulations of the Finnish Financial Supervisory Authority and other authorities.
The purpose of reporting is to ensure that all market stakeholders have simultaneous access to sufficient and correct information about the Company, its operations, goals, strategy and financial situation, in order to determine the fair value of Solteq Plc’s shares and listed financial instruments. The right timing, simultaneousness, continuity and transparency are principles guiding the Company’s reporting practices.
2. Disclosure Requirements and Investor communications
Solteq’s disclosure requirements consist of a periodic and ongoing reporting. In addition to periodic and ongoing obligations to report, Solteq releases information required by stock exchange guidelines and the law, and other information of interest to investors.
Periodic disclosure requirements and other periodic reporting
Periodic disclosure requirements refer to the Company’s obligation to publish information regularly about its financial standing and performance, and on the development of these two matters. Financial reports are published at group-level and according to Solteq’s two segments. In addition, the requirements for periodic disclosure include information about the Company’s corporate governance system.
The Company will publish regularly, without undue delay and when any such information has been confirmed by the Board of Directors or any other competent body within the Company:
Interim reports for the first and third quarters;
Financial statements; and
Annual report, consisting of a separate report of the corporate governance system and non- financial issues.
The publication dates of financial reporting that must be conducted periodically are announced in the Company’s IR calendar and a stock exchange release. These publishing dates for each financial year are announced before the end of the previous financial year.
Also, the Company regularly publishes the salary and remuneration report of the Board of Directors and CEO before the Annual General Meeting.
Ongoing disclosure requirements and other ongoing reporting
Ongoing disclosure requirements refer to reporting, whenever necessary, on any inside information which the Company considers to have a significant effect on the value of its financial instruments. Typically, inside information, falling into the category of ongoing disclosure requirements, are:
Significant changes in the outlook,
Positive and negative profit warnings,
Changes in strategy,
Major investments and financial restructuring,
Major changes in the organization and changes in the composition n of the Board and Executive Team, and change of auditor,
Significant court cases or other official procedures and any decisions made therein,
Acquisitions and joint venture agreements that are significant in terms of their monetary or strategic value
Business reorganizations and
Individual orders and agreements that are significant in terms of their monetary or strategic value.
Also, the following issues must be reported on a continuous basis:
Summons for General Meeting,
General Meeting decisions,
Significant share-based incentive systems,
Notifications of major holdings and
Senior management’s business activities.
Investor communication is primarily carried out by means of stock exchange and press releases. The Company may also publish other reports concerning its business activities, and society and stakeholder groups, in its communication channels, such as blogs and social media. The release type is determined by the relevance and significance of the information, and regulations and guidelines concerning the Company.
Stock exchange releases
The Company uses stock exchange releases to publish information, reports and inside information according to the requirements for periodic and ongoing disclosure.
The Company uses press releases to report on events regarding its business that do not fulfil the requirements for the publication of inside information or other stock exchange release information, but which are nevertheless considered to have news value or to be of interest to the Company’s stakeholders.
Press releases contain more detailed information about the Company’s innovations, products, and solutions or locally relevant issues.
Press releases can be used to report on matters such as the following:
Smaller mergers, acquisitions or partnerships,
Orders and agreements related to normal business operations,
Successful projects or customer cases,
New product launches and technical innovations,
Cooperation agreements with customers and partners and
Appointments for business units and local management.
3. Operating practices
Responsibilities and persons making statements
Any official statements concerning the Company are made by the CEO and CFO. Official statements concerning the Board of Directors are made by the Chairman of the Board. Any queries regarding stock exchange releases are directed to the CEO and/or CFO, while queries regarding press releases are directed to the Company’s Director of Communications.
All statements under the Company’s name are given within the framework of previously published information, and precisely in accordance with them. Individual statements may not deviate from information previously published by the Company, or provide any supplementary information which, together with previously published information, may constitute new, relevant information that may be construed as inside information.
Representing the Company on the social media is determined by internal guidelines issued for social media use.
Investor communication channels and the distribution and availability of releases
The Company uses a press release distribution system provided by Cision in its investor communications to distribute stock exchange releases to Nasdaq Helsinki and key media. In general, press releases are distributed to the media using the same system.
Information on the Company is primarily available on the Company’s website (www.solteq.com), which includes all published stock exchange and press releases. The website offers reliable and up-to- date information with which investors can create an accurate picture of the Company, and facts and events affecting the value of the Company’s financial instruments. Financial reports published by Solteq are available on the Company’s website for at least ten years, and stock exchange releases for five years after their publication. Owner and share information on the website are provided by Euroland.Com Ab.
Social media is not the primary communications channel for information included under a reporting obligation, or other new information. The role of social media is to support other channels. The Company has internal instructions for using social media in its communications.
The Company’s official reporting language is Finnish. Any material covered by a listed company’s obligation to report is published at the same time in English. As a rule, stock exchange releases are published in Finnish and English. Press releases are published in the target country’s language and, on a case by case basis, in English or additional languages.
Market rumors and information leaks
The Company does not comment on market rumors. However, the Company may react quickly to correct any rumor or clearly incorrect information on the market if such information is certain or likely to have a major impact on the value of the Company’s financial instruments. If any unpublished information concerning the Company has accidentally reached persons outside the limited circle of insiders, the Company will report on this following a practice which is generally applied to publishing relevant information.
The Company will not correct or comment on forecasts made by analysts. If market expectations and forecasts are significantly different from estimates provided by the Company, the Company may highlight its own communications. The Company will not comment on any unfinished business transactions.
Any financial reports published periodically are preceded by a silent period that begins 30 days before the report’s publication date. During the silent period, the Company’s representatives must not meet with investors, analysts or any other market actors, or give any interviews.
If any event during the silent period requires immediate publication pursuant to a listed company’s requirement for disclosure, the Company will publish such information without undue delay. The Company will decide on a case-by-case basis whether to give interviews concerning published inside information during the silent period.
Obligation to publish inside information, delaying publication, and other matters to report on
The Company publishes inside information as soon as possible, unless publication is delayed, in which case the delaying requirements in accordance with the Market Abuse Regulation must be fulfilled. If a decision is made to delay publication, the conditions for such a decision are documented, an insider list is drawn up, and a delaying decision is drawn up using the Company’s template. The Company will inform the Finnish Financial Supervisory Authority on its decision to delay publication at the same time as it publishes inside information.
The Company will also publish other matters to be reported (such as summons for General Meeting) in accordance with the stock exchange guidelines.
The Company has instructions on how to act and what to communicate in crisis situations. Crisis communications form part of the Company’s risk management. The Director of Communications is responsible for crisis communications. The Company staff has been instructed to report on any potential or existing crisis situation by means of a separate crisis communications channel that will reach the crisis communications working group. Accuracy, transparency, timeliness, proactiveness and seamless cooperation with the authorities are principles guiding communications in crisis situations.
4. Additional information
Additional information about the disclosure policy is provided by:
CEO Olli Väätäinen
Telephone: +358 50 557 8111
CFO Kari Lehtosalo
Telephone: +358 40 701 0338