Purpose and principles for communication
NYAB Plc (hereinafter referred to as “NYAB” or the “Company”) complies with the EU Market Abuse Regulation (MAR), the Securities Markets Act, the disclosure obligation imposed on companies listed on the First North marketplace, which is regulated in the Nasdaq First North Growth Market Rulebook, and the Company’s internal governance and operating guidelines.
The purpose of NYAB’s communications is to ensure that all market participants have, without delay and at the same time, sufficient, reliable, relevant, and consistent information about the Company and its operations, strategy, objectives, financial performance, and all other matters affecting the value of the securities issued by the Company.
NYAB is committed to the following guiding principles in its communication:
- Information shall be fair, consistent, regular, and transparent
- The information disclosed is accurate, reliable, and relevant
- Relevant information shall be made public without undue delay and shall be readily available to investors, market participants and the Company’s stakeholders
The Board of Directors of the Company approves and confirms the disclosure policy to be followed by the Company.
Channels of information – External communication
The publication of Company Announcements, Investor News, and press releases takes place through the STT Info information system and the Company’s website www.nyabgroup.com. The company publishes all its Company Announcements and Investor News in Finnish and in English. Press releases may be published in Finnish, English and Swedish depending on the release and its target market.
The information shall be provided simultaneously to the Certified Adviser and the Stock Exchange and shall be made available on the Company’s website without delay. The information shall be kept readily available on the Company’s website for a period of five years from the date of the initial publication.
Articles of association of the Company, information on Board of Directors, Executive Management Team, auditors, and Certified Adviser, as well as investor calendar regarding the financial year, are always kept available at the company website.
Substantial changes to the information disclosed shall be made public without undue delay and in the same way as the original information.
Representation of the company in the media and discussions with the capital markets
Only the following named persons may make public statements related to the Company on behalf of the Company:
- The CEO and the Chairman of the Board of Directors of the Company may make statements in all matters regarding the Company. However, the CEO does not comment on matters regarding the Board of Directors. Instead, the Board is represented by the Chairman of the Board.
- Only the CEO, the CFO and the Chairman of the Board of Directors can comment on the company’s strategy, results, financial targets, and their development.
The CEO is responsible for the Company’s media relations in cooperation with the Chief Communications Officer. The CEO is responsible for the company’s investor relations together with the Director of Investor Relations.
Other Executive Management Team members are responsible for the statements related to their own business and responsibility areas, though respecting the rules and regulations of the stock listed company; and are not allowed to share company strategy, results, financial targets, and their development, but only to refer to information that is publicly available.
The Company aims to ensure that its representative is available as soon as possible to respond to queries from analysts, the media, and others.
Discussions with analysts, the media, and others are based on market data previously published by NYAB, or otherwise publicly available. Individual statements must not provide information that is different from the information previously published by NYAB or additional information that may form new relevant information with the previously published information.
Regular and continuous reporting obligations
In accordance with the rules of the First North marketplace, the Company shall regularly and continuously inform investors of any information regarding the Company and the Company’s financial situation that is likely to materially affect the value of the Company’s securities.
The company’s official reporting languages are Finnish and English, and all materials are published in Finnish and English.
Regular reporting obligation
The Company shall publish the financial statement release without undue delay after the approval of the financial statements by the Board of Directors, but no later than three (3) months after the end of the financial year. The financial statements information is published both internally and externally only when a financial statement release containing the same information has been published as a Company Announcement. The half-yearly financial report shall be published without undue delay after its approval by the Board of Directors, but no later than two months after the end of the review period.
The Company shall publish the annual report and the annual accounts at least three weeks before the Annual General Meeting. The annual report contains information about the key events, shareholders, share capital and financial figures of the reporting year, as well as the CEO’s review and the Board of Directors’ report.
The information that shall be included in the financial statement release and the half-yearly report, are included in the Nasdaq First North Rulebook.
Beside the financial information that is published in accordance with the regular reporting obligation, the Company shall publish business reviews for the first and third quarter, where essential information regarding the financial performance of the group is presented. Key figures of the group, as well as a summarised income statement and balance sheet, shall be presented in the business review.
Continuous reporting obligation
Continuous reporting obligation means the obligation to publish all decisions, as well as conditions and information regarding the Company, that can be presumed to have a significant effect on the value of securities of the Company, without delay.
Disclosure and delay of disclosure of inside information
Insider information regarding the Company shall be made public as soon as possible. Insider information shall be made public in such a way that the public has quick and equitable access to it and that it can be assessed thoroughly, appropriately and in a timely manner. The release must show that the information in question is inside information.
A significant change that has already been made public shall be made public as soon as possible.
According to the MAR, inside information is information of a precise and undisclosed nature which is directly or indirectly related to one or more issuers or to one or more financial instruments and which, if it were disclosed, would be likely to have a significant effect on the prices of those financial instruments or on the prices of related financial derivative instruments.
Disclosure of inside information may be delayed if the following conditions are met:
- The immediate disclosure of the information is likely to prejudice the legitimate interests of NYAB.
- Delayed disclosure is not likely to mislead the public; and
- NYAB is able to guarantee the confidentiality of this information.
If the conditions for a decision to delay are met, the CEO makes a decision to delay the disclosure of inside information. An insider project can also be initiated by a decision of the Company’s Board of Directors. In the same context, an insider list of this information will be established. The decision to postpone must be justified and kept for five (5) years.
After the decision to delay, the Company must ensure that all the conditions for the suspension are met until the inside information has been made public or the project in question has lapsed.
If the confidentiality of the information subject to the delaying procedure can no longer be guaranteed, NYAB shall disclose such inside information to the public as soon as possible.
More information on the definition and disclosure of inside information is included in NYAB’s insider guidelines that have been approved by the Board of Directors.
Other continuous reporting obligation
The company shall disclose the information below, regardless of whether it contains inside information.
- Transactions other than those in the ordinary course of business between the Company and its related parties, unless the transaction is manifestly insignificant
- Invitations to General Meetings and resolutions of General Meetings
- Changes in the composition of the Board of Directors, the Management Team, and the auditors
- Change of Certified Adviser
- Significant appointments and changes in the organisation
- Amendments to the Articles of Association and changes to the share capital
- Provision of new shares and deployment of share-based incentive schemes
- Non-conforming audit report with observations or additional information
- Other important matters that affect business operations and other matters in accordance with the rules of the First North marketplace
Management’s transactions are disclosed through the Stock Exchange in the manner specified in the Company’s Insider Guidelines.
The regular financial reports, including both regulatory financial statement releases and half-yearly reports, as well as business reviews that are published from the first and third quarter, are preceded by a so-called silent period, during which the Company does not provide any comments related to the Company’s financial standing, market, or future prospects. During the silent period, the Company’s senior management representatives will not meet with investors, analysts, or other market participants, nor will they give interviews regarding the Company’s financial standing or general opinions.
The silent period shall begin 30 days before the date of publication of the next financial report. The dates of the silent period can be found on the Company’s website in the investor calendar.
During the silent period, trading in the Company’s securities is prohibited for insiders.
If an event during a silent period requires immediate disclosure, the Company shall promptly disclose the information in accordance with the disclosure requirements and may comment on the event in question.
When the Company has published a forecast of profit or turnover and finds that circumstances have changed to such an extent that the profit or turnover is believed to be materially different from the forecast, the Company shall promptly disclose such information, i.e. a profit warning, in the form of a Company Announcement.
In case it is probable that the profit warning has a significant effect on the value of the Company’s shares, the Company shall contact Stock Exchange and Certified Adviser as soon as possible before publishing the information.
Rumours and information leaks
The Company shall not comment on any rumours in the market, the development of the share price, the actions of competitors or customers, or the estimates of analysts, unless it is necessary to correct clearly erroneous information about the Company’s activities that may have an impact on the value of the Company’s share. The Company does not comment on any unfinished business.
If inside information regarding the Company leaks outside the Company, the Company shall publish a company release on the matter without delay after the Company becomes aware of the matter.
The Company has a separate crisis communication plan for crisis situations, with which the Company aims to ensure the smooth communication in possible crisis situations. Depending on the extent and nature of the crisis, the Chairman of the Board of Directors appoints a crisis management team to manage the situation and communication.
Matters, which do not require publishing in accordance with the continuous reporting obligation of the Company, but which the Company considers to be of interest to investors when evaluating the Company as an investment, shall be published as Investor News. Information published as Investor News may include, for example, mergers and acquisitions that are minor in relation to the size of the Company, matters regarding strategy and financing, as well as notifications regarding schedules of IR communications.
Press releases provide information about matters that do not meet the criteria of a Company Announcement, but which the Company considers to be of interest to stakeholders. The Company uses press releases to publish information about significant events related to its business, such as:
- new contracts, such as perennial agreements and other major deals representing Company’s core business areas
- new concepts and service models strengthening the image of a builder of clean future
- other events that help company to stand-out from its competitors and build a unique brand image