Privanet Group Plc (hereinafter referred to as ”Privanet” or ”Company”) follows in its disclosure policy the EU Market Abuse Regulation (MAR), the Finnish Securities Markets Act, the disclosure requirements set for companies listed on the First North marketplace, which are regulated in the First North Nordic Rulebook, the disclosure requirements set for companies listed on the Nordic MTF, which are regulated in the Nordic MTF Rulebook, and also the Company’s internal administrative and operative guidance.
The goal of Privanet’s communication is to ensure that all market participants have (without delay and simultaneously) sufficient, reliable, essential, and consistent information about the Company and its operations, strategy, goals, financial performance, and all the other factors that influence the value of the securities issued by the Company.
In its communication, Privanet is committed to the following main principles:
- Communication is impartial, consistent, regular, and transparent.
- The disclosed information is correct, reliable, and relevant.
- Essential information is published without undue delay and kept easily accessible to investors, market participants, and the Company’s stakeholders.
The Company’s Board of Directors approves and confirms the Company’s disclosure policy. The financial director, IR responsible person, and communications and marketing director are responsible for the practical implementation of the disclosure policy, and also for publishing announcements. The Board of Directors approves the announcements published under the ongoing disclosure obligation and the obligation to disclose periodic information. The Chairman of the Board, or the financial director in his/her absence, and the Company’s Certified Adviser shall examine and approve the company announcements and press releases before publication.
Communication channels and representing the Company in the media
The Company’s stock exchange releases are mainly published through Nasdaq Helsinki’s publishing system and the Company’s website (www.privanetgroup.fi). The Company publishes all its releases in Finnish and English. Information is provided simultaneously to the Certified Adviser and the stock exchange, and it is available on the Company’s website without delay. The information is kept available on the Company’s website for five years after the original date of publication. Any significant changes to the disclosed information shall be published without unnecessary delay, and the changes shall be disclosed in the same manner as the original information.
Only the following named persons have the right to give public statements about the Company on the Company’s behalf:
- The CEO and Chairman of the Board may give statements about all the matters concerning the Company. However, the CEO shall not comment on matters concerning the Company’s Board of Directors, instead the Chairman of the Board represents the Board of Directors.
- Only the CEO, financial director, and Chairman of the Board may comment on the Company strategy, result, and financial goals and their development.
- The CEOs of Privanet Capital Markets Ltd and Privanet Securities Ltd may give statements about matters concerning the services and products of their own business activities.
- The Chairman of the Board and the IR responsible person, together with the communications and marketing director, are responsible for the Company’s media relations. The Company arranges events and occasions for the media, investors, and analysts. Invitations to the events are published beforehand on the Company’s website, or personal invitations are sent. The presentation material used in investor meetings, result releases, and other such events, are available on the Company’s website at the latest after the event.
The Company aims at having its representative available as soon as possible to answer any questions by the analysts, the media, or others. Discussions with the analysts, media, or other parties are based on market information previously released by Privanet, or on other market information generally available.
The social media shall never be the primary communication channel regarding information that the Company is obligated to disclose. The role of social media is to support other channels and to further distribute the information disclosed in the official channels.
Obligation to disclosure periodic information, disclosure of inside information, and the ongoing disclosure obligation
Obligation to disclose periodic information
The Company publishes a financial statement report without undue delay after the Company’s Board of Directors has approved the financial statements, but at the latest two months after the end of the financial period. The information concerning the financial statements shall be disclosed internally and externally only after the financial statement report containing the same information has been published as a company announcement. The Company publishes a half-yearly report without undue delay after the Company’s Board of Directors has approved it, but at the latest two months after the report period has ended.
The Company publishes the annual report and official financial statements at the latest three weeks before Annual General Meeting. The annual report contains information about significant events of the reporting year, and about the shareholders, share capital and key figures, as well as the CEO’s review and the Board of Director’s report.
Disclosure of inside information and the delay of public disclosure
The Company publishes inside information regarding the Company as soon as possible in such a manner that the public has a fast and equal access to it, and so that the information may be assessed in depth, properly, and at the right time. The Company publishes any significant changes to previously published information as soon as possible.
Inside information refers to such precise and unpublished information that is directly or indirectly related to one or more issuers or to one or more financial instruments and that, if published, would likely have a significant effect on the prices of the financial instruments in question or their derivatives.
The disclosure of inside information may be delayed if the following conditions are met:
- immediate disclosure is likely to endanger Privanet’s legitimate interests;
- delaying the disclosure is not likely to mislead the public; and
- Privanet Group can ensure that the information in question remains confidential.
In case the conditions for delaying are met, the Company makes the decision to delay the disclosure of inside information. At the same time, an insider register must be established concerning the information in question. The decision to delay must be justified and stored for five (5) years. The Company must immediately inform the stock exchanges and the Certified Adviser about its decision to delay the disclosure of information.
After the decision to delay the disclosure, the Company must make sure that all the conditions for delaying are fulfilled until the insider information has been disclosed, or the project in question has been dissolved. When the Company discloses delayed information, the Financial Supervisory Authority must be notified immediately.
Other ongoing disclosure obligations
The Company must disclose the information below, regardless of whether or not it includes inside information:
- transactions between the Company and its inner circle that do not belong to usual business activities, except if the transaction is apparently insignificant
- general meeting invitations and decisions made in general meetings
- changes in the composition of the Board of Directors, management group and auditors
- change of the Certified Adviser
- important appointments and changes in the organization
- changes in the articles of incorporation and in the share capital
- issuing of new shares and introductions of share-based incentive systems
- other than a standard auditor’s report, or one that includes special remarks or additional information
- other important matters that impact the business, or those mentioned in the First North Nordic Rulebook at any given time
Company management and their inner circle must report transactions made with Company securities to the Company and the Financial Supervisory Authority within three (3) business days of the transaction. The Company publishes reports from the management and their immediate circle in a manner similar to Company news without delay, within three (3) business days of the transaction.
A so-called silent period precedes the financial reports that are published periodically. During the silent period, the Company does not comment on its financial standing, the market, or the future prospects. During the silent period, the upper management does not meet with investors, analysts, or other market participants, and does not give interviews regarding the Company’s financial standing or general views. The silent period begins 30 days before the publication date of the next half-yearly report or financial statement report. The dates of the silent period can be seen on the investor calendar on the Company website. During the silent period, the insiders are prohibited from trading Company securities.
In case the Company has announced a forecast regarding its result or turnover and finds that the circumstances have changed to such an extent that the result or turnover is believed to significantly deviate from the forecast, the Company shall disclose such information without delay in the form of a profit warning in a company announcement.
Rumors and information leaks
The Company does not comment on any rumors possibly circulating within the market, or on the price development of the shares, on the activities of competitors or customers, or on the analyst’s estimates, unless it is necessary in order to correct such incorrect information about the Company that could have an impact on the value of Company shares. The Company shall not comment on any unfinished business operations. In case information that may affect the Company’s share price leaks outside the Company, the Company will publish a company announcement about the matter as soon as the Company has knowledge about it.
The Company has a specific crisis communication plan for crisis situations. It is intended to ensure uninterrupted communication in possible critical situations. The Chairman of the Board appoints a crisis management team to manage the situation and communication depending on the extent and nature of the crisis.
The Company publishes press releases about its significant business activities. Press releases are used to publish information that does not meet the criteria for a company announcement but that the Company thinks may interest stakeholders. The Company may publish press releases about such matters that relate to companies that are significant from the viewpoint of the Company’s business and are traded on the Privanet marketplace.