Pihlajalinna Plc's Disclosure Policy
This disclosure policy describes key operating principles and procedures Pihlajalinna Plc (“Pihlajalinna”) follows in its communications with the capital markets, media and other stakeholders. The policy also describes the responsibilities and organisation of communications within the company. The disclosure policy applies to Pihlajalinna Plc and its subsidiary and affiliate companies.
Pihlajalinna Group complies with EU and Finnish legislation in its communications, including the EU Market Abuse Regulation (EU 596/2014 “MAR”, covering amendments), Nasdaq Helsinki Ltd’s (“Nasdaq Helsinki”) rules, and the rules and guidelines of ESMA (European Securities and Markets Authority), the Finnish Financial Supervisory Authority and other authorities. The company also complies with the Finnish Corporate Governance Code for listed companies and the Company’s governance principles, insider guidelines and other guidelines.
This disclosure policy has been approved by the Board of Directors of Pihlajalinna Plc in its meeting on 16 January 2025. This disclosure policy replaces the previous disclosure policy, which came into effect on 17 January 2023. The disclosure policy is reviewed periodically and updated when necessary.
1. Objectives and principles of communications and reporting
The objective of Pihlajalinna Group is to ensure that all market participants have simultaneous access to relevant and sufficient information on the material factors relating to the valuation of Pihlajalinna’s financial instruments, such as shares.
The key disclosure principles of Pihlajalinna’s investor communications are timeliness, reliability, transparency, consistency and equality. The company communicates consistently, clearly, comprehensively and simultaneously both positive and negative matters.
2. Communication channels
The primary channel for Pihlajalinna’s communications is the company’s website. The company also uses several different methods and channels for communicating information to its stakeholders, such as stock exchange releases, investor news, personal meetings, interviews and public appearances. Pihlajalinna’s official reporting language is Finnish. The company publishes all its stock exchange releases and investor news in Finnish and English.
2.1 Website
Pihlajalinna’s primary channel for timely investor information is the company’s investor pages, which are equally accessible to all investors. On its investor pages, the company aims to provide reliable and timely information to ensure that the company’s stakeholders have sufficient information on the factors and events impacting the valuation of the company and its financial instruments.
Stock exchange releases and investor news published by Pihlajalinna are available on the company’s investor pages for at least five years. Financial reports are accessible at least ten years after their release.
Pihlajalinna publishes press releases to the markets and its key stakeholders simultaneously.
2.2 Stock exchange releases
Pihlajalinna publishes stock exchange releases as soon as possible to provide information on facts, matters and circumstances the company believes are likely to have a significant effect on the price of the company’s financial instruments or related derivative instruments. Stock exchange releases are also used to publish regulated information that is required to be disclosed by means of a stock exchange release.
Pihlajalinna publishes as stock exchange releases, for example, the following:
- Financial reports
- Changes in financial reporting
- Guidance
- General Meeting invitations, proposals of the Shareholders’ Nomination Board for the General Meeting, and decisions of General Meetings
- Significant company acquisitions, investments or divestments
- Significant financial vehicles
- Significant reorganisation, streamlining or closing down of functions or operations
- Significant new agreements or terminated agreements
- Changes in the company’s management
- Managers’ transactions
- Flagging notifications
- Share buybacks and transfers
- Share-based incentive systems
The Board of Directors processes and approves financial releases and significant stock exchange releases, such as releases about changes in the company’s management. Other stock exchange releases are approved by the Chief Executive Officer (CEO) or Chief Financial Officer (CFO).
2.2.1 Financial reporting and other regular reporting
Pihlajalinna publishes a stock exchange release with the publication dates of financial results and planned date of the Annual General Meeting before the start of the upcoming accounting period. The schedule for financial reports is also made available on Pihlajalinna’s investor pages.
Pihlajalinna publishes interim reports for January–March and January–September, a half-year report, financial statement bulletin, financial statement, Board of Directors’ Report and auditor’s report annually according to a pre-disclosed financial calendar.
As part of its Board of Directors’ Report, Pihlajalinna publishes a corporate governance statement and a sustainability report in accordance with the EU’s Corporate Sustainability Reporting Directive (CSRD). The company also publishes a renumeration report annually.
2.2.2 Silent period
Pihlajalinna adheres to a 30-day silent period before the publication of financial results. During this time, the company does not give comments to the media or other parties on the company’s financial position, markets or outlook. During the silent period, representatives of the company’s executive team or investor communications will not meet with capital market representatives.
If an event during the silent period requires immediate publication, Pihlajalinna will publish the information without delay in accordance with regulations regarding the disclosure obligation and may comment on the event in question.
2.2.3 Insider information
Pihlajalinna discloses insider information as soon as possible. Inside information refers to information of a precise nature, which has not been made public, regarding a decision, matter or circumstances relating to the company or its financial instrument, which the company estimates would likely have a significant effect on the price of the company’s financial instruments. Insider information is published as a stock exchange release.
The disclosure of insider information may be delayed if the following conditions are met:
- immediate disclosure of the information would likely risk the legitimate interests of the company,
- the delay of disclosure is not likely to mislead the public, and
- Pihlajalinna is able to ensure the confidentiality of such information.
The company has an internal process for continuously monitoring the conditions for delay of disclosure and for disclosing the information immediately in case of a possible information leak.
Pihlajalinna has internal guidelines for assessing the significance and relevance of information.
2.2.4 Outlook and guidance
Pihlajalinna may publish an assessment of the Group’s likely future development. The outlooks are based on the company’s view at the time of their release regarding the future development of the Group and its business operations.
The company publishes a profit warning as a stock exchange release if it is likely that the company’s financial performance deviates either positively or negatively from the company’s previously published estimate and from what can be reasonably estimated based on previously disclosed information, or if changes in the operating environment significantly affect the Company’s financial outlook. The decision on issuing a profit warning is made by Pihlajalinna’s Board of Directors, and the profit warning is published as insider information.
2.2.5 Managers’ transactions
The company publishes stock exchange releases on the transactions of managers and persons closely associated with them without delay and no later than two days after receipt of notification.
2.2.6 Flagging notifications
In accordance with Chapter 9 of the Securities Markets Act, the company publishes stock exchange releases to notify changes in shareholders’ holding of shares and voting rights when the holding reaches or exceeds or falls under 5, 10, 15, 20, 25, 30, 50 or 90 per cent or two-thirds of the company’s number of votes or total number of shares.
2.3 Other disclosures
Pihlajalinna publishes investor news and press releases to provide information about events related to the company’s business that do not meet the criteria for a stock exchange release but are considered to be newsworthy or otherwise of interest among the company’s stakeholders. Company acquisitions that do not meet the criteria for stock exchange releases are generally disclosed as investor news or press releases.
2.4 Rumours and information leaks
Pihlajalinna issues statements on its own operations and does not comment on the operations of its competitors, suppliers or customers.
Pihlajalinna does not comment on market rumours or share price development. However, if Pihlajalinna learns that a market rumour is likely to have a significant effect on the price of its financial instruments, the company may consider publishing a stock exchange release on the matter to provide accurate information or to correct false or misleading information.
Pihlajalinna actively monitors statements and estimates on share price development made by analysts. The company does not, however, comment on the outlooks or views of analysts. Analysts’ consensus estimates are available on Pihlajalinna’s investor pages.
Pihlajalinna does not comment on ongoing, confidential business information. If Pihlajalinna learns that information that is likely to have a significant effect on the price of its financial instruments has leaked prior to a public disclosure, a stock exchange release on the matter is published as soon as possible.
3. Exceptional and crisis situations
Pihlajalinna has crisis communications guidelines for exceptional situations. If the exceptional situation is seen by the company to have material significance for investors, a statement will be published as either investor news or stock exchange release, depending on the circumstances.
4. Investor, analyst and media events
Pihlajalinna arranges, as needed, theme-based events, such as capital market days or phone conferences with analysts prior to the silent period. Materials from the events are published on the company’s website.
The purpose of these events is to provide background information on Pihlajalinna and its operating environment. The discussions are based on information that has been published by Pihlajalinna or is generally available for the markets, and they do not include previously undisclosed information that may affect the valuation of the company’s securities.
Pihlajalinna Group’s communications is responsible for relations with investors, analysts and the media.
5. Statements
The Chief Executive Officer (CEO); Chief Financial Officer (CFO); EVP, Chief Legal Officer; EVP, Communications and Sustainability or other persons designated by the CEO are authorised to issue statements on behalf of Pihlajalinna.
6. Roles and responsibilities
The Group’s CEO, CFO and EVP, Communications and Sustainability are responsible for Pihlajalinna’s relations with capital market representatives. The CFO is responsible for Pihlajalinna’s financial communications and reporting. Financial communications is implemented and coordinated by the Group Communications.
The Group Communications is in charge of Pihlajalinna’s media relations. Individual business units or Group functions are represented by the heads of the business unit or functions, or designated representatives.
In crisis situations, the EVP, Communications and Sustainability is in charge of communications. Crisis communications is carried out by designated persons, and the purpose of the communications is to distribute information in a reliable, fast, clear, proactive and open manner.
