Disclosure policy

ENERSENSE INTERNATIONAL PLC DISCLOSURE POLICY

1 Introduction

This disclosure policy sets out the operating principles and procedures applied by Enersense International Plc in relation to the communication with capital market representatives and the media. The principles set out in the disclosure policy apply to Enersense International Plc and its group companies (hereinafter referred to as ”Enersense”).

Enersense complies with Finnish laws, the regulation on market abuse (EU) No 596/2014 (Market Abuse Regulation, “MAR”), the guidelines issued by the Finnish Financial Supervisory Authority and the European Securities and Markets Authority (ESMA) as well as Nasdaq Helsinki Oy’s stock exchange rulebook. In addition, Enersense complies with the Finnish Corporate Governance Code and its internal instructions.

2 Disclosure principles

Enersense’s aim is to ensure that essential and sufficient information shall be available equally, simultaneously and timely to all representatives of the capital market in order for the representatives to determine the fair value of Enersense’s financial instruments. Thus, the purpose of disclosure is to provide sufficient and essential information on the operations, strategy, aims and financial standing of Enersense.

The main principles of Enersense’s communication are transparency, consistency, impartiality, timeliness, truthfulness and clarity. Enersense communicates both positive and negative information concerning Enersense consistently and simultaneously to all stakeholders.

3 Periodic disclosure obligation and regular reporting

Enersense publishes regularly information regarding its financial standing and performance and their development according to a predetermined schedule. The next financial year’s publication dates are informed in advance before the end of the previous financial year.
Enersense publishes regularly the following information:

  • financial statement release;
  • financial statement, annual report and auditor’s report;
  • half-year financial report; ja
  • business reviews from the first three months and nine months of the financial year.

4 Silent period

The publication of periodic financial reports is preceded by a silent period which commences 30 days before the publication date of the financial report. During this period, Enersense’s representatives shall not meet with shareholders, investors, analysts or other market representatives. During the silent period, Enersense shall not comment on the company’s business prospects, financial results or estimates in any way. In case any incident that arises during the silent period is subject to disclosure, Enersense shall disclose the information without delay and can comment on that particular matter.

5 Disclosure of insider information and delay of disclosure

MAR requires that insider information concerning Enersense is disclosed as soon as possible. The disclosure obligation therefore concern also decisions which are being prepared. Enersense publishes the insider information through a stock exchange release.
The disclosure of insider information can be delayed in case the following preconditions are fulfilled:

  • immediate disclosure is likely to prejudice the legitimate interests of Enersense;
  • delay of disclosure is not likely to mislead the public; and
  • Enersense is able to ensure the confidentiality of that information.

However, the disclosure of insider information cannot be delayed in case:

  • the information is materially different from the information previously disclosed by Enersense on the matter;
  • the information relates to the fact that Enersense’s financial objectives are not likely to be met, where such objectives were previously publicly announced; or
  • the information is contradictory to the market’s expectations, where such expectations are based on indications that Enersense has previously provided to the market.

The decision on the disclosure of insider information and the delay of the disclosure is made by the CEO. In connection with the decision to delay the disclosure, the preconditions for the delay are documented, and an insider list concerning the matter is established. Enersense informs the Financial Supervisory Authority of the delay when the insider information is disclosed.

The preconditions for the delay of disclosure are continuously monitored and assessed during the project constituting insider information.

Insider information and the preconditions for the delay of its disclosure are specified in further detail in Enersense’s insider guidelines.

6 Outlooks and guidance; profit warnings

Enersense gives an outlook on its prospects in its annual report. Enersense may also give such outlooks, at its discretion, in the half-year financial report and the business reviews. The indications presented are based on the management’s reasoned assessments on the company’s future development at the time of publication. The outlook on the company’s prospects concerns the remaining financial year, unless specified otherwise.

Enersense may, at its discretion, give a guidance on its financial results in connection with the outlook on prospects. The guidance shall be in line with the standards of the financial statement. The underlining presumptions on which the guidance is based shall be presented in connection with the guidance.

In case of a change in Enersense’s financial standing or results which deviates significantly from the previous publications by Enersense, Enersense publishes a profit warning as soon as possible. The change is evaluated according to what Enersense has previously publicly estimated or what can reasonably be assumed from the company’s previous publications. Enersense discloses the profit warning through a stock exchange release.

The Board of Directors decides on the issuance of outlooks, guidance and profit warnings.

7 Release types

Enersense’s releases are divided into two subcategories: stock exchange releases and press releases.

7.1 Stock exchange releases

Enersense discloses insider information through a stock exchange release as soon as possible. The stock exchange release is also used for the disclosure of periodic and other regulated information and the transactions of persons discharging managerial responsibilities and persons closely associated with them.

7.2 Press releases

Press releases are used to publish events and information concerning the operations of Enersense, which do not fulfill the criteria for stock exchange releases but which are estimated to be newsworthy or to be of interest to the capital market or the media.

8 Disclosure channels and availability of releases; reporting language

The main source for up to date information is the Enersense website www.enersense.com. Releases and financial reports are available on the company’s website after their publication. Enersense publishes also the material used in its meetings with investors and analysts as timely as possible.

Enersense utilizes social media in its communication. Social media is not a primary channel for finance and investor communication but supports the other communication channels.

Financial reports and stock exchange releases published by Enersense are available on the Enersense website for at least ten (10) years from their initial publication. All other regulated information is available on the company’s website for at least five (5) years.

Enersense’s official reporting language is Finnish. All official material is published in Finnish and in English.

9 Communication with investors and analysts

Enersense aims to actively communicate with the capital markets and the media. Except for the silent period, Enersense responds without undue delay to inquiries of shareholders, investors, analysts and media.

Enersense meets the representatives of capital markets and media regularly in events which aim to provide useful information about the company and its operational environment. Information given in these meetings or responses are based on the information previously published by the company or information which is publicly available. Such supplementary information, which together with the previously published information could be deemed insider information, shall not be disclosed in the events.

Enersense can publish on its website information on analysts following the company and assessments of the company carried out by such analysts. Enersense shall not comment on the analyses or estimates given by representatives of the capital market, nor is Enersense responsible for such analyses and estimates. In no situation shall Enersense comment on the company’s valuation or the price development of its financial instruments, favor any analyst or deliver analysts’ reports to investors.

Only previously published material can be delivered to analysts and investors. The company may upon request examine the analysis or report made by an analyst, but only to verify the correctness of the published information.

10 Crisis communications

The communication principles and responsibilities in exceptional circumstances or crisis situations are defined in the company’s guidelines on crisis communications. Enersense’s crisis communications is managed by the director responsible for communications.

11 Handling of leaks and rumours

Enersense shall not comment on market rumours unless it is necessary to correct significant and clearly erroneous information. In case the rumour has or will likely have a significant effect on the prices of Enersense’s financial instruments, the company may publish a stock exchange release to provide the capital market with the correct information or to correct information which is substantially incorrect or misleading.

In case insider information relating to Enersense is leaked to a third party without a confidentiality obligation or the confidentiality of the insider information cannot otherwise be guaranteed, Enersense shall publish a stock exchange release about the matter as soon as possible.

12 Responsible persons and spokespersons

The CEO is primarily responsible for investor communications and the relationships towards the representatives of capital market. The CEO is assisted by the CFO and the director responsible for communications. The director responsible for communications is primarily responsible for communication with the media.

Other representatives than the ones mentioned above shall not give statements on behalf of Enersense – inquiries concerning Enersense and its business shall be redirected to the CEO. On a case by case basis, Enersense may name other representatives to provide statements about matters within their area of responsibility.

Reports subject to periodic disclosure and the related stock exchange releases are approved by the Board of Directors. In addition, the Board of Directors approves significant stock exchange releases. All other releases are approved by the CEO or the CFO substituting for the CEO.

13 Interpretations and deviations

This disclosure policy has been approved by the Board of Directors of Enersense International Plc and enters into force once the company has submitted the application for listing to Nasdaq Helsinki Oy’s stock exchange list.

The CEO of Enersense is responsible for the monitoring and interpretation of the disclosure policy. In case of questions relating to the disclosure policy, further information is given by the CEO, the CFO and the director responsible for communications.

In specific cases and upon weighty grounds, the CEO may deviate from the disclosure policy within the limits of the applicable laws and regulations.
Changes to the disclosure policy are decided and approved by the Board of Directors.