Ovaro Kiinteistösijoitus Oyj Disclosure Policy
This disclosure policy describes the principles and procedures of Ovaro Kiinteistösijoitus Oyj (hereinafter the “Company” or “Ovaro”), according to which Ovaro communicates with the various parties to the capital markets.
Ovaro strives to ensure that all market parties have simultaneously and without delay access to substantial and sufficient information to determine the value of Ovaro’s securities.
The disclosure policy is periodically reviewed and amended as necessary.
- Compliance with laws and instructions
As a listed company, Ovaro complies with EU regulations, Finnish laws, Nasdaq Helsinki Ltd (“Nasdaq”) rules and insider guidelines, and the relevant regulations of the Financial Supervisory Authority and other authorities.
- Responsibilities of the communication
The Board of Directors is responsible for the content of the annual reports, financial statements and interim reports and their compliance with the regulations. The CEO is responsible for their preparation.
The Company’s Board of Directors is ultimately responsible for the fulfillment of the continuous disclosure obligation. The CEO is responsible for preparing matters so that the matters relating to disclosure requirements are taken into account, as well as for preparing and distributing information. The deputy of the CEO in these matters is the general counsel.
Managing Director is responsible for contacting the Financial Supervisory Authority and Nasdaq. The deputy of the CEO towards Nasdaq and its market surveillance is the general counsel, who is also responsible for risk management and compliance.
The Chief Executive Officer is responsible for updating the websites and providing information to the Stock Exchange. The deputy of the CEO in these matters is the general counsel. The media relations are managed by the CEO.
An exception to the above mentioned procedure is the transitional period until the end of 2018, during which the Chairman of the Board is responsible for preparing the continuous disclosure requirements, taking into account matters relating to the disclosure obligation and preparing and distributing the information. The deputy of the Chairman of the Board in these matters is the CEO. During the transition period, the Chairman of the Board is also responsible for media relations. The purpose of the arrangement is to ensure that the Company remains operational during the transition period.
- Financial statements and interim reports
The Company publishes three interim reports each year and a financial statement bulletin according to a predetermined schedule. The Company’s financial statements are published annually on the Company’s website no later than three weeks before the Annual General Meeting. The release dates for the current financial year will be published before the end of the previous financial year.
- Continuous disclosure and releases
In accordance with the Market Abuse Regulation (hereinafter referred to as the “MAR”), the Company will disclose, as soon as possible, the inside information concerning the Company or postpone disclosure in accordance with the Regulation.
The Company’s principle is that such information disclosed through a stock exchange release may at least include, for example, acquisitions with a result effect of more than 10% of the group’s result for the financial year or impact on net sales or balance sheet exceeds 10% of the group’s corresponding figures as well as major joint ventures, investments, financial arrangements, business restructuring and authority decisions. Appointments of the members of the Board of Directors, the Company’s management team or the change of the Company’s auditor will be announced in a stock exchange release.
The CEO is responsible for the preparation and distribution of stock exchange releases. The deputy f the CEO is the general counsel. Depending on the matter, the stock exchange releases provide additional information and are commented on by the CEO and Chairman of the Board.
According to the MAR, the Company may delay disclosure to the public of inside information provided that all of the following conditions are met:
(i) Immediate disclosure is likely to prejudice the legitimate interests of the issuer or emission allowance market participant.
(ii) Delay of disclosure is not likely to mislead the public.
(iii) The Company is able to ensure the confidentiality of that information.
The CEO is responsible for evaluating and publishing inside information and for assessing and monitoring the conditions and the duration of the postponement of the disclosure. The deputy of the CEO is the general counsel. The decision to postpone disclosure of inside information and the conditions for postponement are documented and maintained permanently.
Distribution of the stock exchange releases is organized so that information reaches all stakeholders at the same time. The stock exchange releases and press releases published by the Company can be found on the Company’s website without delay when the information is disclosed. The Company also publishes the materials presented in the events related to the publishing of financial statements and investor and analyst events on its website. The Company’s website contains archives of the Company’s previously published financial reports, stock exchange releases and press releases. Stock exchange releases are also available at the Nasdaq-maintained stock exchange release archive. The Company’s official reporting language is Finnish. All official material will be published in Finnish and English, however, as from 1 January 2019 the Company will publish all material in Finnish only.
- Future outlooks and profit warnings
The Company provides outlook on the operational result (EPRA). The outlook is changed immediately when it is possible to estimate its change with sufficient probability and precision. The development of the operational result is monitored and forecasted monthly by both the CEO, the Management Team and the Board of Directors.
The Company gives a positive or negative profit warning in a situation where it is able to sufficiently likely estimate the operative result to change from the previously issued outlook. A significant change is considered to be a +/- 15% change in a situation where the probability of a change is estimated to be at least ¾. The aim is to carefully evaluate the fulfillment of these criteria.
The Company uses terms ‘remain unchanged’, ‘improves / weakens’ or ‘improves significantly / significantly decreases’ rather than giving exact numbers or readers in its outlooks and profit warnings. The reason for this is the Company’s restructuring and turn around situation, where giving an accurate value assurance at an exact time is more challenging than in a stable situation.
In order to ensure the information to be provided without delay, the Chairman of the Board decides on the issue of the profit warning by the CEO’s proposal.
Outlook changes / profit warnings are communicated by stock exchange release by the CEO. The deputy of the CEO is the general counsel.
- Changes in shareholdings
In accordance with the Securities Markets Act (Chapter 9, Section 5), a shareholder must declare her/his ownership and voting rights to the target company and to the Financial Supervisory Authority when the ownership or voting rights reaches, exceeds or decreases below 5, 10, 15, 20, 25, 30, 50 or 90 per cent or two thirds of the target company’s voting rights or the total number of shares. When the Company has been informed of a change in the shareholder’s shareholding, the Company discloses the information without delay by a stock exchange release.
- Inside information management and silent period
The Company applies the requirements of the MAR and the Nasdaq Insider Guidelines to the management of the inside information and insiders.
The members of the Board of Directors and the Management Team and the auditor may not trade in the Company’s securities within 30 days prior to the publication of the financial statements and interim reports (silent period). The same 30-day time is also the so-called silent period during which the Company does not comment on its own or market developments publicly.
Management personnel are required to schedule the sale of the Company’s securities at a time when comprehensive information on the matters and figures affecting the value of such securities is available on the market. The Company will create an insider list for projects that include inside information. Insiders are given written notice of insider dealing and instructions on the insider’s duties.
The Company’s insider manager is the general counsel. Responsible for the Company’s insider registers is the leasing director and the deputy is the CEO.
- Management transactions
The Company will disclose the transactions of the management personnel and related persons when the total number of transactions during the year reaches the threshold of EUR 5,000 (without net settlement) in accordance with MAR. Management personnel are exclusively members of the Board of Directors and the Management Team. Notifications of transactions of management personnel and their affiliated persons shall be published no later than three working days after the transaction has been completed.
- Communication in exceptional circumstances
In the Company crisis management is part of the Company’s risk management function. In practice, management is responsible for crisis management, including communication.
The Company does not comment on market rumors, stock market developments, customer actions, or analysts’ forecasts. However, the Company may consider publishing a stock exchange release to correct rumors or materially incorrect information if these have a material impact on the value of the Company’s share. Nor is the Company commenting on the matters under preparation. However, if the matter is inside information, the Company shall disclose it or decide to postpone its disclosure in accordance with the rules on inside information as described above. However, if the information that is materially affecting the value of the Company’s securities has leaked to the public premature, the Company will issue a stock exchange release.
If a so-called exceptional communications situation is created concerning the Company, its share or anyone in its management, responsible for all communications will be the CEO. If he or she is blocked or a party, the Chairman of the Board is responsible for the communication.
The Chairman of the Board is responsible for overseeing and interpreting the Company’s disclosure policy. If necessary, the Chairman or the person appointed by her/him provides further guidance on the practical implementation of the disclosure policy. The Chairman of the Board of Directors is entitled, in individual cases, to deviate from the disclosure policy for weighty reasons and subject to the laws and regulations.