Disclosure policy

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's 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 objective of Netum’s communications is to support the valuation of Netum’s share by ensuring that all parties operating in the market simultaneously have access to consistent, 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 announcements and press releases. The category of release in question in any given case is determined in accordance with this disclosure policy and the valid more detailed release categories in force on Nasdaq First North Growth Market Finland.

Netum publishes financial reports, insider information and other information to be made public as company announcements in accordance with the rules of the Nasdaq First North Growth Market Finland.

Press releases are used to inform investors about matters related to Netum’s business that do not meet the criteria specified for a company announcement, but which are assessed to be newsworthy or otherwise of interest to the company’s stakeholders.

2.2 Periodic disclosure obligation

The periodic disclosure obligation applies to regularly published information about the company’s financial position and results. Netum publishes annually a financial statements release, financial statements, a report of the Board of Directors as well as a half-year report. Netum also publishes business reviews for the first three and nine months of the financial year.

The financial reports are prepared in accordance with the Finnish Accounting Standards.

Regulated information is available on Netum’s website at https://www.netum.fi/investors.

By the end of each year, Netum publishes in a company announcement and on its investor website 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.

2.4 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 announcement. 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
    • A new order or agreement with an estimated value of at least EUR 2 million during the agreement period, or otherwise strategically significant, or which is otherwise to be disclosed in accordance with MAR Article 17, is considered significant
  • Acquisitions and other corporate transactions, investments and divestments
    • Significant acquisitions include transactions in which the revenue or EBITDA of the target of the acquisition or divestment corresponds to more than 10% of Netum’s revenue 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.
  • Deferment of disclosure would be unlikely to mislead the public.
  • The company can guarantee the confidentiality of information.

2.4.1 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 a company announcement includes the following:

  • Notices of General Meetings and resolutions by General Meetings
  • Changes in the composition of the Board of Directors, company management, certified advisor and auditors
  • Share-based incentive plans
  • Issuance of financial instruments
  • Application for admission of a financial instrument to trading on another marketplace
  • 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

2.5 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 website is a publication channel for information on the company’s operations and finances. The purpose of the website is to provide correct and up-to-date information about Netum as a business partner and investment target. In addition to company announcements and press releases, presentations in the company’s press and investor events are also published on the website.

All Netum’s press releases and financial reports for at least the previous five years are available on the company’s website for at least five years. The company’s official reporting language is Finnish.

2.6 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 materially affecting the value of the company’s securities is disclosed at the meetings.

2.7 Silent period and closed window

Netum observes a silent period of thirty (30) days prior to the publication of business reviews, the half-year report and the financial statements release. During the silent period, Netum’s representatives do not meet with representatives of the capital markets or the media nor comment on the company’s financial position or the future prospects of the company or markets. If information is disclosed during the silent period in accordance with the ongoing disclosure obligation, Netum may comment on such information.

In addition, the Market Abuse Regulation imposes a closed window of 30 days prior to the publication of business reviews, the half-year report or financial statement for persons discharging managerial responsibilities and their closely associated parties. During the closed window, trading in the company’s financial instruments for own account or for the account of a third party, directly or indirectly, is prohibited.

2.8 Financial guidance and profit warning

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 release and the half-year report. The outlook for the current year will be announced at the latest in connection with the financial statements release.

If Netum’s view on the development of its result for the current year has changed, and the result is likely to materially mdeviate from what can reasonably be expected based on the company’s previously published financial information, the company will publish a negative or positive profit warning in a company announcement as soon as possible.

The need for a profit warning is assessed and decided by between Netum’s CEO and the Chairman of the Board . A profit warnings is insider information that must be published in a company announcement as soon as possible, and cannot be delayed.

2.9 Rumours, leaks and market estimates

As a rule, Netum does not comment on possible public rumours, share price development or analysts’ forecasts.

If insider information, the disclosure of which has been deferred by Netum in accordance with MAR, 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 where the rumour is explicitly related to inside information the disclosure of which has been deferred, inside information will be disclosed as soon as possible when the rumour is sufficiently precise to indicate that the confidentiality of the inside information can no longer be guaranteed.

Netum never comments on share valuation or share price development. 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 shall not be considered a basis for issuing a profit warning or estimate of improved results.

Netum may, upon request, verify the accuracy of the analyst's analysis or report with regard to publicly information.

3 Organisation and responsibilities of communication

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 fully comply with the requirements of the Securities Markets Act, other legislation, the rules of the Nasdaq First North Growth Market Finland marketplace and the regulations and instructions of the Finnish Financial Supervisory Authority.

Together with the CEO, the company's Board of Directors is responsible for publishing financial reports and publishing company announcements concerning possible changes in future outlook and other company announcements required by law.

Statements are issued on behalf of Netum by the CEO. Only the CEO has the right to issue statements on behalf of the company in matters concerning the company's strategy, results, financial targets and their development, as well as corporate transactions.

In special cases, statements may be issued by the Chairman of the Board of Directors and, on a case-by-case basis, by a person specifically authorised by the CEO or the Board of Directors.

In crisis situations, a separate procedure for crisis communication is followed, which covers communication responsibilities, assessment of the situation, internal communication, external communication and analysis after the end of the situation.

In accordance with the rules of the Nasdaq First North Growth Market Finland marketplace, Netum has a certified advisor who guides, supports and keeps the company informed of the obligations under the rules of Nasdaq First North Growth Market Finland rules, and monitors the company’s compliance with the rules.

4 Management of insider information

In managing insider information, Netum complies with the regulations applicable at any given time, 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 the company's insider guidelines and on its investor website at www.netum.fi/en/investors.

Date               Approved

21 April 2021   Approved in the Board meeting
1 November 2023 Approved in the Board meeting