Siili Solution Plc’s (“Siili” or “Company”) shares are subject to trading on the main list of Nasdaq Helsinki Ltd. In its operations and Disclosure Policy, the Company complies with laws and regulations valid in Finland, including the Market Abuse Regulation (EU) N:o 596/2014, the Securities Markets Act as well as rules and recommendations provided by the Helsinki Stock Exchange for issuers of shares. The governance and disclosures of Siili are based on the Finnish Limited Liability Companies Act (624/2006, as amended), the Securities Markets Act (746/2012, as amended), EU regulation, Siili's Articles of Association as well as instructions provided by competent authorities, such as the Financial Supervisory Authority and the European Securities and Markets Authority.
This Disclosure Policy sets out the policies and procedures according to which Siili communicates with the various parties in the capital markets. Siili aims to ensure that all parties in the markets have simultaneous and fast access to significant and sufficient information in order to determine the value of the Company’s shares.
This Disclosure Policy will be reviewed periodically and amended if necessary.
2 Disclosure obligation and general principles for investor communications
In its communications, Siili complies with Finnish and EU legislation, the rules of Nasdaq Helsinki Ltd, regulations and guidelines of the Financial Supervisory Authority and the Company's corporate governance principles.
Communications by Siili are based on facts. The general principles of communications are transparency, openness, honesty, equality and active disclosure. Siili will consistently communicate both positive and negative information at the same time to all stakeholders. The goal is to provide a true and fair view to the Company's operations as fast as possible, including a truthful portrayal of the Company’s operations, operating environment, strategy, goals and financial performance.
Disclosure obligations under the EU Market Abuse Regulation, the Securities Markets Act and other regulation and guidelines applicable to the Company can be divided into periodic and ongoing disclosure obligations. The periodic disclosure obligation refers to the obligation of the Company to provide information on its result and financial position on a regular basis.
This applies to the publication of half-year reports, financial statements and financial statements releases. The ongoing disclosure obligation refers to the public disclosure of inside information concerning the Company, i.e. information likely to have a
significant effect on the prices on the Company's financial instruments, such as its share or other related financial instruments.
The following principles apply to the disclosure of inside information to the markets:
a) Inside information is disclosed as fast as possible.
b) Disclosure is consistent and accurate so as to enable the recipient of the information to assess its impact on the Company’s financial position and prospects.
c) Information is provided to all stakeholders simultaneously, and it is disclosed in a closely controlled manner: first to Nasdaq Helsinki and main media, and only thereafter to other parties.
d) All releases will be published on the Company's website.
e) All releases will be published in Finnish and English.
Siili discloses information regarding its financial position in accordance with an annual schedule disclosed in advance. The disclosure dates of the following financial year are published before the preceding financial year has ended.
Information on the financial position, balance sheet and funding position, prospects, profitability performance or other relevant matters concerning the Company’s operations and operating environment are, as a rule, provided in the half-year report and financial statement releases. If information on these matters that constitutes inside information is disclosed between the financial statement releases and half-year reports, it is always issued as a stock exchange release.
Public disclosure of inside information and delaying the disclosure
As a rule, Siili publishes inside information on itself as a stock exchange release as soon as possible. The decision about the disclosure of inside information is made together by the Company's Chief Executive Officer, Chief Financial Officer and General Counsel. Decisions about the disclosure of inside information can be made by two of the following together: Chief Executive Officer, Chief Financial Officer and General Counsel.
Exceptionally, Siili may decide to delay the disclosure of inside information provided that all of the following conditions are met:
1) immediate disclosure is likely to prejudice the legitimate interests of the Company;
2) delay of disclosure is not likely to mislead the public; and
3) the Company is able to ensure the confidentiality of the information.
A decision about delaying the disclosure of inside information is made by the Chief Executive Officer alone or by the Chief Financial Officer and General Counsel together. The decision concerning the fulfilment of preconditions for the delay of disclosure of inside information is always based on careful assessment. The assessment and decision about the delay are made in writing, the decision is dated (including the time of day), and the assessment and decision are retained for a minimum of five (5) years after the decision has been made. The General Counsel of the Company is responsible for preparing and retaining the decision. The Chief Executive Officer, Chief Financial Officer and General Counsel monitor the fulfilment of the preconditions for delay on a continuous basis in order that the Company is prepared to disclose the information immediately if the preconditions for the delay are no longer fulfilled. When inside information is disclosed by a stock exchange release, the Company will notify the Financial Supervisory Authority about the matter in accordance with the instructions issued by it.
When Siili decides to delay the disclosure of inside information, a project-specific list of insiders is established for the information concerned.
Rumours, market evaluations and information leaks
As a rule, Siili does not comment on any market rumours, price performance of its share, actions by its competitors or customers or analyst assessments except in order to correct clearly inaccurate information about the Company's operations. Siili does not comment on incomplete business transactions. However, if a rumour is clearly related to inside information whose publication has been delayed and the rumour is detailed enough that the confidentiality of the information can no longer be ensured, the Company will disclose the information by a stock exchange release as soon as possible after the matter has come to its attention.
Contacts with investors, analysts and media
Siili 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 relevant information concerning the Company and its shares in order to determine the value of the Company’s shares.
Aside from the silent period, Siili strives to answer any routine inquiries made by shareholders, investors, analysts and media without undue delay. Only the Chief Executive Officer of Siili Solutions Group has the authority to make public statements about inside information or other relevant information concerning Siili.
Furthermore, Siili’s management team will also meet with investors and equity analysts on a regular basis at road show events and meetings to present the Company, its business operations, strategy and financial performance. Information provided by Siili’s management in the meetings and presentations to investors and analysts is limited to facts that have already been published or are generally known to the markets.
Siili’s communications prepare and coordinate all events and presentations aimed at shareholders, investors and analysts.
In its communications, Siili observes a silent period beginning 30 days before the publication of the financial reports, i.e. financial statement bulletin, half-year report and business reviews. During the silent period, Siili will not comment on the Company’s financial position, the markets or future prospects. During the silent period, Siili’s management will not meet with representatives of the capital markets or the financial media industry nor will it comment on matters related to the Company’s financial position or prospects. If Siili discloses inside information during the silent period, Siili may comment on the inside information concerned. Inside information is disclosed without delay also during the silent period in accordance with the provisions concerning the disclosure obligation.
The dates of the silent periods are disclosed in the Investor Calendar available on Siili’s website.
Disclosure of financial information
Financial information and key figures are disclosed at the group level in Finnish and English.
Siili publishes its view of the Company’s future prospects to the markets on an annual basis. The next year's prospects are communicated at the latest in the financial statement release. The views presented are based on the current assessment of the Company management about the performance of the Group and its constituent companies. Actual results may deviate significantly from these statements and estimates. Siili's guidance is published on the Company’s website, half-year report, financial statement releases and annual report. Current guidance to the markets is available on the Company website at https://sijoittajille.siili.com/en.
Siili issues a profit warning as soon as possible if the Company considers its result or financial position to have changed materially more positive (positive profit warning) or more negative than the Company has previously communicated and where such a change would be likely to have a significant impact on the price of Siili's financial instruments.
The need for a profit warning is assessed and decided on by Siili's Chief Executive Officer together with the Chairman of the Board of Directors. The assessment includes information previously disclosed by Siili and the prevailing market conditions.
A stock exchange release will always be issued for each profit warning.
Changes in ownership
In accordance with chapter 9, section 5 of the Securities Markets Act, a shareholder must notify the target company and the Financial Supervisory Authority of its proportional holdings and voting rights, when the proportion reach, exceed or fall below 5, 10, 15, 20, 25, 30, 50 or 90 percent or two thirds of the voting rights or the number of shares of the target company. The calculation is based on the information published by Siili about the total number of shares and voting rights in the Company. When Siili has been informed by a shareholder about a changed ownership interest, it will disclose the information without undue delay in a stock exchange release.
An obligation to disclose major shareholdings may arise on three separate bases.
1. Existing proportions of holdings and voting rights.
2. A so-called long position acquired through financial instruments.
3. The combined amount of items 1 and 2 above.
The obligation to disclose major shareholdings may also arise without any specific actions on the part of the shareholder, for example when the proportion of holdings is diluted as a consequence of a share issue or the proportion of holdings increases in response to the annulment of the Company's own shares. In addition, Siili also has an obligation to notify of a breach of notification thresholds due to the acquisition, disposal or annulment of its own shares.
3 Roles and responsibilities
At Siili, investor relations and compliance with securities market regulation are the responsibility of the Chief Exective Officer and the Board of Directors of the Company. The CEO is responsible for monitoring compliance with the Disclosure Policy and its interpretation. The Chief Executive Officer or a person designated by the CEO provides further guidance on the practical implementation of the Disclosure Policy when necessary.
The primary spokesperson for Siili in interviews and meetings is the Chief Executive Officer of the Company. Other representatives of Siili may also attend investor events and meetings at the CEO’s request.
4 Releases Issued by Siili
Siili issues two types of releases: stock exchange releases and press releases. In addition, Siili publishes on its website articles and references which may be of interest to the Company's stakeholders.
Stock exchange releases
Information on matters, actions and evens concerning the operations of the Company which is inside information or must be disclosed in a stock exchange release for example based on a requirement of the stock exchange is disclosed by Siili in a stock exchange release as fast as possible.
- Financial reports and business reviews on a half-yearly basis
- Significant changes in strategy
- Significant changes in the Company’s financial and general future prospects
- Significant orders and agreements received by group companies
- Significant business acquisitions, divestments and new joint ventures
- Significant investments
- Changes in the composition of the Group's Board of Directors and Management Team
- Change of auditors
- Events with a significant impact on the Company’s financial performance
- Other important matters affecting business operations
- Other matters requiring disclosure by way of a stock exchange release in accordance with the current rules of Nasdaq Helsinki
Siili may also choose to disclose developments concerning its business operations in press releases. Press releases will be used to disclose matters that do not require the issuance of a stock exchange release but which the Company considers newsworthy or otherwise of interest to the Company’s stakeholders. The Company’s communications is responsible for issuing press releases, together with the head of the operation concerned and the CEO.
In addition to stock exchange and press releases, Siili publishes current corporate news to all stakeholders on its website.
Siili discloses as fast as possible any information which is inside information and which is therefore considered likely to have a material effect on the value of the Company's share and other financial instruments. In addition to stock exchange and press releases, Siili's website at www.siili.com is the most important channel of publication of information on the Company's activities and financial performance.
Siili publishes stock exchange and press releases through Nasdaq Helsinki and main media. All stock exchange and press releases are published simultaneously on Siili's website in Finnish and English.
In order to ensure that all stakeholders have simultaneous access to the same information, Siili will publish any material disclosed at results presentations or analyst conferences on its website as simultaneously as feasible.
In addition to applicable legislation and authorities’ regulations, Siili complies with the guidelines for insiders issued by Nasdaq Helsinki.
Persons discharging managerial responsibilities at Siili (Members of the Board of Directors, Chief Executive Officer and the Group's Management Team) as well as certain persons participating in the preparation of Siili’s financial reporting may not trade in securities issued by the Company or conduct certain other transactions concerning financial instruments issued by the Company within 30 days preceding the disclosure of the Company's half-yearly report or financial statement release (so-called closed window). The so-called closed window ends after the publication date of the half-year report or financial statement release.
If inside information on the Company is given to members of the personnel, they will be informed that the Company's insider rules also apply to them. Thereafter, they are entered in the Company's project-specific insider register.
Policy is accepted by the Board of Directors of Siili Solutions Plc. Siili CEO is responsible for the policy.
The policy has originally been approved (in Finnish) on 13 April 2016 (updated on 3 July 2016, 31 October 2018, 24 January 2019, 29 January 2020 and 1 July 2022).