Approved by the Board of Directors of Robit Plc on 15 June 2017.
1. GENERAL PRINCIPLES
Robit Plc’s (“Robit” or the “Company”) share is quoted on Nasdaq Helsinki Oy. Robit complies in its disclosure policy with Finnish and EU legislation and other administrative orders, such as the Finnish Securities Markets Act, decrees of the Ministry of Finance, provisions, guidance, and standards of the Finnish Financial Supervisory Authority, rules and Guidelines for Insiders of the Exchange published by Nasdaq Helsinki Ltd, and the EU Market Abuse Regulation (MAR) No. 596/2014.
The objective of Robit’s investor communication is to provide the market with reliable, sufficient, and up-to-date information for enabling investors to determine the value of the Company’s share. Robit communicates to investors on equal and fair terms.
The Company’s board of directors has adopted the disclosure policy first time on 29 June 2016, and it is updated when necessary.
The Chairman of the board of directors of the Company, CFO, and the person in charge of communications are jointly responsible for financial reporting and investor communications. In addition to them, only the President & CEO may provide statements concerning the Company’s financial situation and development. During the financial year 2017, the Chairman of the board of directors is responsible for communications since the new President & CEO who started on 1 May 2017 will focus on acquiring a thorough understanding of the Company and its clients. The Company’s management will inform the board of directors of the main contents of the stock exchange releases before they are disclosed. The board of directors does not provide its prior consent on all major stock exchange releases.
3. MATTERS TO BE REPORTED
Listed companies are obliged to comply with the regular and ongoing disclosure obligation. In addition, the Company is subject to other disclosure obligations arising out of applicable laws and regulations.
3.1 Periodic, ongoing, and other disclosure obligation
Periodic disclosure obligation:
The scope of periodic disclosure obligation includes reporting on financial statements and interim reports. Robit discloses quarterly financial reviews in the form of revenue details and discloses a investor calendar on the planned publication dates of financial statement report and interim reports for the following financial year before the commencement of a new financial year. The investor calendar can also be found on the Company’s website.
Ongoing disclosure obligation:
Robit informs the public as soon as possible by means of a stock exchange release with regard to any information on decisions, matters, and events having a significant and precise nature, the publication of which would be likely to have a significant effect on the price of Robit’s share or any other financial instrument or related derivatives (“Financial Instrument”) (“Insider Information”).
Information shall be deemed to be of a precise nature if it indicates a set of circumstances which exists or which may reasonably be expected to come into existence, provided that it is specific enough to enable a conclusion to be drawn as to the possible effect of that set of circumstances or event on the price of Robit’s Financial Instrument.
Information which would be likely to have a significant effect, if disclosed, on the price of Robit’s Financial Instrument means information a reasonable investor would be likely to use as part of the basis of his or her investment decision.
Information that may be treated as Insider Information is for example:
- changes in the Company’s management,
- prospects and profit warnings,
- significant investments, loan arrangements, and acquisitions,
- significant changes in business environment,
- significant reorientation of business operations or new cooperation arrangements,
- information on share issue, takeover bid or redemption offer, or any other change concerning the Company’s Financial Instrument, such as combining or division of the Financial Instruments or share series;
- commencement of significant legal proceedings or decision related to it having significant value or significant decision given by the authority.
The board of directors of Robit or, in urgent situations, the President & CEO or the Chairman of the board of directors evaluates whether the information arisen shall be deemed to be Insider Information.
Other disclosure obligation:
The Company’s other disclosure obligation concerns, among others, summons to the general meeting of shareholders and proposals made by the board of directors or any other party to the general meeting of shareholders, issuance of the Company’s shares, changes in the Company’s board of directors or management, change of auditor, incentive schemes based on shares, transactions between the Company and its related parties, and acquisition or transfer of the Company’s shares.
The Company informs the public as soon as possible of these matters listed above.
3.2 Delaying disclosure of Inside Information in certain situations
Robit shall disclose all Inside Information that directly concern the Company as soon as possible. However, the Company may delay the disclosure of Inside Information if all the following preconditions are met:
- Immediate disclosure is likely to prejudice the legitimate interests of the Company;
- Delay in disclosure is not likely to mislead the public; and
- The Company is able to ensure the confidentiality of that information.
In situations outlined below the Company’s legitimate interests referred to above in section (i) may be prejudiced, which may enable delay of disclosure of Inside Information (provided that all other preconditions for the delay of disclosure are simultaneously met):
- on-going negotiations if disclosure of information will likely affect the result and ordinary course of these negotiations;
- information is related to a situation where the Company’s economic viability is under a substantial risk and immediate disclosure of such information would impede shareholders’ interests by risking the negotiations that aim to restore the Company’s economic viability;
- a decision or agreement of the Company’s management that requires the approval of the Company’s other body before it becomes valid and its disclosure before the approval, or disclosing information stating the lack of approval, is likely to risk the proper assessment of information within the public;
- information is related to progress in product development, patents, or other inventions, and it is for the interest of the Company to protect the progress before the matter becomes public;
- information is related to the Company’s decision to sell or acquire a substantial share in another company, and if the disclosure were not to be delayed it would risk the planned transaction, or
- information is related to a transaction disclosed previously that still requires the authority’s approval. Under these circumstances, the additional terms provided by the authority may be delayed if their disclosure could risk the completion of the transaction.
In situations provided in the following examples, delaying disclosure of Inside Information would likely be considered misleading the public (and, thus, it is not possible to delay the disclosure under these circumstances):
- information subject to delayed disclosure significantly differs from the Company’s previously disclosed information;
- information subject to delayed disclosure is related to a situation where the financial objectives disclosed by the Company earlier are not likely to be met;
- information subject to delayed disclosure significantly deviates from the market expectations based on the information the Company has provided earlier.
The preconditions for delaying the disclosure of Inside Information do not apply to delaying the disclosure of profit warning publication; this information will always be informed to the public as soon as possible.
The board of directors of Robit, and in urgent situations, the President & CEO or the Chairman of the board of directors decides to delay the disclosure of Inside Information. The decision to delay the disclosure of Inside Information will be documented and a project-specific insider list will be made for this purpose. The Company monitors that the preconditions for delaying the disclosure are met, and discloses the delayed information as soon as possible after the preconditions for the delay are no longer met. Inside Information will not be disclosed if the project subject to Inside Information is cancelled.
When the Company discloses the delayed Inside Information the Company notifies the Financial Supervisory Authority of the delay of disclosure promptly. The grounds for delaying the disclosure are kept for at least 5 years and they are submitted to the Financial Supervisory Authority at their request.
3.3 Prospects and any updates related to these
In addition to what has been stated in different regulations and guidelines, Robit complies with the following principles in its communication policy:
- If Robit’s financial development for the financial year in question unexpectedly deviates significantly from an estimate that can be reasonably made based on other information disclosed by the Company at an earlier stage, the Company will publish the updated profit forecast as a stock exchange release as soon as possible.
- The Company’s significant future risks and uncertainties are also described in the financial statement releases and interim reports.
3.4 Agreements with clients
Agreements concluded with clients are often framework agreements intended to provide guidelines for their operations. As such, the deliveries provided in the agreements are not necessarily fulfilled. Generally, Robit does not inform the public of any commercial agreements concluded with its clients due to their confidentiality obligations unless concluding the agreement or any other issue related to it is considered to be Inside Information.
All acquisitions considered to have a significant value on the price of Robit’s Financial Instrument are informed to the public in accordance with the ongoing disclosure obligation and the rules of Nasdaq Helsinki Ltd.
3.6 Leaks, market rumours and crisis communications
- If an Inside Information, the disclosure of which the Company has delayed, has leaked before its disclosure, Robit will disclose such information promptly.
- Robit will not comment any market rumours. If the Company’s management considers that market rumours will have a significant effect on the price of Robit’s financial instrument, it may, however, consider disclosing a release in order to correct any incorrect or misleading information or to provide correct information equally to the entire market.
- In a situation where the market rumour clearly relates to Inside Information the disclosure of which the Company has delayed, such Inside Information will be disclosed as soon as possible after the rumour is specific enough in order to show that the reliability of such piece of information can no longer be ensured.
- If required by Nasdaq Helsinki Ltd, the Company will disclose information in special situations or circumstances that may cause significant uncertainty for its Financial Instrument’s equal trading opportunities or reliable price formation on stock exchange.
- In crises, the local management of Robit’s units will execute the measures related to crisis management, including communications. If the Company’s management considers the situation serious enough to be likely to have a significant effect on the value of Robit’s Financial Instrument, Robit’s group communications team will coordinate communications and disclose a stock exchange release about it as soon as possible.
3.7 Contacts to investors and silent period
The Company arranges regular investor meetings in connection with the publication of financial reviews. In addition, the Company meets investors in other investor events organised by the Company or other parties.
Robit’s so-called silent period begins 21 days before interim reports or financial statement releases are disclosed, and it ends after these documents have been disclosed. During the silent period, the Company does not meet any investors or comment the group results and profits.
The stock exchange releases are disclosed in Finnish and English via Nasdaq Helsinki Ltd, and they are simultaneously submitted to major media. The Company also discloses all releases on its website as soon as possible.
4. INTERPRETATION AND APPLICATION
The President & CEO or a person designated by him or her provides the guidelines for interpretation and application of this disclosure policy.