Disclosure policy

In its communications, Spinnova complies with applicable EU and Finnish legislation, the rules and guidelines of the Nasdaq First North Growth Market Finland marketplace maintained by Nasdaq Helsinki and other applicable rules of Nasdaq Helsinki, the guidelines of ESMA (European Securities and Markets Authority) and the Finnish Financial Supervisory Authority.

Spinnova also voluntarily applies the Finnish Corporate Governance Code for listed companies.

This Disclosure Policy has been approved by Spinnova‘s Board of Directors.

1.  OBJECTIVES AND KEY PRINCIPLES

Spinnova’s communications objectives are to ensure that all market participants have simultaneously and without delay access to equal, sufficient and substantial information on the material factors relating to the company and its business, where these factors may have an effect on the value of Spinnova‘s financial instruments, and that the information disclosed gives correct and sufficient information on the company’s operations.

Spinnova communicates consistently both positive and negative matters. The key principles of the company’s investor communications are reliability, transparency, consistency, comprehensibility, openness, timeliness and impartiality.

All company announcements and press releases are published in Finnish and English. Financial statements are published in Finnish with an English translation.

2. DISCLOSED INFORMATION

Disclosure comprises the obligation to disclose periodic and ongoing information. The company discloses information under the disclosure obligation as soon as possible and simultaneously to all stakeholders.

The company reports its financial figures at group level two times a year by publishing a half year report and financial statements release. The reports covered by the periodic disclosure obligation include key information about Spinnova’s financial results, and business and market situation, and the development of those.

The Board of Directors’ report, financial statements and auditor’s report are published no later than three weeks prior to the Annual General Meeting deciding on their approval. The company publishes a corporate governance statement and a remuneration report in connection with publishing the Board of Directors’ report.

Inside information to be disclosed as soon as possible, unless the disclosure is delayed in accordance with the EU Market Abuse Regulation (“MAR”), may include:

• Significant acquisitions, divestments, agreements on joint ventures and financial arrangements
• Major changes in strategy
• Major investment decisions
• Significant organizational changes
• Changes in the Board of Directors, Management Team or the auditors
• Major changes in future prospects
• Significant legal actions or other proceedings by authorities and decisions ruled the proceedings

In addition to inside information, the company discloses such information through company announcements as required under the MAR and the Nasdaq First North Growth Market – Rulebook. Pursuant to the Company’s Articles of Association, shareholders must notify the company of major changes in their holdings, and the company publishes such changes in holdings without undue delay.

2.1. Company announcements and press releases

The releases Spinnova publishes are divided into company announcements and press releases. The category of the release is determined by the materiality and significance of the information.

Company announcements

Spinnova discloses inside information and other matters specified above in the section “Disclosed information” as a company announcement as soon as possible, unless the disclosure of inside information has been delayed in accordance with the MAR. In addition, information disclosed according to the periodic disclosure obligation is published by the company through a company announcement. Dates for disclosing information concerning the periodic disclosure obligation are specified in the fnancial calendar published on Spinnova’s investor pages.

Company announcements are submitted to Nasdaq Helsinki and main media and published on Spinnova’s Investor pages.

Press releases

Press releases targeted to general and industry media provide information about the company’s regular business news that do not fulfill the criteria for a company announcement but are assessed to be newsworthy or otherwise of interest among stakeholders of the company.

3. DISCLOSURE OBLIGATION OF INSIDE INFORMATION AND DELAY OF DISCLOSURE

Spinnova publicly discloses the inside information as soon as possible, unless the disclosure is delayed in accordance with the MAR, whereupon the conditions of delay of disclosure under the MAR need to be met. In accordance with provisions of the MAR, the company may delay disclosure of inside information provided that all of the following conditions are simultaneously met:

• disclosure of information is likely to prejudice the legitimate interests of the Company,
• delay of disclosure is not likely to mislead the public, and
• the Company is able to ensure the confidentiality of such inside information.

The Chair of the Board of Directors or two members of the Board together or a person authorized by either of these decide on the delay of disclosure of information based on an assessment of the fulfilment of the conditions therefor. Exceptionally, the CEO may decide on the delay of disclosure alone, provided that it is justified by the urgency of the matter.

In connection with the decision to delay the disclosure of information, the preconditions for the delay are documented, an insider register concerning the matter is established and a formal decision on delaying the disclosure is made. Spinnova discloses the delayed information to the public as soon as possible after the conditions for the delay are no longer met. The Finnish Financial Supervisory Authority will be notified about the delay in connection with the disclosure of the inside information.

4. INSIDER MANAGEMENT

The company’s insider instructions and insider management comply with the requirements of the MAR and provisions issued thereunder. In addition, Spinnova complies with the company’s own Insider Policy, approved by the Board of Directors.

A person with managerial responsibilities within the Company or who has been defined to be subject to the trading restriction may not, directly or indirectly, execute transactions on their account or for the account of a third party during a closed window. The closed window period begins 30 days before the publication of the financial statements report or a half year report and ends the following day from once these have been published. The Company does not repurchase its own shares during this period.

Spinnova has internal procedures in place for employees to report suspected fraud or other violations, including any breaches of financial markets regulation in the Company. The employees may submit their reports through the company’s Whistleblowing Channel.

5. FUTURE PROSPECTS AND PROFIT WARNINGS

Spinnova issues a profit warning as soon as possible if the company estimates that its results or financial position or estimates concerning future prospects deviate unexpectedly and significantly, either positively or negatively, from an estimate that can reasonably be made based on previously disclosed information and if the deviation is likely to have a material effect on the company’s financial instruments. A decision to issue a profit warning is based on information previously given by the company and on prevailing market conditions.

The decision to issue a profit warning is made by the Chair of the Board of Directors or two members of the Board or a person authorized by either of these. The process is completed without any delays.

6. COMMUNICATION CHANNELS

The primary channel for investor communications is Spinnova’s website. On the website, the company aims to provide reliable and timely information to ensure that Spinnova’s stakeholders have sufficient information to make a valuation of the company and its securities. Spinnova also uses social media channels in its communications. However, the company’s website or social media is not the primary communication channel for information under the disclosure obligation.

Spinnova’s company announcements are distributed simultaneously to Nasdaq Helsinki, the main media and the company’s investor pages. Spinnova’s company announcements and press releases are made available on the company’s investor pages for at least five years after their release. Financial reports, corporate governance statements and remuneration reports are maintained for at least ten years after their release.

7. INVESTOR, ANALYST AND MEDIA RELATIONS

Spinnova meets with capital market and media representatives and responds to queries submitted by shareholders, investors, analysts and the media without undue delay. The company’s CEO, the Chair of the Board of Directors and CFO primarily carry out communications with investors and analysts, assisted by the Head of Investor Relations. Head of Investor Relations and Head of Commercial Communications are primarily in charge of media relations.

The objective of the meetings is to provide information on the company and its operating environment. Discussions with the media and capital markets representatives are based on information previously published by the company or on information generally available to the public. New undisclosed or supplementary information that may have an effect on the value of Spinnova share and/or releted financial instruments and that may constitute inside information together with the previously published information will not be published during these events.

Spinnova may publish a list of equity analysts covering the company and their estimates on the company’s website. Any opinions, estimates or forecasts regarding the company’s performance made by analysts are theirs alone and do not represent opinions, forecasts or predictions 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. The company does not comment or take any responsibility for estimates or forecasts made by capital market representatives. The company does not comment on the company valuation or price formation of the company’s financial instruments, give preference to any particular analyst or distribute analyst reports to the investment community.

8. RESPONSIBILITIES AND SPOKESPERSONS

The Board of Directors reviews and approves financial statements, half year reports and the report of the Board of Directors. The Board of Directors is primarily represented by the Chair.

Reports and releases published according to the periodic disclosure obligation are also approved by the Board of Directors. In addition, the Board of Directors approves significant company announcements. Disclosure of inside information and other company announcements are approved by the Chair of the Board of Directors or two members of the Board or a person authorized by either of these.

According to law, the company is represented by the Board of Directors in all matters and by the CEO in all matters within the competence of the CEO. The CEO, CFO or other person authorized by the CEO are entitled to issue statements on behalf of Spinnova. The CFO represents the company in matters related to the company’s financial performance. The Chair of the Board of Directors will issue statements concerning the company’s ownership structure, any strategic matters that have a significant impact on the company and on matters pertaining to the CEO on behalf of the company.

Head of Investor Relations and Head of Commercial Communications oversee media relations. Communication with the media is primarily the responsibility of the CEO, the Chair of the Board of Directors and the CFO.

In crisis situations, the CEO is responsible for communications. Crisis communications are carried out by designated persons, with the goal of distributing information in a reliable, fast, clear, proactive and open manner.

9. RUMOURS AND LEAKAGES

Spinnova does not comment on market rumours, its share price development, customers or competitors, or business issues under preparation unless it is necessary to correct relevant or incorrect information. The company may consider publishing a company announcement to correct clearly incorrect or misleading information that is likely to have a significant impact on the price of Spinnova’s financial instruments.

In the event that confidential and material information has leaked to the public or the confidentiality of inside information cannot be guaranteed, the company will disclose the matter as a company announcement as soon as possible.

10. SILENT PERIOD

Spinnova adheres to a 30-day silent period before the publication of a half year report or financial statements release. During the silent period, the company will not give comments to the media or other parties on the company’s financial position, markets or future outlook or meet with capital markets representatives.

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

11. INTERPRETATION, DEVIATIONS AND UPDATES

The CEO, or a person named by the CEO, is responsible for the monitoring and interpretation of this disclosure policy. The CEO is entitled to decide on deviations from the policy in specific cases where there is good cause to do so within applicable laws and regulations.

The company’s Board of Directors decides on possible changes to the Disclosure Policy. The CFO or Head of Investor Relations may make minor or technical alterations to this policy if approved by the CEO.