Uutechnic Group’s information policy
Role and objectives of communication
Plc Uutechnic Group Oyj is the parent company of Uutechnic Group (“the Group”) and listed on the main list of the Helsinki Stock Exchange. In its communications, Uutechnic Group complies with Finnish and EU legislation, Nasdaq Helsinki Oy’s rules, the rules and recommendations of the Financial Supervisory Authority (“FIN-FSA”), as well as the company’s principles of good corporate governance.
Corporate communications and investor relations are part of the strategic management responsibility which is considered a significant area in the Group’s operations.
Timely, transparent and properly managed communication helps the Group to achieve its objective: to support the correct valuation of Uutechnic Group’s shares.
The purpose of stock exchange releases is to publish, simultaneously to all existing and potential shareholders, all the material information which has or may have an essential effect on the share valuation.
In stock exchange releases, matters are described objectively and realistically, to give all market participants a true picture of the Group’s overall situation.
The Chairman of the Board of Directors and CEO are official representatives of the Group. Members of the Board of Directors and Management Team, as well as other experts at the Group may issue statements on matters belonging to their respective areas of responsibility, if they have been authorised to do so.
Key communication principles
The Group publishes its strategy and financial results and objectives on a regular basis in its financial statements, half-year and year-end reports.
The Group publishes the financial statements bulletin, financial statements, annual and half-year reports as soon as possible after the end of the reporting period, once the necessary documentation is completed.
The reports, financial statements and financial statement schedule are available on Uutechnic Group’s website at www.uutechnicgroup.fi. All reports and press releases are available on the company’s website for five years.
The Group publishes its financial data and key performance indicators in aggregate format without breaking the numbers down into divisions or subsidiaries. Publication takes place in a stock exchange release, after which the information may be published by other means.
The financial statements include the official audited consolidated financial statements, the Report by the Board of Directors and the CEO’s review. The financial statements and the annual report are published on the company’s website in Finnish and English.
The Group publishes a market outlook summary and numerical or verbal indicative earnings guidance for the current year in the financial statements bulletin and updates them in its semiannual and interim reports. If necessary, the company may update the guidance at other times by issuing a stock exchange release.
In its earnings guidance the company seeks to take into account the low predictability of business and, on the other hand, the investors’ need for information for investment decisions.
The market outlook is based on the management’s reasoned view of developments in the business environment and markets.
The earnings guidance is based on the company’s estimated sales and profitability and/or other factors that could affect the current year’s result as assessed on the basis of the current situation.
Apart from the information published in its official market outlook and earnings guidance, the Group does not issue any other estimates or projections.
The Group monitors market expectations and estimates, and if they differ substantially from the company’s earnings guidance, the Group advises the market, if necessary.
A profit warning is a correction of the projections and estimates published previously by the Group.
A profit warning is published in a stock exchange release without undue delay, if the Group estimates that its earnings or other business development will probably be materially different from the estimates issued by the company. The Board of Directors defines the company’s internal normative boundaries for determining materiality and monitors the company’s performance and other trends on a monthly basis. However, the profit warning is always based on an overall evaluation.
Information leaks, rumours and market estimates
As a rule, the Group does not comment on market rumours, share price performance, customers’ or competitors’ actions or analysts’ forecasts. However, the Group may publish a stock exchange release essentially to correct inaccurate information, if it has or can have a significant impact on the valuation of the share.
Furthermore, the Group does not comment on any matters that are still in the pipeline. However, if information that has a significant impact on the valuation of a security has been leaked to the public prematurely, the Group publishes a stock exchange release on the matter.
The Group’s silent period starts at the end of each reporting period, however, at least three weeks prior to the publication of the financial statements and semiannual and interim reports, and ends upon their publication. During the silent period, the Group’s management and personnel will not have any dealings with investors, analysts and media representatives and will not comment on the company’s prospects, financial results or forecasts.
However, if an occurrence during the silent period requires immediate publication, the Group will publish the information without delay in accordance with disclosure regulations and may comment on that particular occurrence.
Changes in ownership
Shareholders of a listed company have an obligation to notify the FIN-FSA and the company of changes in their holdings. The Group, in turn, is obliged to publish the shareholder’s notifications. According to the Securities Markets Act (Chapter 9, Section 5), changes in the holdings shall be published when the proportion reaches or exceeds or falls below 5, 10, 15, 20, 25, 30, 50, 66.7 (two thirds) or 90 per cent of the voting rights or the number of shares of the company. Notifications of changes shall be given without undue delay.
Transactions in shares of the company carried out by the Group’s managers or persons close to them are published in a stock exchange release in accordance with FIN-FSA guidelines.
Stock exchange releases
The Group publishes, without undue delay, a stock exchange release on important decisions, events and matters, which are deemed to have a material effect on the share price development.
The Board of Directors, together with the operational management, coordinates the publication of all the Group’s releases. This ensures the correct timing of releases, as well as a comprehensive and quick delivery of the releases to all stakeholders.
The Group’s CEO is responsible for informing, on his or her own initiative and without delay, the Chairman of the Board of Directors of matters which, in his or her view, may, either as individual matters or in connection with other matters, affect the obligation to provide information. The Group CEO shall ensure, by means available to him or her, that the Group’s personnel will bring to his or her attention any matters which, either as individual matters or in connection with other matters, may result in an obligation to provide information.
The Group issues stock exchange releases on matters such as the following:
- financial statements, half-year reportsand interim reports
- strategically important matters and substantial changes in financial situation and future prospects
- new orders that are significant because of their value (approx. 10 % of turnover) or size, and orders that are important openings in terms of new customer groups, new markets or new technology
- mergers and acquisitions and financing arrangements, as well as significant investments
- significant cooperation agreements and business restructuring arrangements
- changes in the Board of Directors or change of CEO
- business organisation changes in the Group and significant co-determination procedures
- company law issues•significant legal processes
- share-based incentive schemes
- crisis situations, as well as identified risks that differ from the Group’s ordinary business, and preparing for them
The Press releases include information about the Group’s normal business that does not meet the requirements set for the stock exchange releases but are estimated to be newsworthy or deemed otherwise interest worthy by the company’s shareholders.
The Group will notify the Orders received by a press release if the value of orders does not exceed the limit set for the stock exchange release.
The company will publish all important orders it receives, but orders requested by customers remain confidential. An order will be published once it has been booked as order received. Press releases may also include information on small investments and co-operation agreements with customers and partners. In addition to that, the Group may publish professional press releases that include detailed information on products, services and technologies.
The Group’s operational management is responsible for press releases. By agreed operating procedures the Group will ensure timely, comprehensive and quick delivery as well as consistency
The main source of real-time information is the Group’s website, where releases are equally available to all investors immediately after the publication of each stock exchange release and press release.
The Group’s objective is to provide comprehensive information on its website, allowing investors to form a true and fair view of the company. However, information that materially affects the value of the securities of the parent company is always additionally announced in a stock exchange release.
The Group publishes the stock exchange releases and press releases through NASDAQ Helsinki Oy. Information published on the service is simultaneously published at the Group’s website.
The shareholder and share data published on the Group’s website is produced by Euroclear Finland Oy and maintained by the Group.
The Group’s official reporting language is Finnish. All official material is published in both Finnish and English.
Communication in exceptional circumstances
In exceptional circumstances, it is very important to minimise the damage to the image of the Group through prudent and efficient communication. The Board of Directors shall be informed of any exceptional situations without delay. Depending on the extent and type of the exceptional situation, the Board of Directors or the CEO appoints a crisis management team to handle the situation and communication.
According to the Group’s insider guidelines, persons under obligation to notify are not allowed to trade the company’s securities for 30 days (closed window) before the disclosure of financial information. Those under obligation to notify must always obtain permission from the company’s insider officer before making transactions.
The Group’s insider guidelines include additional instructions on how the persons under obligation to notify, as well as persons close to them, must notify the company of their transactions on the company’s securities.