Disclosure policy

1 Introduction 

Siili Solutions Plc’s shares are listed on Nasdaq Helsinki. In its disclosure policy, the company complies with the rules and recommendations of the stock exchange, the provisions of the Finnish Limited Liability Companies Act, Securities Markets Act and other applicable legislation, the EU’s market abuse regulation and the secondary regulations passed under it and the guidance provided by the Financial Supervision Authority and the European Securities and Markets Authority. 

This disclosure policy by Siili Solutions Plc describes the operating principles and methods according to which Siili communicates with the various parties in the capital markets. Siili’s objective is to ensure that all market participants have simultaneously and without delay access to relevant and sufficient information for determining the value of the company’s shares. 

This policy will be reviewed periodically and amended as necessary. 

2 Disclosure obligation and the general guidelines for communication 

In its communication, Siili complies with the legislation of Finland and the EU, the rules of Nasdaq Helsinki Ltd, guidance provided by the Financial Supervision Authority and the company’s general governance principles. 

Siili’s communication is based on facts. The general communication principles are transparency, openness, honesty, equality and initiative. Siili consistently communicates about both positive and negative matters simultaneously to all of its stakeholders. The objective is to provide accurate and sufficient information on the company’s operations as soon as possible. 

The purpose is to give a truthful picture of the company’s operations, operating environment, strategy, objectives and financial performance. 

The disclosure obligations, as referred to in the EU’s market abuse regulation, Securities Markets Act and other regulations and guidance applicable to the company can be divided into regular disclosure obligation and ongoing disclosure obligation. Regular disclosure obligation refers to the company’s obligation to regularly provide information on its financial results and financial position. This applies to the publishing of half-yearly reports, financial statements and financial statement releases. Ongoing disclosure obligation refers to communication that takes place as needed concerning inside information on the company, that is, information that is likely to have a significant effect on the value of the company’s financial instruments, such as its shares, or the value of other financial instruments related to it. 

The following principles are applied to disclosing inside information to the market: 

a) Inside information is disclosed publicly as soon as possible.
b) Communication is consistent and accurate, so that the party receiving the information is able to assess the effect that the information has concerning the company’s financial status and future.
c) All stakeholders receive the information simultaneously, and information is disclosed in a carefully supervised manner: first to Nasdaq Helsinki and the major media and only after that to other parties. 
d) All announcements are published on the company’s website. 
e) All information is published in the Finnish language. 

2.1 Operating principles 

Siili discloses information on its financial status in accordance with a pre-announced annual schedule. The disclosure dates for the upcoming financial period are published before the end of the previous financial period. 

Information on the financial situation, financial position and status, outlook, development of profitability and other relevant information related to the company’s operations and operating environment is mainly disclosed through half-yearly reports and financial statement releases. If information concerning the above-mentioned matters is provided between the half-yearly reports and financial statement releases, and if such information is inside information, it is always published as a stock exchange release. 

Public disclosure of inside information 

Siili publicly discloses as soon as possible any inside information directly concerning Siili. The decision to disclose inside information is made by the Disclosure Committee, comprising of the company’s CEO, CFO and the director responsible for the company’s legal affairs and investor relations. The decisions concerning disclosure may be made by the CEO individually or by at least two other members of the Disclosure Committee together. 

Delay of disclosure of inside information 

Siili may decide to delay the disclosure of inside information when all of the following requirements are met: 

1) immediate disclosure is likely to prejudice the legitimate interests of the company; 
2) delayed disclosure is not likely to mislead the public; and 
3) the company is able to ensure the confidentiality of that information. 

The decision to delay the public disclosure of inside information is made by the company’s Disclosure Committee. Decisions are made based on the Disclosure Committee’s assessment concerning the fulfilment of the requirements for the delay of disclosure. Assessments and decisions are made in writing, decisions are dated (including the time) and the assessments and decisions are retained for at least five years from the date of decision. The company’s director responsible for legal affairs is responsible for retaining the documents. The Disclosure Committee continuously monitors the fulfilment of the requirements for the delay, in order for the company to be able to disclose the information immediately if the requirements for the delay are no longer met. When inside information is disclosed, the company notifies the Financial Supervision Authority of this in accordance with the instructions provided by it. When the Disclosure Committee decides to delay disclosure, a project-specific insider list is established for the inside information in question. 

Rumours, market evaluations and information leaks 

As a rule, Siili does not comment on any market rumours, the price development of shares, the actions of competitors and customers or analysts’ evaluations except to correct clearly inaccurate information concerning the company’s operations. Furthermore, Siili does not comment on any unfinished business transactions. However, if rumours are clearly related to inside information the disclosure of which was delayed, and the rumour in question is accurate enough to indicate that the confidentiality of the information in question can no longer be guaranteed, the company discloses the information in a stock exchange release as soon as possible when the company has become aware of the issue.   

Connections to investors, analysts and the media 

Siili aims to establish effective communication between the company and the various parties involved in the capital markets. The objective of communication aimed at the capital markets is to ensure that the markets have relevant information on the company and its shares for determining the fair value of the company’s shares. 

Except for the silent period, Siili aims to respond without undue delay to any queries of routine nature that shareholders, investors, analysts and the media submit. Only the CEO of the Siili Solutions Group may give public statements concerning inside information related to Siili or concerning other relevant information. 

The management of Siili meets investors and share analysts regularly in road show events and meetings in which the company, business operations, strategy and financial results are presented. Information provided by Siili’s management in events and company presentations to investors and analysts is limited to information that has already been disclosed and that is generally known by the markets. 

Siili’s communication function prepares and coordinates all events and presentations aimed at shareholders, investors and analysts. 

Silent period 

In its communication, Siili observes a silent period that commences 30 days before the publishing of any half-yearly reports and financial statement releases. During the silent period, Siili does not comment on the company’s financial situation, markets or outlook. During the period, Siili’s management does not meet capital market or financial media representatives or comment on matters related to the company’s financial situation or general outlook. The silent periods are included in the investor calendar published on Siili’s website. 

Disclosing financial information 

Financial information and key figures are published at the Group level in Finnish. 

Guidance 

Siili publishes its views on the company’s future outlook aimed at the markets at an annual level. The outlook for the next year will be communicated in the financial statement release at the latest. The presented views are based on the current views of the company’s management concerning the development of the Group and the Group undertakings. The actual results may differ considerably from these statements and estimates. Siili’s guidance is published on the company’s website, in half-yearly reports, financial statement releases and annual reports. The currently valid market guidance can be viewed at the company’s website at the address https://sijoittajille.siili.com

Profit warning  

Siili issues profit warnings as soon as possible if the company estimates that the development of its financial results or financial position has materially changed to a more positive (positive profit warning) or negative direction than previously communicated by the company. 

Siili’s CEO, together with the Chair of the Board of Directors, estimates and decides whether a profit warning is necessary. 

A stock exchange release is always published for any profit warnings. 

Changes in holdings 

Under the Securities Markets Act (chapter 9, section 5), shareholders are required to notify the company in question and the Financial Supervision Authority of their holdings and share of voting rights when their holdings reach, exceed or fall below 5, 10, 15, 20, 25, 30, 50 or 90 per cent or two-thirds of the voting rights or the total number of shares of the company in question. When Siili has received the shareholder’s notification concerning a change in holdings, it will disclose the information without undue delay in a stock exchange release. 

3 Roles and responsibilities 

At Siili, the CEO and the company’s Board of Directors are responsible for investor relations and compliance with securities markets legislation. The CEO is responsible for supervising and interpreting Siili’s disclosure policy. The CEO or a person appointed by the CEO provides further instructions on the practical implementation of the disclosure policy, as necessary. 

The Group’s CEO is the person who mainly provides statements in interviews and meetings concerning Siili. Other representatives of Siili may also participate in events and meetings at the CEO’s request.  

4 Announcements published by Siili 

The announcements published by Siili are divided into two categories: stock exchange releases and press releases. In addition, Siili publishes on its website articles and references that may be of interest to the company’s stakeholders. 

Stock exchange releases 

Siili discloses, as soon as possible, such information on matters, actions and events concerning the company’s operations that is inside information or otherwise required to be disclosed in a stock exchange release as per the requirement of the Stock Exchange.   

Such information includes, for example: 

• Financial reports and business reviews every six months 
• Significant changes in strategy 
• Significant changes in the company’s financial or general future outlook 

• Significant orders received and agreements concluded by Group undertakings 
• Significant acquisitions, corporate divestments and establishing of joint ventures 
• Significant capital expenditure 
• Changes to the Group’s Board of Directors and Management Team 
• Change of auditors 
• Circumstances that have a significant effect on financial performance 
• Other major issues affecting business operations 
• Other issues to be disclosed in a stock exchange release in accordance with the rules of Nasdaq Helsinki valid at the given time 

Siili’s CEO approves any stock exchange releases before they are published. 

Press releases 

Siili may also use press releases to disclose events related to its business operations. Press releases are used to disclose matters that do not meet the criteria for a stock exchange release but that are considered newsworthy or otherwise interesting to the company’s stakeholders. The company’s communications function is responsible for the publishing of press releases together with the person responsible for the function in question and the CEO. 

In addition to stock exchange releases and press releases, Siili publishes on its website topical news that provides current information concerning the Group to all stakeholders. 

5 Channels 

Siili discloses, as soon as possible, all information that is inside information and thus estimated to have a considerable effect on the value of the company’s shares and other financial instruments. In addition to stock exchange releases and press releases, Siili’s website www.siili.com/fi is the most important channel for publishing information concerning the company’s operations and finances. 

Siili publishes stock exchange releases and press releases through Nasdaq Helsinki and the major media establishments. All stock exchange releases and press releases are published simultaneously at Siili’s website in Finnish. 

To ensure that all stakeholders receive information simultaneously, Siili also publishes material used in any financial result briefings or analyst conferences at its website as simultaneously as possible.  

6 Insiders 

In matters related to insiders, Siili complies not only with the applicable legislation and guidance issued by authorities but also with the Nasdaq Helsinki’s guidelines regarding insiders. 

Individuals holding managerial positions at Siili (members of the Board of Directors, CEO and the Group’s Management Team) and specific persons participating in the preparation of Siili’s financial reporting may not trade, during a 30-day period preceding the publishing of the company’s half-yearly report or financial statement release (a so-called closed window), with securities issued by the company or make specific other transactions related to the company’s financial instruments. The so-called closed window period ends at the end of the day on which a half-yearly report or financial statement release is published. 

If inside information concerning the company is provided to employees, the individuals in question will be informed that the company’s insider regulations also apply to them. Thereafter, they are entered on the company’s project-specific insider list.   

Policy approved by: Board of Directors, Siili Solutions Plc  
Person responsible for the policy: CEO 
The policy was first approved on: 13 April 2016 (updated 3 July 2016, 31 October 2018, 24 January 2019 and 29 January 2020)