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Objectives and Key Principles of Puuilo’s Disclosure Policy

Objectives and Key Principles of Puuilo’s Disclosure Policy

The Disclosure Policy, as approved by the Board of Directors of Puuilo Plc, describes the principles and procedures under which the company operates in conducting investor communication and financial reporting. The principles set in the disclosure policy govern the company and its group companies.

In its communications, Puuilo, as a listed company, complies with:

  • Finnish legislation,
  • stipulations contained in the regulation (EU) No 596/2014 of the European Parliament and of the Council on market abuse (Market Abuse Regulation, "MAR"),
  • Nasdaq Helsinki Ltd’s (“Nasdaq Helsinki”) rules and guidelines, as well as
  • the guidelines of ESMA (European Securities and Markets Authority) and the Finnish Financial Supervisory Authority.
  • The company also complies with the Finnish Corporate Governance Code for listed companies and with the company’s internal rules and guidelines.

The company’s Board of Directors has approved the disclosure policy on 25 May 2021. The disclosure policy will be reviewed and updated when deemed necessary.

Objectives and principles add

The objective of the company is to ensure that all market participants have, on the basis of which they can assess the price formation, simultaneously and without delay an access to correct, sufficient and substantial information on the material factors relating to the company and its business, which factors may have an effect on the value of the company's financial instruments, and that the information disclosed gives correct and sufficient information on the company’s operations. The company’s financial instruments may include, among others, shares, stock options or debt instruments.

The disclosure principles of the company’s investor communications are openness, timeliness, reliability, transparency, consistency, comprehensibility and fairness. The company communicates clearly and consistently both positive and negative matters.

The company’s investor communication comprises the obligation to disclose periodic and ongoing information. The company discloses information under the disclosure obligation as soon as possible. All stakeholders receive information simultaneously, and the information is made public in a strictly controlled manner: first to Nasdaq Helsinki and major public media, and only thereafter to any other parties. The company has internal procedures in place to evaluate relevancy of information.

The company's official reporting language is Finnish. All information subject to obligation to disclose is published simultaneously by the company in Finnish and English.

Disclosed information and types of releases add

Disclosure of periodic information refers to information published by the company on a regular basis in accordance with the Finnish Securities Markets Act and other regulation as well as Nasdaq Helsinki’s rules and the standards of the Finnish Financial Supervisory Authority regarding its financial position and development in the business reviews and half year reports, financial statements release, financials statements and report of the Board of Directors as well as the company’s corporate governance statement.

The company publishes the financial statements release, the half year report and the business reviews on the first and third quarter according to a schedule announced in advance. The publication dates of financial results are disclosed before the start of the upcoming accounting period, and they are made available on the company's website.

The Board of Directors’ report, financial statements and auditor’s report are published no later than three weeks prior to the Annual General Meeting deciding on the approval. In addition, the company publishes a corporate governance statement and remuneration statement in connection with publishing the Board of Directors’ report.

The company’s first remuneration statement after the end of the financial period when the company’s Annual General Meeting has for the first time approved the remuneration policy concerning the remuneration of the Board of Directors and the CEO (and a possible deputy CEO). The remuneration policy will be presented to the shareholders at the Annual General Meeting at least once every four years and whenever substantial changes are made to the policy.

The company’s financial statements are prepared in accordance with the IFRS, the financial information included in the half year report and financial statements release are prepared in accordance with IAS 34 standard, and other financial reports are prepared in accordance with IFRS regulations and measurement principles. The financial reports are the primary sources of information on the financial performance, balance sheet, financial position and future prospects on Puuilo. As Puuilo has one reporting segment, the company reports its financial information and key figures at group level.

Under the ongoing disclosure obligation, the company primarily publishes as stock exchange releases only specified regulated information and on the other hand, insider information to be published under the MAR. Inside information included in the sphere of the ongoing disclosure obligation may include:

  • Substantial changes in the company’s results of operations and/or financial position
  • Substantial changes in future outlook
  • Significant changes in strategy
  • Significant investments, including acquisitions
  • Significant other transactions, agreements on joint ventures and financial arrangements
  • Significant organizational changes and changes in the composition of the Board of Directors or the Management Team as well as the change of the auditor
  • Significant legal actions or other proceedings by authorities and decisions ruled the proceedings
  • Further, the company publishes stock exchange releases on managers’ transactions and other disclosed matters in accordance with Nasdaq Helsinki rules and guidelines.

Flagging notifications
Puuilo publishes notifications on changes in shareholding in accordance with the provisions of the Finnish Securities Markets Act. Changes in holdings are disclosed when the holding reaches, exceeds or falls below 5, 10, 15, 20, 25, 30, 50 or 90 percent or two thirds of the voting rights or the numbers of shares of the company. The company publishes the notifications of changes in holdings without undue delay when a shareholder has announced the change to the company.

Stock exchange releases and press releases
The releases published by the company are divided into stock exchange releases and press releases. The category of the release is determined by the materiality and significance of the information.

Stock exchange releases

The company discloses insider information as a stock exchange release as soon as possible. In addition, information disclosed according to the regular disclosure obligation and periodic reports as well as information disclosed in accordance with the rules of Nasdaq Helsinki are published by the company through a stock exchange release.

The stock exchange releases are submitted to Nasdaq Helsinki and central media, in addition to which the stock exchange releases are published on the company’s website.

Press releases

The company reports on such events related to its business in press releases that do not fulfill the criteria for a stock exchange release but are estimated to be newsworthy or otherwise of interest among stakeholders of the company.

Press releases can consist of for example the following:

  • smaller mergers and acquisitions relating to the current business operations
  • operative partnerships or cooperation agreements
  • openings of new stores in Finland
  • new concepts
  • recognitions received by the company and exhibition or other event participation
  • The press releases are mainly published in Finnish but can also be published in other languages.

Disclosure obligation of insider information and delay of disclosure add

The company publicly discloses the insider information as soon as possible, unless the disclosure is delayed in accordance with the MAR, whereupon the conditions of delay of MAR need to be met. In accordance with provisions of MAR, the company may delay disclosure of insider information provided that all of the following conditions are met:

  • disclosure of information is likely to prejudice the legitimate interests of the company,
  • delay of disclosure is not likely to mislead the public, and
  • the company is able to ensure the confidentiality of such insider information.
  • The company’s Board of Directors and the CEO together decide on delayed disclosure of information based on an assessment of the fulfilment of the conditions therefor. Exceptionally, the CEO may decide on the delayed disclosure alone, provided that it is justified by the urgency of the matter.

In connection with the decision to delay the disclosure of information, the preconditions for postponement are documented, an insider list concerning the matter is established and a formal decision on postponement is made. The company discloses the delayed information to the public as soon as possible after the conditions for the delay are no longer met, except if the project has ceased to constitute inside information. The Finnish Financial Supervisory Authority will be notified about the delay in connection with the disclosure of the insider information. The company has no obligation to publish the information or notify the Finnish Financial Supervisory Authority of the decision to delay the disclosure of information if the inside information has ceased to constitute inside information.

Insiders add

The company’s insider instructions and insider management comply with the requirements of the MAR and provisions issued thereunder, the guidelines of the Finnish Financial Supervisory Authority and ESMA, and the rules and insider guidelines of Nasdaq Helsinki. In addition, the company complies with its own insider guidelines, approved by the Board of Directors.

A person who discharges managerial responsibilities within the company or who has been defined to be subject to the trading restriction may not, directly or indirectly, execute transactions on their account or for the account of a third party during a closed period. The closed period begins thirty (30) days prior to the publication of the financial statements release, half year report or business review and ends at the end of the day when the financial statements release, half year report or business review has been published. If the financial statements include material unpublished information, the closed period applies also to the publication of the financial statements. The company does not repurchase its own shares during this period.

The company applies a so-called whistleblowing communication channel, which enables the company’s employees to notify, where there is a reasonable suspicion that someone employed by or at the service of the company has breached securities market legislation and provisions. If a doubt on a breach arises or if a breach can be substantiated, the case is taken to the competent authorities for investigations.

Future outlook and profit warnings add

The company shall annually disclose its outlook statement as a part of the financial statement release. In addition, the company evaluates its future development in the annual report, half year report and business reviews on the first and third quarter.

The assessment of the future outlook is presented, unless otherwise stated, for the remaining financial year. The assessment provided is based on the view of the company’s management on the estimated development of the group and its business operations at the time of the presentation. The market outlook is based on the management’s current view on the operational environment and market trends as well as associated risks. In uncertain market circumstances, the company's Board of Directors can decide to withhold from issuing such statement.

A profit warning will be issued without undue delay if the company’s view on the development of the company’s financial outlook deviates unexpectedly and significantly in a positive or negative manner from the company’s previously disclosed estimate or from what can be reasonably estimated based on the previous disclosures of the company. The issuance of the profit warning is decided by the Board of Directors. Exceptionally, if the Board of Directors is not available to decide on the issuance of a profit warning, the CEO may decide on the issuance after consultation of the Chairman of the Board of Directors. The issuing of a profit warning cannot be delayed.

Long-term financial targets add

In addition to profit forecast, Puuilo may publish its long-term financial targets. The long-term financial targets will not constitute a forecast or a forward-looking statement under the rules of Nasdaq Helsinki.

Communication channels add

The company’s primary channel for investor communications is the company’s investor pages at > Investors. On its investor pages, the company aims to provide reliable and timely information to ensure that the company’s stakeholders have sufficient information to support the valuation of the company and its financial instruments.

The company’s stock exchange releases are distributed simultaneously through the release distribution platform and the company’s investor pages. Stock exchange releases published by the company are made available on the company’s investor pages for at least five years after their release. Financial reports, a corporate governance statement and remuneration statements are maintained for at least ten years after their release.

The company also has different means and channels for disclosing information to stakeholder groups, such as different publications, interviews and other appearances. Other essential material, such as media and investor communication presentations, possible webcasts and phone conferences will remain available on company’s website at least for five years.

The company also utilizes social media channels in its communications. However, social media is not the primary communication channel for information under the disclosure obligation.

Investor, analyst and media relations add

The company meets with capital market and media representatives and responds to routine queries submitted by shareholders, investors, analysts and the media without undue delay. The company can arrange information events and meetings with the representatives of capital markets and media.

Rumours and information leaks add

The company issues statements on its own operations and generally does not comment on the operations of its competitors, suppliers or customers.

The company does not comment on market rumors, unless it is necessary to correct relevant or clearly inaccurate information. The company may consider publicly disclosing a stock exchange release to correct clearly incorrect or misleading information that is likely to have a significant effect on the price of the company’s financial instruments.

In the event that the company becomes aware that confidential and relevant information has leaked to a third party outside the company’s statutory insiders, who has no obligation of confidentiality, confidentiality of the information cannot be otherwise guaranteed or inside information has leaked to the public, the company will disclose the information as a stock exchange release as soon as possible.

Silent period add

The company adheres to a 30-day silent period in its investor and media relations before the publication of the business review, half year report or financial statements release. During this time, the company will not give comments to the media or other parties on the company’s financial position, markets or outlook.

If an event during the silent period requires immediate publication, the company will publish the information without delay in accordance with regulations regarding the disclosure obligation and can comment on the event in question.

The publication dates of financial results are disclosed before the start of the upcoming accounting period, and they are made available on the company’s investor pages.

Interpretation, changes, deviations and maintenance add

All the releases of Puuilo are the property of the company, and, ultimately, Puuilo always decides on their content. At the same time, the company respects the views of its customers and other business partners in terms of information content.

The CEO, or a person named by the CEO, is responsible for the monitoring and interpretation of the company’s disclosure policy. The CEO and CFO provide additional information on the disclosure policy.

The CEO is entitled to deviate from the policy in specific cases where there is good cause to do so within applicable laws and regulations.

The company’s Board of Directors decides on changes to the disclosure policy. The CEO or CFO may make minor or technical alterations to this document.