Disclosure policy

February 13, 2020

1. Background

The shares of Kojamo plc (“Kojamo” or the “Company”) are listed on Nasdaq Helsinki Ltd (“Nasdaq Helsinki”). The Company’s bonds are listed on Nasdaq Helsinki and Euronext Dublin. This disclosure policy describes the key operating principles that Kojamo plc adheres to when communicating with different capital market representative and the media. The principles of the disclosure policy apply to Kojamo and its subsidiaries.

In its disclosure policy, Kojamo adheres to Finnish legislation, the EU’s Market Abuse Regulation (“MAR”), the rules and regulations of Nasdaq Helsinki Ltd and the Irish Stock Exchange, as well as the guidelines of the European Securities and Markets Authority (ESMA) and the Financial Supervisory Authority. Kojamo also adheres to the Finnish Corporate Governance Code for Finnish listed companies and the Company’s internal policies and guidelines.

This disclosure policy has been approved by Kojamo plc’s Board of Directors on 13 February 2020 and it replaces the disclosure policy that was approved on 31 May 2018 and came into force on 4 June 2018. The disclosure policy will be reviewed and updated when needed.

2. Principles and objectives of financial and investor communications

The objective of Kojamo’s communication with capital market representatives is to ensure, that all market participants have equal, fair, adequate, simultaneous and correct information on the Company, its business, objectives, strategy and financial situation to support the valuation of the Company’s securities.

Kojamo’s key communication principles are openness, consistency, fairness, timeliness, truthfulness and comprehensibility. The Company communicates both positive and negative information consistently and simultaneously to all stakeholders.

Disclosure is based on a regular and continuous disclosure obligation. The home state in terms of the disclosure obligation is Finland.

The Company discloses information under the disclosure obligation as soon as possible. The relevancy of an event or information is evaluated by Kojamo’s CEO, with the CFO or Board of Directors as backup. Information is released in Finnish and English.

3. Disclosed information

Periodic disclosure obligation refers to regular information released by Kojamo regarding its financial position and development in interim and half-yearly financial reports, financial statements release, financial statements, and the report of the Board of Directors and Corporate Governance Statement based on Securities Markets Act and other regulation, the rules of Nasdaq Helsinki and the standards of the Financial Supervisory Authority.

Financial information is disclosed regarding the parent company and the group as a whole.

In accordance with the continuous disclosure obligation, Kojamo primarily publishes as stock exchange release only regulated information required to be disclosed under the disclosure obligation, as well as insider information under the Market Abuse Regulation (MAR). MAR defines insider information as accurate, unpublished information related to the issuer or financial instrument which, when released, is likely to have a significant effect on the Company’s financial instrument or related financial derivative instrument.

Inside information included in the sphere of the on-going disclosure obligation may include:

  • Essential changes in outlook
  • Profit warnings
  • Significant changes in strategy
  • Significant investments and divestments (exceeding EUR 100 million)
  • Significant organisational changes and changes in the composition of the Board of Directors or Management Team and change of the auditor
  • Significant legal proceedings or other official procedures and decisions issued in them
  • Significant acquisitions and agreements on joint ventures
  • Significant financial arrangements
  • A stock exchange release is also used to publish regulated information that is required to be disclosed by means of a stock exchange release, such as management transactions.

4. Timing of disclosure

4.1 Disclosure of periodic information and other regular reporting

The Company publishes according to a previously announced schedule:

  • a half-yearly financial report
  • interim reports for the first and third quarter
  • a financial statements release
  • full financial statements, a minimum of three weeks prior to the General Meeting deciding on its adoption
  • a report of the Board of Directors in connection with the publication of the financial statement
  • an auditor’s report in connection with the publication of the financial statement
  • a Corporate Governance Statement and Remuneration Statement in connection with the report of the Board of Directors

The Company publishes the annual investor calendar as a stock exchange release prior to the start of a financial year period immediately after the decision has been made.

4.2 Silent period

A silent period precedes all periodically published financial reports, beginning 30 days prior to the publication of the following financial report. During this time, the Company’s representatives do not meet with capital market representatives or issue statements regarding the Company’s business prospects, markets, financial performance or outlook to the media or other parties.

If an event during the silent period requires immediate publication, Kojamo will publish the information without delay in accordance with regulations regarding the disclosure obligation and can comment on the event in question.

4.3 Disclosure obligation of insider information, delay of disclosure and other disclosures

The Company discloses insider information as soon as possible, unless a decision to delay the disclosure is made, in which case the preconditions set out in MAR must be met. In accordance with provisions of MAR, Kojamo may delay disclosure of insider information provided that all of the following conditions are met:

  • immediate disclosure is likely to prejudice the legitimate interests of Kojamo;
  • delay of disclosure is not likely to mislead the public; and
  • Kojamo is able to ensure the confidentiality of such insider information.

The decision on the delay of disclosure of information is made by the Board of Directors or the CEO, with CFO as backup, based on the assessment of whether the conditions for the delay have been fulfilled.

In connection with the decision to delay the disclosure of information, the preconditions for postponement are documented, an insider list concerning the matter is established and a formal decision on postponement is made. The Financial Supervisory Authority will be notified about the delay in connection of the disclosure of the insider information.

Issuing a profit warning cannot be delayed.

5. Outlook statement and profit warnings

The Company shall annually disclose its outlook statement as part of the financial statement release. In addition, the Company will evaluate its future development in the report of Board of Directors, the half-yearly report and the interim reports for the first and third quarter. The outlook statement applies to the remaining accounting period, if not specified otherwise.

A profit warning will be issued without undue delay if the Company’s view on the development of the Company’s financial outlook has changed significantly. The assessment is based on a statement previously made by the Company or on what can reasonably be expected based on previously disclosed information. The Company’s Board of Directors decides on the outlook statement and profit warnings. In exceptional situations, the decision can be made by the Chairperson of the Board of Directors together with the CEO or CFO.

5.1. Changes in holdings and flagging notifications

Kojamo discloses notifications on changes in holdings in accordance with the Securities Market Act. Changes in holdings are disclosed when the holdings of shareholders or persons equal to shareholders reach, exceed or fall below 5, 10, 15, 20, 25, 30, 50 or 90 per cent or two-thirds of the voting rights or the numbers of shares of the Company. Notifications of changes in holdings must be made without undue delay.

5.2. Management transactions

Kojamo discloses the transactions conducted by persons discharging managerial responsibilities and persons closely associated with them according with the provisions of MAR. Persons discharging managerial responsibilities at Kojamo include members of the Board of Directors and the Management Team. Information regarding transactions by persons discharging managerial responsibilities and closely associated persons will be published no later than three days following the business transaction.

5.3. Stock exchange releases and press releases

The releases published by Kojamo plc are divided into two types: stock exchange releases and press releases. The type of the release is determined based on the materiality and significance of the information.

Stock exchange releases

The Company discloses insider information and other matters specified in section 4 as a release as soon as possible. Moreover, the Company publishes information disclosed based on the periodic disclosure obligation and regular reports as releases.

The stock exchange releases are filed with Nasdaq Helsinki and key media. They are also made available on the Company’s website.

Press releases

Press releases targeted at general and industry media provide information about events related to the Company’s business that do not fulfill the criteria for a stock exchange release but are estimated to be newsworthy or otherwise of interest among capital market participants or the media. Press releases typically concern plot acquisitions, project launches and construction contracts (exceeding EUR 10 million).

6. Communications with investors and analysts

The Company seeks to proactively meet and interact with capital market representatives and media. Apart from the silent period, Kojamo responds to queries submitted by shareholders, investors, analysts and media without undue delay.

The objective of the meetings is to provide useful information on Kojamo and its operating environment. During meetings, information is provided within the limits of previously publicly disclosed information and accurately in accordance with such information. New, yet undisclosed information or complementary information that in conjunction with previously disclosed information could constitute information which could be regarded as insider information shall not be provided at these meetings.

Kojamo may publish on its website information on the analysts following the Company and their estimates of Kojamo. Analysts’ opinions, estimates and forecasts are their own and do not represent or reflect the opinions, estimates or forecasts of the Company or its management.

Upon request, the Company may review an analysis or report made by an analyst, but only with regard to the correctness of the information and based on disclosed information. Kojamo does not comment or take any responsibility for estimates or expectations made by capital market representatives. The Company does not comment on the Company valuation or the Company share development, give preference to any particular analyst or distribute analyst reports to the investment community.

7. Communication channels, distribution and availability of releases

The main source of information is the Company’s website www.kojamo.fi. Releases and financial reports can be found on the Company’s website, on which they are made available in connection with disclosure or other publication. Financial reports and stock exchange releases published by Kojamo are maintained on the Company’s website for at least ten years after their release.

Also other material, such as including the material used in investor and analyst meetings, will be made available on the Company’s website.

The Company uses social media in its communications. Social media is not the primary communication channel for financial and investor communication but supports the other channels.

Kojamo’s official reporting language is Finnish. Stock exchange releases are published in Finnish and English.

8. Responsibilities and spokespersons

The CEO of Kojamo is in charge of Kojamo Group’s communications. The CEO and CFO are primarily responsible for relations with capital market representatives. The Marketing and Communications Director is primarily in charge of media relations.

Reports and releases as well as significant stock exchange releases released according to the periodic disclosure obligation are approved by the Board of Directors. Other stock exchange releases are approved by the CEO or CFO.

Meetings with investors and analysts are attended primarily by the CEO, CFO and investor relations manager, as well as other representatives of the Company on a case-by-case basis.

Statements regarding Kojamo Group’s business, financial development or outlook are issued by the CEO or CFO. The Company has named other representatives who may give statements on matters within the scope of their own areas of responsibility. The Board of Directors is normally represented by the Chairman of the Board of Directors.

All statements issued in the name of the Company are in line with previously disclosed information and accurately pursuant to such information. Information deviating from the Company’s previous disclosures may not be given in individual statements; nor may supplementary information which might, combined with previously disclosed information, comprise new material information that can be considered to be insider information.

Representing the Company in social media is regulated by internal guidelines issued on the use of social media.

9. Insider guidelines

In its insider guidelines and administration, Kojamo complies with the requirements set forth in MAR, guidelines of the Finnish Financial Supervisory Authority and ESMA, rules and insider guidelines of Nasdaq Helsinki. Kojamo also adheres to the insider policy approved by the Board of Directors.

Persons discharging managerial responsibilities at Kojamo or determined to be under the trading restriction shall not on their own account or for the account of a third party, directly or indirectly, conduct transactions relating to the financial instruments of the Company during the closed period. The closed window begins at the end of each quarter and continues until the release of a financial statements release, half-yearly financial report or interim report. The closed window is always at least thirty (30) days before the release of the said interim report, half-yearly financial report or financial statements release. Kojamo shall not acquire the Company’s own shares during this period.

Kojamo has in use a so-called whistleblowing channel, which enables the Company’s employees to report if they suspect possible infringement of the rules and regulations of the capital markets by persons employed by the Company. Suspicion or proof of an offence will be handed over to a competent authority to investigate.

10. Rumours and information leaks

Kojamo does not comment on market rumours. However, Kojamo may publicly disclose a stock exchange release to correct clearly incorrect or misleading information that is likely to have a significant effect on the price of the Company’s financial instruments.

In the event that inside information has leaked prior to a disclosure, Kojamo shall publicly disclose a stock exchange release regarding the matter without delay.

11. Changes, deviations and maintenance

The CEO, or a member of the management team named by the CEO, is responsible for the monitoring and interpretation of Kojamo’s disclosure policy. The CEO, CFO and Marketing and Communications Director provide additional information on the disclosure policy.

The CEO is entitled to deviate from the policy in specific cases where there is good cause to do so within applicable laws and regulations.

Kojamo’s Board of Directors decides on changes to the disclosure policy. The management team may make minor or technical alterations to this document.

Page updated 13 February 2020