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 various capital market stakeholders.  The principles set out in the disclosure policy apply to Enersense International Plc and its group companies (hereinafter jointly referred to as “Enersense”).

In its disclosure policy, Enersense complies with the laws of Finland, Regulation (EU) No 596/2014 of the European Parliament and of the Council on market abuse (Market Abuse Regulation, “MAR”), the guidelines issued by the Finnish Financial Supervisory Authority and the European Securities and Markets Authority (ESMA), and the rules of Nasdaq Helsinki Ltd. In addition, Enersense also complies with the Finnish Corporate Governance Code and the company’s internal guidelines.

2 General disclosure principles

Enersense seeks to ensure that all parties operating in the capital markets have equal, simultaneous and undelayed access to relevant and sufficient information for determining the value of Enersense’s financial instruments. The purpose of disclosures is therefore to provide accurate, sufficient and relevant information about Enersense’s business operations, strategy, targets and financial situation in a timely manner.

Enersense’s key communication principles are transparency, consistency, equality, timeliness, accuracy and comprehensibility. Enersense communicates about positive and negative aspects consistently and simultaneously to all stakeholders. Releases are processed according to the company’s internal guidelines.

3 Periodic disclosure obligation and regular reporting

Enersense discloses information regarding its financial standing and performance and their development on a regular basis according to a pre-announced timetable. The publication dates of the next financial year are notified prior to the end of the previous financial year.

Enersense publishes the following information on a regular basis:

  • financial statement bulletin;
  • financial statements, report of the Board of Directors and auditor’s report;
  • half-year report;
  • business reviews for the first three and nine months of the financial year; and
  • corporate governance statement and remuneration report as reports separate from the report of the Board of Directors.

4 Silent period

The publication of periodic financial reports is always preceded by a silent period that starts 30 days before the date of publication of the next financial report. During this period, Enersense’s representatives shall not meet shareholders, investors, analysts or other market participants, or give interviews related to the company’s financial standing. During the silent period, Enersense shall not comment on the company’s business prospects, financial result or estimates in any way. If an event that requires immediate disclosure takes place during the silent period (inside information, other information subject to disclosure under the stock exchange rules), Enersense shall disclose the information without delay and may comment on the event concerned.

5 Disclosure of insider information and delay of disclosure

The MAR requires that inside information concerning Enersense be disclosed as soon as possible. As a rule, the disclosure obligation thus also pertains to decisions that are currently under preparation. Enersense publishes inside information as a stock exchange release.

As regards customer orders and contracts, Enersense publishes as inside information major customer orders and contracts whose expected value is in excess of ten per cent (10%) of Enersense’s revenue for the preceding financial year or which are otherwise considered material or strategically significant. The assessment of the materiality of customer orders and contracts may be proportioned to the pro forma revenue that is published for the preceding financial year and prepared due to, for example, a corporate acquisition, where this is deemed appropriate at the time of assessment considering the size of the business operations.

The disclosure of inside information may be delayed provided that all of the following conditions are met:

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

However, the disclosure of inside information may not be delayed if:

  • the information is materially different from the information previously disclosed by Enersense;
  • 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 inside information and the delay of its disclosure shall be made by the CEO. In connection with the decision to delay the disclosure, the preconditions for the delay shall be documented, and a project-specific insider list concerning the matter shall be established. Enersense informs the Financial Supervisory Authority of the delay when the inside information is disclosed.

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

Inside 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 presents an outlook on its prospects in its financial statement bulletin and report of the Board of Directors, which shall be further specified in business reviews or in the half-year report where necessary. The views 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 otherwise indicated.

Enersense may, at its discretion, give guidance on its financial results in connection with the outlook on prospects. The principles applied for preparing the guidance shall be consistent with those used in preparing the company’s financial statements. The underlining presumptions on which the guidance is based shall be presented in connection with the guidance. The outlook and guidance shall be approved by the Board of Directors.

In the event of a change in Enersense’s financial prospects that significantly deviates from the company’s previously published estimate, Enersense publishes a profit warning as soon as possible. The assessment of the change is based on what Enersense has previously publicly estimated or what can reasonably be assumed from the company’s previous disclosures. Enersense publishes the profit warning as a stock exchange release.

The decision to issue a profit warning is primarily taken by the Board of Directors. If the Board of Directors constituting a quorum cannot be summoned at sufficiently short notice, the decision on the issuance of a profit warning shall be taken by the Chairman of the Board or the CEO, who shall make best effort to discuss with as many Board members as possible before publishing the release.

7 Stock exchange releases

Enersense discloses inside information as a stock exchange release as soon as possible. A stock exchange release is also used for disclosing periodic and other regulated information and the transactions of persons with managerial responsibilities and persons closely associated with them.

8 Investor news

Enersense publishes as investor news significant events related to the company’s business, such as customer orders and acquisitions, other strategically significant events or changes in the company’s operations that do not meet the regulatory criteria set for stock exchange releases or those set in this policy but are deemed to be of general interest to investors.

9 Disclosure channels and availability of releases; reporting language

The main source of up-to-date investor information is the Enersense website www.enersense.com. Stock exchange releases are published to Nasdaq Helsinki, the Financial Supervisory Authority (Officially Appointed Mechanism) and principal media as soon as possible. Releases and financial reports are available on the company’s website, where they are made available upon disclosure or other publication. Enersense also publishes on its website the material it uses at investor and analyst meetings in the timeliest manner possible.

The financial reports published by Enersense as well as the reports published under the Corporate Governance Code are available on the Enersense website for at least ten (10) years after their initial publication.  Stock exchange releases are kept 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 English.

10 Communication with investors and analysts

Enersense seeks to engage in active dialogue with the capital markets. Except for the silent period, Enersense responds without undue delay to the inquiries received from shareholders, investors, analysts and media.

Enersense meets the representatives of capital markets on a regular basis in events that aim to provide useful information about the company and its operational environment. The information provided in such meetings and responses is based on the information that has already been published by the company or is publicly available. No such supplementary information that, together with the previously disclosed information, could constitute new relevant information that could be deemed inside information, is disclosed in these events.

Enersense may publish on its website information on analysts following the company and assessments of the company given by such analysts. Enersense does not comment on the analyses or estimates given by capital market representatives, 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, favour any specific analyst, or deliver analysts’ reports to investors.

Only previously published material shall 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.

11 Other releases

In addition to stock exchange releases and investor news, Enersense also publishes releases that do not meet the criteria set for a stock exchange release or the definition of investor news but are otherwise newsworthy or of general interest to stakeholders. These publications are classified either as press releases or online news. Enersense uses social media channels to support financial and investor communications where appropriate.

12 Crisis communications

The communication principles and responsibilities in exceptional circumstances or crisis situations are defined in the company’s crisis communications guidelines. Enersense’s crisis communications are managed by the SVP of Communications.

13 Handling of leaks and rumours

Enersense does not comment on market rumours unless this is necessary to correct significant and clearly erroneous information. In case the rumour has or is likely to have a significant effect on the value 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 that is substantially incorrect or misleading.

In case inside information relating to Enersense is leaked to a third party who is not bound by a non-disclosure obligation, or the confidentiality of the inside information cannot otherwise be guaranteed, Enersense shall publish a stock exchange release about the matter as soon as possible.

14 Responsible persons and spokepersons

Enersense’s investor communications and relations with capital market representatives are primarily the responsibility of the CEO, who is assisted by the CFO, the SVP of Communications, and the investor relations manager.

Representatives of Enersense other than the those mentioned above shall not, as a rule, give statements on behalf of Enersense, but instead shall direct any inquiries concerning Enersense and its business to the SVP of Communications. On a case-by-case basis, Enersense may also designate other representatives to provide statements about matters within their area of responsibility.

Reports subject to periodic disclosure are approved by the Board of Directors. Stock exchange releases and investor news are approved by the CEO or the CFO substituting for the CEO.

15 Interpretations and deviations

This disclosure policy has been approved by the Board of Directors of Enersense International Plc and enters into force on 27 February 2023.

Enersense’s SVP of Communications is responsible for the monitoring and interpretation of the disclosure policy. In case of questions relating to the disclosure policy, further information shall be given by the CEO, the SVP of Communications and the investor relations manager.

Any changes to the disclosure policy shall be decided and approved by the Board of Directors.