DNA’s Board of Directors approved this disclosure policy on 9 November 2016, and the policy is valid from 10 November 2016.
1 Objectives of the financial and investor communications
DNA Oyj intends to apply for the listing of its shares on the official list of Nasdaq Helsinki Ltd (the “Helsinki Stock Exchange”). In its communications, DNA complies with EU and Finnish legislation, the rules and instructions of the Helsinki Stock Exchange, the guidelines of ESMA (European Securities and Markets Authority) and the Financial Supervisory Authority, and the Finnish Corporate Governance Code for Listed Companies.
This disclosure policy describes the key principles and practices according to which DNA communicates with the capital markets.
The objective of DNA’s financial and investor communications is to ensure that the price formation of DNA’s financial instruments is based on equal, fair, sufficient and simultaneous information on the company and its business operations and that the information disclosed gives correct and sufficient information on the company’s operations.
2 Key disclosure principles
DNA discloses information on its financial performance and financial position on a regular basis in accordance with a pre-announced schedule in its financial statements and reports of the Board of Directors, financial statements releases and half-yearly and interim reports.
DNA discloses information covered by the disclosure obligation as soon as possible and simultaneously to all stakeholders.
3 Responsibilities and spokespersons
The Board of Directors discusses and approves financial statements, interim reports, half-year reports, profit warnings and any other stock exchange releases that are of particular significance. Other stock exchange releases are approved by the CEO. If the CEO is prevented from approving a stock exchange release, it will be approved by the CFO.
The CEO and the CFO or another person authorised by the CEO are entitled to make statements on the development of the Group’s business operations. Business segments are represented by the Senior Vice Presidents of the business segments or other designated executives.
The CEO and CFO are responsible for DNA’s relations with capital market participants, such as shareholders, investors and analysts.
4 Information on the financial performance and development of operations, and related practices
DNA prepares interim reports, half-yearly reports, financial statement releases, financial statements and reports of the Board of Directors in accordance with the IFRS recognition and measurement principles. DNA publishes information on its financial position on a quarterly basis in accordance with a pre-announced schedule. After the fourth quarter, the company issues the financial statements and the report of the Board of Directors.
The publication dates for the next financial period are announced before the end of the previous financial period. The calendar is available on the company’s website.
Information on the financial result, profitability, future outlook, business developments and other corresponding matters are disclosed, as a rule, in interim reports, half-yearly reports and financial statement releases. If information on the above mentioned financial matters is given in between, it will be published through a stock exchange release.
DNA publishes essential and significant matters and events simultaneously to all stakeholders by issuing a stock exchange release.
4.1 Future outlook
DNA gives guidance on its future prospects on its net sales and profitability (operating result). These measures are assessed by means of verbal description in comparison to the previous year. DNA issues its guidance and general and financial outlook in connection with the publication of the financial statement release and updates the outlook as needed.
The guidance on the financial outlook is based on the full-year forecast, which takes into account the prevailing business and market situation. Statements and estimates provided are based on the management’s view of the development of the Group and its business operations. In extremely uncertain market conditions, the Board of Directors may decide not to provide guidance.
4.2 Profit warning
If DNA’s financial outlook changes in such a way that it materially deviates from a previously disclosed estimate, DNA issues a profit warning. A profit warning is based on what the company has publicly estimated earlier or what may be reasonably concluded from the company’s previous disclosure. A profit warning is given through a stock exchange release.
4.3 Stock exchange releases and press releases
DNA publishes inside information relating directly to the company as soon as possible and simultaneously to all participants. Inside information refers to accurate and unpublished information that directly or indirectly relates to DNA or one or more of DNA’s financial instruments and that, if published, would probably have a major impact on the prices of DNA’s financial instruments or the price of related financial derivatives.
In addition, DNA discloses following decisions, information and events through a stock exchange release:
- notice of a General Meeting, and decisions of the General Meeting
- proposals and decisions on changing DNA’s share capital or number of shares or other financial instruments relating to DNA’s shares and issued by DNA, unless the proposal or decision is insignificant;
changes to the Board of Directors or the Group Executive Team, and any change of auditor;
decision on the introduction of a share-based incentive scheme;
business transactions between DNA and its related parties;
significant changes in DNA’s operations, on the basis of which DNA can be regarded as an entirely new company;
decision on listing DNA’s financial instruments;
information on special situations or circumstances that generate significant uncertainty regarding fair trading in DNA’s financial
instrument or the reliable price formation of the said instrument on the stock exchange;
business transactions by DNA’s management and the persons closely associated to them;
changes in the company’s shareholding (flagging).
If DNA issues a forecast, it will disclose information on the underlying assumptions and requirements as unambiguously and consistently as possible. DNA issues possible forward-looking statements as unambiguously and consistently as possible.
Stock exchange releases are delivered to the Helsinki Stock Exchange and major media without undue delay and published on the company’s website. Stock exchange releases are published in Finnish and in English.
DNA publishes a press release on events relating to the Group’s business operations that do not meet the criteria set for stock exchange releases but are estimated to be newsworthy or to be of general interest to the company’s stakeholders. Such events include, for example, minor acquisitions, product launches or new, interesting customers.
5 Investor, analyst and media relations
DNA actively meets representatives of the capital market and the media.
In connection with publication of an interim or half-yearly report or the financial statements release DNA organises an event at which the CEO and CFO summarise the key points of the financial result. In addition, the company organises a teleconference for investors, analysts and media representatives.
If needed, DNA organises a capital market day to provide background information and familiarise analysts and investors with the company’s operations. The materials presented will be published on the company’s website once the event has started.
The company’s financial department is responsible for the centralised coordination of communication with investors and analysts. The company answers enquiries from investors, analysts and the media by telephone or by email without undue delay.
5.1 Analysts’ market forecasts
DNA publishes information on the analysts monitoring the company and their evaluations of DNA on the company’s website. Analysts’ opinions, evaluations and forecasts are their own, and do not represent or reflect the opinions, evaluations or forecasts of the company or its management.
DNA monitors analysts’ statements and evaluations relating to the development of the share price. DNA does not comment, however, on the analysts’ statements or evaluations.
Analysts and investors are provided only with material that has already been disclosed to the public. Upon request, DNA may review an analysis or report made by an analyst, but only with regard to the accuracy of the information disclosed.
5.2 Silent period
DNA’s silent period begins three (3) weeks before the publication of an interim report or a financial statements release. During the silent period, DNA’s management or experts do not meet capital market representatives. During the silent period, DNA does not make statements to the media on the company’s financial position, markets or future. The silent period ends when the Group’s half-yearly or interim report or financial statements release is published.
If an event occurs during the silent period that requires immediate disclosure, DNA will disclose the related information without undue delay in accordance with the provisions concerning the disclosure obligation and may comment the said event.
6 Market rumours and information leaks
DNA does not comment market rumours. If a market rumour has or is likely to have a notable effect on the value of the company’s securities, DNA may issue a stock exchange release to provide correct information for the markets, or in order to correct substantially wrong or misleading information. If insider information relating to DNA leaks out, DNA issues a stock exchange release on the matter as soon as possible.
7 Communications channels, distribution of releases, and availability
The primary stakeholders of the company’s communications and investor relations are the company’s own personnel and external stakeholders, such as potential employees, current and potential customers, subcontractors, partners, shareholders, investors, analysts, political decision-makers and the media.
The primary communications channel of DNA’s personnel is the Group’s intranet, and other channels include manager communications, events and publications. The primary communications channel of external stakeholders is the company’s website, which contains all essential, up-to-date information. Other channels include, for example, publications, stock exchange releases, press releases, events and personal communications, depending on the relevant stakeholder.
The communications department is responsible for distributing stock exchange releases to the Helsinki Stock Exchange and to major media, and for distributing the press releases to the media. The stock exchange and press releases will be made available on the company’s website as soon as they are published. The company’s annual reports, stock exchange releases and press releases will be available on the company’s website for a minimum of ten years from the publication.
DNA publishes a financial schedule on its Internet pages, including the publication dates of the financial statements release, half-year report and interim reports, and the date of DNA’s Annual General Meeting.
Other relevant material, such as presentations of media and investor communications, potential teleconferences and webcasts, will be available on the Group’s website for a minimum of twelve months.
8 Crisis communication
The Vice President, Corporate Communications, is responsible for the management of DNA’s crisis communication. DNA’s crisis communication group comprises the Vice President, Corporate Communications, communications managers of various business segments, and the Chief Security Officer. In the event of a serious crisis, the CEO will be informed immediately.
DNA’s separate crisis communication plan specifies the principles and objectives of DNA’s crisis communication. The principles include ensuring business continuity, engaging in quick, honest, active and planned communication, applying a human touch, responsibility, and using clear language.
The objective of the communication is to distribute information in a coordinated, quick, clear, fair and open manner.
9 Insider instructions
DNA’s insider instructions and insider management comply with the requirements of the MAR and provisions issued based on it, the guidelines of the Financial Supervisory Authority and ESMA, and the rules and insider guidelines of the Helsinki Stock Exchange. In addition, DNA complies with the company’s own insider instructions, approved by the Board of Directors.
DNA’s so-called closed window lasts 30 days and terminates when an interim report or a financial statements release is published. During the closed window, DNA’s management and employees who do not hold executive positions but regularly participate in the preparation of interim reports, the financial statements release or the annual financial statements may not trade in the company’s securities. Furthermore, DNA does not purchase treasury shares during this period.
10 Changes, exceptional conditions and maintenance
Any decisions on amendments to this document will be made by DNA’s Board of Directors.
If needed, DNA’s CEO may issue additional instructions on the implementation of the disclosure policy and, in individual cases, the CEO is entitled to deviate from the disclosure policy for weighty reasons within the limits of laws and regulations.
Minor or technical changes to this document may be approved by DNA’s Executive Team.