This disclosure policy describes Loihde Plc’s (“Loihde” or the “Company”) key principles and procedures for communicating with capital market representatives. The principles set in the disclosure policy govern Loihde Plc and its subsidiaries and affiliated companies.
In its communications, Loihde complies with EU and Finnish legislation, the rules and guidelines of the Nasdaq First North Growth Market Finland marketplace (“First North Finland marketplace”) maintained by Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) and other applicable rules of Nasdaq Helsinki, the guidelines and stipulations of the Finnish Financial Supervisory Authority and other authorities, the Finnish Corporate Governance Code for listed companies, and the Company’s corporate governance principles, insider guidelines and other guidelines.
Loihde‘s Board of Directors has approved this disclosure policy on 30 August 2021, and it is revised as needed. The disclosure policy is available on the Company’s website in Finnish and in English.
Objectives and principles of communication
Loihde’s objective is to support the appropriate price formation of the Company’s financial instruments (e.g. share) by providing correct, sufficient and substantial information on the Company’s activities, operating environment, strategy, objectives and financial result. The aim is to ensure that all market participants have simultaneously and without delay access to substantial and sufficient information to determine the value of the financial instruments.
Loihde adheres to the following principles in disclosing information to the markets:
- The Company discloses information based on the Company’s disclosure obligation as soon as possible so that all stakeholders have simultaneous and equal access to the information and that the information can be assessed in a reasonable, appropriate and timely manner.
- Communication is consistent and punctual so that recipients of the information are able to estimate the effect of the information on the value of the Company’s financial instruments.
- In addition to other applicable distribution channels, all releases are published on the Company’s website where they are available for at least five years.
The Company’s official reporting language is Finnish. Company releases are published in Finnish and English.
Financial information and other periodically disclosed information
Loihde regularly discloses information related to its financial performance and result and their development according to a previously announced schedule. The Company reports its financial figures at Group level. The release dates for the next financial period are disclosed before the end of each financial period. The schedule is available on the Company’s website.
Loihde periodically discloses the following information:
- Financial statements release
- Report of the Board of Directors, Financial statements and Auditor’s report
- Half-year report
- Business reviews for the first three and nine months of the financial period
Additionally, Loihde annually publishes a Corporate Governance statement and a Remuneration report.
Company releases and disclosing insider information
In accordance with securities market legislation and other applicable guidelines, Loihde discloses as soon as possible any such decisions, matters or events that, according to the Company’s estimate, are likely to have a considerable impact on the value of Loihde’s financial instruments. Company releases are also used to disclose other information as required by the rules of the First North Finland marketplace and other applicable Nasdaq Helsinki rules and guidelines. For example, the following events, if significant for Loihde, are typically deemed to have an impact on the value of financial instruments:
- significant acquisitions, investments, divestments or financial arrangements
- orders or sales contracts that significantly deviate from Loihde’s usual business due to either their exceptionally large size or strategic significance
- significant operational restructuring, efficiency improvements and discontinuations of operations
- major changes in future outlook
- major changes in the Company’s result and/or financial position.
Loihde has internal guidelines for determining the materiality and significance of the information.
In accordance with the regulation (EU) No 596/2014 of the European Parliament and of the Council on market abuse (Market Abuse Regulation, “MAR”), Loihde discloses insider information concerning the Company as soon as possible in a company release or postpones the disclosure. According to MAR, Loihde can postpone the disclosure of insider information if all of the following conditions are met:
- immediate disclosure of information is likely to prejudice the legitimate interests of Loihde;
- delay of disclosure is not likely to mislead the public; and
- Loihde is able to ensure the confidentiality of the information.
The Company’s Board of Directors and the CEO decide on delayed disclosure of insider 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. Loihde has approved the procedure for managing the postponement of disclosure.
Loihde discloses transactions of persons with managerial responsibilities and related parties thereof in accordance with MAR provisions. A person with managerial responsibilities means a member of Loihde’s Board of Directors, the CEO or a member of the Management Team. Notices of management and related-party transactions are disclosed within the timeframe specified in MAR.
Loihde discloses via press releases such events and matters related to the Company’s business that do not fulfill the requirements specified for company releases but are assessed to be newsworthy or otherwise of interest among stakeholders of the Company. The following events, for instance, could be disclosed via press release:
- smaller acquisitions, investments, divestments or financial arrangements
- orders and sales contracts related to the normal scope of business
- partnership agreements with customers and partners.
Investor, analyst and media relations
Loihde regularly meets with capital market and media representatives and aims to respond to queries submitted by shareholders, investors, analysts and the media without undue delay. Information given is limited to information disclosed by Loihde or generally available in the market.
Responsibilities and spokespersons
The reports and releases covered by the periodic disclosure obligation are addressed and approved by the Company’s Board of Directors. If the urgency of the matter does not allow enough time for the Board of Directors to convene, the company release can be approved by the CEO or the CFO as his/her deputy.
Loihde’s CEO, CFO and Director of Communications are primarily responsible for communication with shareholders, investors and analysts. Communication with the media is primarily the responsibility of the Communications Director together with the CEO.
Statements related to Loihde’s business, financial development or future outlook are given by the CEO, CFO or Communications Director. The Board of Directors is represented by the Chairman of the Board. Loihde has specified other spokespersons such as members of the Management Team and specific experts that can issue statements on matters related to their own areas of responsibility. CEOs of subsidiaries can issue statements on matters related to the subsidiaries.
Loihde’s crisis communications are led by the Company’s CEO. Communication aims at distributing information in a coordinated, fast, clear, equal and open manner.
Alexander Corporate Finance Oy acts as Loihde’s Certified Adviser in accordance with the rules of the First North Finland marketplace maintained by Nasdaq Helsinki Ltd.
Channels, distribution and availability
Loihde distributes company releases to Nasdaq Helsinki and key media, and they are also published on the Company’s website where they are available for at least five years. Reports, financial reviews, financial statements, company releases and press releases published by Loihde are available on the Company’s website at www.loihde.com, where they are published without undue delay after the disclosure of information. The Company also publishes materials used at meetings with investors and analysts on its website in a timely manner.
The Company uses social media in its communications. However, social media is not the primary communication channel for information under the disclosure obligation.
Future prospects and profit warnings
Loihde’s Board of Directors addresses and approves the Group’s strategic plans, financial targets and forecast/outlook for each financial period. Loihde publishes the Company’s view of its future outlook aimed at the capital markets on an annual basis. The outlook is based on the management’s estimate at a given time of the possible development of the Company. The outlook is disclosed in the Financial statements release. Additionally, the Company estimates its future development in the Half-year report and Business reviews for the first three and nine months of each financial period. In uncertain market circumstances, Loihde’s Board of Directors may decide to not give a guidance.
Loihde issues a profit warning as soon as possible if it estimates that the Company’s result or financial position is likely to have changed in a significant way, either positively (positive profit warning) or negatively compared to previously disclosed information. The profit warning is based on estimates previously published by the company or what can be reasonably derived from the information published previously by the Company.
The persons responsible for assessing the deviation and issuing a profit warning are the CFO and CEO together with the Board of Directors, taking into consideration that a profit warning has to be issued as soon as possible and that it cannot be delayed.
The decision to issue a profit warning is made by the Board of Directors. If the Board of Directors cannot convene in due time, the CEO may decide on issuing the profit warning together with the Chairpersons of the Board of Directors and the Audit Committee or, in exceptional cases, alone. The profit warning is always issued as a company release.
Silent period and closed window
Loihde adheres to a 30-day silent period before the publication of each financial result. During this time, Loihde will not meet with shareholders, investors, analysts, other representatives of capital markets or financial media. During the silent period, Loihde will not comment on the market, the Company’s financial situation or future outlook.
If an event or matter during the silent period requires immediate publication in accordance with regulations regarding the disclosure obligation, Loihde will publish the information without delay as a company release.
According to Loihde’s insider policy, persons with managerial responsibilities at the Company may not carry out transactions with the Company’s financial instruments on their own account or for the account of a third party during a 30-day closed period before the publication of the Company’s financial statements release, business reviews or half-year reports or on the day of their release.
Rumours, market forecasts and information leaks
In general, Loihde does not comment on market rumours. If market rumours are likely to have a material impact on the value of the Company’s financial instruments, the Company may publish a release to give correct information or to rectify false or misleading information.
If a market rumour is clearly related to insider information the disclosure of which has been postponed by Loihde and said rumour is sufficiently specific to indicate that the confidentiality of the insider information cannot be guaranteed, the Company will disclose the insider information as a company release as soon as possible.
Loihde does not rectify analyst forecasts or comment on the Company’s valuation or the price formation of the share. Loihde is not responsible for estimates made by capital market representatives and does not comment on them. If requested, the Company may review an analysis or report made by an analyst to confirm the accuracy of the information, but the Company does not comment on the conclusions drawn.
If Loihde detects that conclusions presented by an analyst on the value of the Company’s financial instruments significantly deviate from Loihde’s estimate, the Company will consider whether it has given correct and sufficient information for making estimates on the Company and its financial instruments.
Interpretations and deviations
Loihde’s CEO is responsible for the supervision and interpretation of the disclosure policy. The CEO or a person authorised by the CEO gives further instructions on the implementation of the disclosure policy. Within the limits of applicable laws and regulations, the CEO is entitled to deviate from the disclosure policy in exceptional cases and for compelling reasons.