Netum Group Plc
1 Principles and aims of communication
The purpose of Netum’s disclosure policy is to define the key principles and practices related to information and other external communications that the company follows in communicating with capital markets and the media.
In its communications, Netum Group Plc (“Netum”) complies with European Union regulations, Finnish legislation, the rules and guidelines of the Nasdaq First North Growth Market Finland, and the guidelines of the European Securities and Markets Authority and the Finnish Financial Supervisory Authority.
Regulation (EU) 596/2014 of the European Union and European Council (“the market abuse regulation”) regulates market abuse, i.e., insider dealing, illegal disclosure of inside information, market manipulation and disclosure of inside information. In addition, it imposes obligations on company executives and their related parties.
Netum follows the following principles in its communication:
- The information is made public as soon as possible.
- Communication is consistent and accurate.
- Communication is fair and transparent.
The disclosure policy is reviewed periodically and amended as necessary. The CEO is responsible for compliance with and interpretation of the disclosure policy. The disclosure policy is approved by Netum Group Plc’s Board of Directors.
The purpose of Netum’s communications is to support the increase in Netum’s share value by ensuring that all parties operating in the market have at the same time uniform, sufficient and correct information on the factors affecting the value of the company’s financial instruments.
These goals are pursued by providing truthful, adequate and relevant information about Netum’s business operations, products and services, strategy, goals and financial performance.
2 Communication with capital markets
2.1 Releases published by Netum
The releases published by Netum are divided into two main categories: company releases and press releases. The category of release in question in any given case is determined in accordance with this disclosure policy and the more specific information categories in force on the Nasdaq First North Growth Market.
Netum publishes financial reports, insider information and other information to be made public in accordance with the rules of the Nasdaq First North Growth Market Finland.
Press releases provide information on matters of interest to investors related to Netum’s business that do not meet the criteria specified in the company release, but which are assessed as being newsworthy or otherwise of interest to the company’s stakeholders.
2.2 Regular disclosure obligations
The regular disclosure obligation applies to information that is regularly published about the company’s financial position and results. Each year Netum publishes a half-year report, a financial statements bulletin, financial statements and an annual report. The financial reports are prepared in accordance with Finnish Accounting Standards.
Regulated information is available on Netum’s website at https://www.netum.fi/investors.
By the end of each year, Netum announces in a company release and on its investor pages the dates of the next financial year on which it intends to publish its financial reports and the annual report, as well as the date of the Annual General Meeting.
2.3 Ongoing disclosure obligations
The ongoing disclosure obligation applies to inside information and other information disclosed in accordance with the rules of the stock exchange.
2.3.1 Disclosure of inside information
Netum publishes insider information in accordance with Article 17 of the Market Abuse Regulation and in accordance with the rules of the Nasdaq First North Growth Market Finland.
Netum publishes the insider information that it estimates is likely to have a significant effect on the company’s share price as a company release. Netum strives to ensure that all market participants have simultaneous access to relevant insider information. The information is made public as soon as possible.
Examples of inside information to be disclosed are:
- Significant changes in the company’s financial position or general future outlook
- Significant new orders or agreements
- An order or contract with an estimated value of at least EUR 1 million during the contract period, or which is otherwise strategically significant, is considered to require disclosure.
- Acquisitions and other corporate reorganisations, investments and divestments
- Significant acquisitions are considered to be transactions in which the turnover or EBITDA of the target of the purchase or sale corresponds to more than 10 per cent of Netum’s turnover or EBITDA for the previous financial year, as well as other strategically significant acquisitions and divestments.
In accordance with the Market Abuse Regulation, Netum may defer the disclosure of inside information if all of the following conditions are met:
- Immediate disclosure would be likely to jeopardise the legitimate interests of the company.
- Postponing disclosure would be unlikely to mislead the public.
- The company can guarantee that the information remains confidential.
2.3.2 Other information to be disclosed in accordance with the rules of the Nasdaq Helsinki First North Growth Market Finland
In addition to insider information, the information that Netum discloses in company bulletins includes the following:
- Invitations to general meetings and resolutions made by general meetings
- Changes in the composition of the Board of Directors, company management, certified advisor and auditors
- Share-based incentive programmes
- Issuance of financial instruments
- Applying for a financial instrument to be traded on another market
- Repurchases of the company’s own shares
- Changes in share capital or number of shares
- Information on management transactions
- Transactions between Netum and its related parties
2.4 Information channels and languages
All relevant regulated information concerning Netum is published simultaneously through Nasdaq Helsinki, the main media channels and on the company’s website at www.netum.fi/sijoittajille.
Netum’s investor web pages are a publication channel for information on the company’s operations and finances. The purpose of the investor web pages are to provide accurate and up-to-date information about Netum as a business partner and investment target. In addition to company and press releases, presentations of the company’s press and investor events are also published on the investor web pages.
All of Netum’s press releases and financial reports for at least the previous five years are available on the company’s website. The company’s official reporting language is Finnish.
2.5 Meetings with capital market representatives
Netum’s CEO is responsible for Netum’s relations with capital market representatives. The CEO and CFO participate in investor and analyst meetings. No new information that materially affects the value of the company’s securities is presented in such meetings.
2.6 Quiet period and closed period
Netum observes a silent period of 30 days prior to the publication of the half-year report and the financial statements bulletin. During the quiet period, Netum’s representatives will not meet with representatives of the capital markets or the media nor comment on the company’s financial condition or the company’s prospects or market prospects. If information is disclosed during the quiet period in accordance with the ongoing disclosure obligation, Netum may comment on such information.
In addition, the Market Abuse Regulation imposes a closed period on those in management of the issuer for a period of 30 days prior to the publication of the half-year report or annual financial statements. During the closed period, trading is prohibited in the company’s financial instruments on the company’s own behalf or on the behalf of a third party, whether directly or indirectly.
2.7 Financial guidance, profit warnings and estimates of improved results
Netum’s Board of Directors decides on the issuance of financial guidance and approves the outlooks to be made public. Statements concerning Netum’s outlook are published in connection with the financial statements bulletin and the half-year report. The outlook for the following year will be announced at the latest in connection with the financial statements bulletin.
If Netum’s view of the development of its result for the current year has changed, and the result is likely to differ significantly from what can reasonably be expected based on the company’s previously published financial information, the company will issue a profit warning or estimate of improved results as soon as possible.
The need for a profit warning or an estimate of improved results will be assessed and decided on between Netum’s CEO and the chair of the Board of Directors. Profit warnings or estimates of improved results are insider information that must be made public in a company release as soon as possible, and cannot be postponed.
2.8 Rumours, data leaks and market estimates
As a rule, Netum does not comment on any public rumours, stock price developments or analysts’ forecasts.
If insider information whose disclosure has been deferred by Netum in accordance with the Market Abuse Regulation has been leaked prior to disclosure, or if the confidentiality of insider information can no longer be guaranteed, the company will disclose the information as soon as possible.
In situations in which a rumour is explicitly related to inside information whose publication has been deferred, that information will be disclosed as soon as possible when the rumour is sufficiently precise as to indicate that the confidentiality of the inside information can no longer be guaranteed.
Netum never comments on stock valuation or share price performance. The company does not comment on the estimates or forecasts of capital market representatives, and takes no responsibility for such estimates or forecasts. Capital market estimates or forecasts are not considered a basis for issuing a profit warning or estimate of improved results.
Netum may, upon request, verify the accuracy of data in the analysis or report prepared by an analyst with respect to publicly available data.
3 Organisation of communication and responsibilities
Netum’s CEO is responsible for Netum’s investor communications. The CEO and the Board of Directors are jointly responsible for ensuring that Netum’s communications comply fully with the requirements of the Securities Markets Act, other legislation, the rules of the Nasdaq First North Growth Market Finland, and the regulations and instructions of the Finnish Financial Supervisory Authority.
In accordance with the rules of the Nasdaq First North Growth Market Finland, Netum has a certified advisor. The advisor guides, supports and keeps the company informed of the obligations imposed on it by the Nasdaq First North Growth Market Finland rules, and monitors the company’s compliance with the rules.
4 Management of insider information
In the management of insider information, Netum complies with the applicable regulations, such as the MAR Regulation, the rules of the Nasdaq First North Growth Market Finland marketplace, the rules and instructions of the Finnish Financial Supervisory Authority and the insider guidelines for listed companies published by the Nasdaq Helsinki. Management of the company’s insider information is described in Netum’s insider guidelines and on its investor pages at www.netum.fi/investors.
21 April 2021 Approved at the Board meeting