DNA’s Board of Directors approved this disclosure guidelines on 13 March 2020.
1 Objectives of the financial and investor communications
DNA Plc is telecommunications Group which is registered in Finland. DNA is subject to reporting obliga-tions as an issuer of the senior unsecured fixed rate notes and which are listed in Nasdaq Helsinki stock exchange. DNA’s shares were delisted from Nasdaq Helsinki on 3 February 2020. Due to delisting of DNA's share from Nasdaq Helsinki on 3 February 2020, DNA is not subject to reporting obligations as an issuer of shares as set out in the Finnish Securities Markets Act. The company is domiciled in Helsinki, Finland.
In its corporate communications, DNA complies with Finnish and European legislation, rules and instruc-tions of the Helsinki Stock Exchange, regulations and guidelines of the Financial Supervisory Authority and European Securities and Markets Authority ESMA.
The objective of DNA’s financial communications is to ensure that the market price formation of DNA’s fi-nancial instruments is founded on equal, fair, sufficient and simultaneous information about the company and its business operations, and that the market is provided with accurate and sufficient information about the company’s operations without undue delay.
2 Key disclosure principles
DNA discloses information about its result and financial position regularly in accordance with a prear-ranged schedule in its financial statements and report of the directors, the financial statements bulletin and the half-year and interim reports.
The key principles of DNA’s corporate communications are trustworthiness, transparency, consistency and impartiality. DNA discloses information covered by the disclosure obligation as soon as possible and simultaneously to all stakeholders.
In accordance with the Market Abuse Regulation ((EU) No. 596/2014, “MAR”), DNA discloses inside in-formation directly relating to the company as soon as possible or defers the disclosure in accordance with the regulation.
DNA’s official language of communications is Finnish. DNA publishes all material included within the scope of its disclosure obligation in Finnish and English.
3 Responsibilities and spokespersons
The CEO, CFO and other individuals authorised by the CEO are entitled to issue statements on the devel-opment of the Group’s business. Heads of business segments may comment on matters that concern their respective business segment or its financial status.
The CEO and CFO are responsible for DNA’s relations to capital market players. The Vice President, Corporate Communications, is responsible for the media relations.
4 Information on the financial result and development of operations, and practices
DNA prepares the half-year report, the financial statements bulletin and the report of the Board of Direc-tors in compliance with the IFRS booking and valuing principles. DNA publishes information about its fi-nancial status in accordance with a pre-announced schedule. After the fourth quarter, the company issues the financial statements and the report of the directors.
The publication dates for the next financial period are announced by stock exchange release before the end of the previous financial period.
As a rule, information about the financial result, business developments and other corresponding matters are disclosed in the half-year report and the financial statements bulletin.
4.1 Market outlook
In financial reports, DNA describes general and market outlook and changes in operating environment and update those according the situation. Statements and estimates provided are based on the man-agement’s view of the development of market situation and outlook.
4.2 Profit warning
If DNA’s operating environment or market outlook changes in such a way that it impacts materially on DNA's financial development or it differs essentially from the estimate published earlier, DNA issues a profit warning. A profit warning is based on what the company has estimated earlier in public or what can be reasonably concluded from the information the company has disclosed earlier, taking into account the outlook and prevailing market situation. A profit warning may be positive or negative, and is announced by stock exchange release as soon as possible.
4.3 Obligation to disclose inside information and delay of disclosure
DNA publishes inside information relating directly to the company as soon as possible and simultaneous-ly to all players. Inside information refers to accurate and unpublished information that directly or indirect-ly relates to DNA or DNA’s financial instruments and that, should it be published, would be likely to have a major impact on the prices of DNA’s financial instruments. DNA has a reporting obligation as an issuer of the senior unsecured fixed rate notes which are listed in Nasdaq Helsinki stock exchange.
Under the Market Abuse Regulation, the disclosure of inside information may be delayed if the following conditions are met:
• disclosure is likely to prejudice the company’s legitimate interests;
• delaying the disclosure of the information is unlikely to mislead the public; and
• the information remains confidential.
The decision to delay disclosure is made by the CEO or an individual authorised by the CEO after an as-sessment of whether the grounds for delay are met.
4.4 Press releases
DNA issues stock exchange releases on the following decisions, information and events:
- significant changes in DNA’s operations, on the basis of which DNA can be regarded as an en-tirely new company;
- merger, demerger, reorganization or financial restructuring, liquidation and bankruptcy;
- facts and circumstances that would tend to have a material impact on its solvency, liquidity or ability to meet its obligations;
- 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;
- other events of strategic importance to the Group as a whole.
DNA publishes with press releases all other business transactions, such as minor acquisitions, product re-leases and new and interesting customer accounts.
5 Market rumours and information leaks
DNA does not comment on market rumours. If a market rumour is or is likely to have a significant effect on the price of the company’s securities, DNA can issue a stock exchange release to provide correct in-formation for the markets, or in order to correct substantially wrong or misleading information. If inside in-formation relating to DNA leaks out, DNA issues a stock exchange release on the matter as soon as pos-sible.
6 Communications channels, distribution of releases, and availability
DNA publishes all inside information by stock exchange release as soon as possible via the Helsinki Stock Exchange and main media channels, and distributes press releases to the media. Stock exchange releases and press releases are made available on the company’s website as soon as they are pub-lished.
The company’s financial statements, Board of Directors’ report, auditor’s report, and half-year report, Corporate Governance Statement and are available on the company’s website at www.dna.fi/investors for a minimum of ten years.
DNA is active in a number of social media channels, including Twitter, Facebook, LinkedIn and YouTube. Social media is never the company’s primary communication channel for publishing information under the disclosure obligation or other new information. Instead, its role is to support other channels and for-ward information published in official channels.
7 Crisis communication
DNA’s 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 com-munication, applying a human touch, responsibility, and using clear language. The objective of the com-munication is to distribute information in a coordinated, quick, clear, fair and open manner.
8 Insider instructions
DNA’s insider instructions and insider management comply with the requirements of the MAR and provi-sions 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 close period is a 30-day time period prior to the publication of a financial statements bulletin or half-year report and lasts for the duration of the date of publication. During the close period, DNA’s man-agement may not trade in the company’s securities.
9 Review and amendment of the disclosure guideline
DNA’s disclosure guideline has been approved by the Board of Directors, and it is subject to periodic re-view and amended as necessary.