Disclosure Policy
SOLWERS PLC. ‘S DISCLOSURE POLICY
This is a summary of Solwers Plc.’s (“the Company”) disclosure policy. The company complies with the rules, guidelines and regulations of the Helsinki Stock Exchange and First North, ESMA (European Securities and Markets Authority) and the Financial Supervisory Authority, as well as the Market Abuse Regulation ((EU) No 596/2014, “MAR”) and the obligations set out in the Securities Markets Act, the Limited Liability Companies Act and other legislation concerning the companies listed on First North. The disclosure policy approved by the Board of Directors on 3 June 2021 describes the key principles and practices according to which Solwers communicates with capital markets, media and other stakeholders. As a listed company, Solwers is obliged to provide the investor with sufficiently reliable, comprehensive, timely and comparable information to make investment decisions.
The principles of this Disclosure Policy apply not only to the Company but also to its subsidiaries and associates. The communication policy shall be periodically reviewed and updated as necessary.
Responsibilities
The Board of Directors of the Company is responsible for the publication of the financial statement release, the financial statements and the report of the Board of Directors, the midyear reports, and any profit warnings. The Board of Directors is also responsible for the disclosure of information required under the Nasdaq First North Growth Market Rulebook, such as the invitation to the General Meeting or the decision to issue new shares. The CEO and CFO of the Company are responsible for publishing company releases under the ongoing disclosure obligation. The ongoing disclosure obligation covers, among other
things, significant cooperation agreements, mergers and acquisitions or investments that meet the criteria for insider information because of their size or strategic importance. The CEO is also responsible for the disclosure of transactions by the executives. UB Securities Oy acts as the Company’s approved advisor in accordance with the Nasdaq First North Growth Market Rulebook.
Communications channels
The Solwers website (www.solwers.com) is the Company’s main communication channel for up-to-date investor communication. The Company publishes all its press releases on its website in Finnish and English (latter from 15th March 2022). The Company stores the company releases published under its ongoing disclosure obligation for at least five (5) years on its website. The Company stores the financial reports published under its periodic disclosure obligation for at least ten (10) years on its website.
Reporting languages
The Company’s reporting languages are Finnish (and English from 15the March 2022).
Company releases
Information such as financial statements, midyear reports and insider information directly related to the Company’s strategy, significant changes in the Company’s financial or outlook, significant contracts or other transactions that differ from normal business operations due to their value or strategic importance, as well as sudden and significant changes in the Company’s financial situation, are published as company releases. Company releases are also used for disclosing, for example, the transactions by executives, changes in the Management Team or the Board of Directors and changing the auditor. Company releases are available on the company website for at least five (5) years after publication.
Press releases
Information that does not meet the criteria for the company release but is of interest to investors and other Company stakeholders is published as press releases.
Outlook and financial targets
The Company presents an estimate of its outlook in connection with its financial reports. Estimates on the outlook must be justified, and the justification criteria must be presented. Due diligence must be exercised in preparing the outlook. If the Company presents financial targets in the context of its financial reports, the Company also includes a timeframe for achieving the financial targets in the report. The Company will announce any changes to its previously published financial targets in connection with its financial reporting or separately as a company release.
Transactions by executives
Solwers will disclose the transactions by the Company’s executives and their related parties on the Company’s financial instruments as a company release without delay and no later than within two (2) working days of the executive’s notification. The term “executive” covers members of the Board of Directors, the CEO, the CFO, the General Counsel, the Head of Communications and HR Director. The obligation to report the transactions of executives is discussed in more detail in the Company’s Insider Policy.
Silent period and closed window
The periodic financial reports are preceded by a silent period commencing 30 days before the date of publication of the next financial report. During the silent period, the Company’s representatives do not meet with representatives of the capital market or the media or comment on the Company’s financial situation, the market or outlook. In accordance with MAR, the executives of the issuer must comply with a 30-day closed window before the publication of midyear reports or annual financial statements. During the closed window, trading in the Company’s financial instruments for one’s own account or for the account of a third party, either directly or indirectly, is prohibited.
