The shares of Betolar Plc (”Betolar” or the ”Company”) are listed on the Nasdaq First North Growth Market Finland marketplace ("First North"), operated by Nasdaq Helsinki Ltd ("Nasdaq Helsinki"). The purpose of this Disclosure Policy is to define the operating procedures for Betolar's internal and external communication as well as management of its investor relations.
Betolar complies with the laws and regulations valid in Finland in its operations. In its communications, the Company complies with, among others, the Finnish Companies Act (624/2006, as amended), the Finnish Securities Markets Act (746/2012, as amended), Regulation (EU) No 596/2014 of the European Parliament and of the Council on market abuse (the Market Abuse Regulation, "MAR"), other legislation, the applicable guidelines of the European Securities and Markets Authority ("ESMA") and the Finnish Financial Supervisory Authority (the "FIN-FSA"), the Company's Articles of Association, the Nasdaq First North Growth Market Rulebook (the "First North Rulebook") and the Nasdaq Helsinki Guidelines for Insiders of Listed Companies, as well as other instructions issued by authorities. Since Betolar’s stock is traded on First North, it is not obliged to comply with the Finnish Corporate Governance Code 2020 prepared by the Finnish Securities Market Association.
The Board of Directors of Betolar has approved this Disclosure Policy in its meeting on 31 March 2023 and it will be updated as necessary.
The Company’s Certified Adviser in accordance with the First North Rulebook is Aktia Alexander Corporate Finance Oy (the ”Certified Adviser”).
1. Objectives and key disclosure principles
The aim of the Company's Disclosure Policy is to provide reliable and timely information to support the correct valuation of the Company’s share. The objective of the Company's financial and investor communications is 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 which may have an effect on the value of the Company's financial instruments, and that the information disclosed provides correct and sufficient information on the Company’s operations.
The key disclosure principles of the Company's investor communications are openness, timeliness, reliability, transparency, consistency, comprehensibility and fairness. The Company communicates clearly and consistently both positive and negative matters. Betolar follows the principles of consistency and high ethics as well as applicable guidelines and regulations in all of its communications.
2. Areas of responsibility in communications and investor relations
The CFO is responsible for supervising the Disclosure Policy of Betolar, answering questions related to it and deciding on potential deviations from it. The Disclosure Policy may be deviated from only based on weighty reasons and within the limits of applicable guidelines and regulations.
The Board of Directors of Betolar decides on amendments to the Company's Disclosure Policy. Additionally, the CFO may approve minor or technical amendments to this Disclosure Policy, in which case the Board of Directors must be notified of the changes.
The CEO is responsible for Betolar’s investor communication. The CEO is responsible for the disclosure of all information that the Company assesses as having a potential effect on the value of Betolar’s share.
The primary contact person towards capital market representatives is the CEO, the secondary contact person being the CFO. Other representatives of Betolar may also participate in meetings and events.
It is the aim of the Company that personal meetings are always attended by at least two Company representatives. Instead of the CEO or the Chairman of the Board, the other person may be a member of the Board of Directors or the Management Team or some other person chosen, such as an external advisor requested to attend by the CEO for the task on a case-by-case basis who is familiar with the matters to be discussed at the meeting.
3. Disclosure channels
The primary channel of Betolar for up-to-date information is the Company’s website (www.betolar.com) which is equally accessible to all investors. All company releases of Betolar are available on the website for at least five years from their date of publication.
The Company conducts external disclosure through Nasdaq Helsinki’s publication system, the Company’s website and key media.
The social media is never the primary communication channel of Betolar for disclosing information covered by the disclosure obligation.
4. Reporting and publication languages
The Company’s official reporting language is Finnish. All official material related to the disclosure obligation of a listed company is also published in English.
5. Disclosure obligation and disclosure
The Company’s releases are divided into two categories: company releases and press releases. The release category is chosen based on the relevance and significance of the information.
At Betolar, the decision to prepare a company release is made by the CEO after discussing the matter with the CFO. A company release is approved by the Board of Directors or a person authorized by the Board of Directors. Urgent company releases requiring immediate disclosure may be approved by the Chairman of the Board of Directors and the CEO jointly. A release of technical nature, such as a notification of a transaction by a member of the management, is approved primarily by the CFO or the CEO in the CFO’s stead.
However, all financial reports (including quarterly business reviews, half-yearly reports, financial statement releases and financial statements) are always approved and issued by the Board of Directors.
In accordance with Article 17 of MAR, Betolar discloses, as soon as possible, inside information which directly concerns it. Betolar may, on its own responsibility, delay the disclosure provided that all of the following conditions are met:
- immediate disclosure of the information is likely to prejudice the legitimate interests of the Company;
- the delay of disclosure is not likely to mislead the public; and
- the Company is able to ensure the confidentiality of that information.
Betolar has an internal process in place for the assessment and disclosure of inside information, as well as for the assessment and monitoring of conditions for delay of disclosure and duration of delay. Betolar sees to the ongoing monitoring of the fulfilment of the conditions for delay of disclosure and readiness for immediate disclosure of information in the potential event of an information leak. Betolar also sees to that decisions on delay of disclosure and its conditions are documented and stored in a permanent manner.
Betolar informs the FIN-FSA of the delay of disclosure of the information immediately after the information is disclosed. Additionally, an explanation of the fulfilment of the conditions for delay of disclosure will be submitted to FIN-FSA upon request. Betolar discloses and stores all the inside information that it is obliged to disclose on its website for at least five years.
6. Company releases
The Company issues a company release to disclose inside information and matters covered by the periodic disclosure obligation (financial reports) as well as all other such decisions, matters related to the Company’s operations and other information that the Company is obliged to disclose by way of company release based on regulations.
Betolar discloses as soon as possible in a company release all such information related to the Company or its stock that is sufficiently precise and non-public and which, if it were made public, would be likely to have a significant effect on the price of the Company’s share, considering the relevant legislation and the First North Rulebook, Nasdaq Helsinki Ltd’s guidelines, and instructions issued by the authorities.
Such matters may include, among others:
- significant M&A transactions;
- changes in the strategy of the Company;
- substantial changes to the operations of the Company;
- significant cooperation contracts;
- long-term investments;
- significant changes in the business environment;
- significant disputes or measures taken by the authorities;
- decision on the implementation of stock-based incentive programmes; or
- changes in business prospects and performance guidance.
In addition, the Company also discloses the following by way of a company release:
- notice of a general meeting;
- decisions made by a general meeting;
- significant transactions with closely-related parties;
- proposals and actual changes with respect to the Board of Directors and management team of the Company;
- acquisition and transfer of treasury shares; and
- managers' transactions.
7. Manager' transactions
In accordance with Article 19 of the MAR, Betolar notifies the transactions of persons discharging managerial responsibilities in Betolar ("PDMRs") and persons closely associated with them relating to financial instruments of Betolar according to the notifications it has received promptly and no later within two business days of receipt of such a notification. The obligation to notify a transaction becomes applicable once the threshold value of EUR 5,000 per calendar year per person subject to notification obligation is reached. The threshold value is calculated by adding up, without netting, all transactions carried out during a calendar year. Betolar takes no responsibility for the accuracy of the information notified by its PDMRs and persons closely associated with them.
8. Press releases
A press release is issued to disclose information on matters and events that do not meet the criteria for a company release, but which are assessed to be of general interest for investors, customers or other interest groups. The decision to issue a press release is made by the CEO together with the CFO or with a person assigned by the CEO. Press releases shall be signed by the CEO of the Company.
9. Financial reports
Betolar discloses quarterly business reviews, a half-yearly report, a financial statement release and financial statements according to a previously announced schedule.
Information of the publication dates of quarterly business reviews, the half-yearly report, the financial statement release and financial statements is announced before the end of the previous financial year and disclosed in a company release. In regard to the publication date of the financial statements, the day on which the completed financial statements are ready and available is disclosed. The publication time of releases concerning financial results is also announced in advance. The results for the financial year and the half-year results are immediately disclosed to the personnel using the media that management considers most suitable for the task.
Financial results are primarily commented by the CEO. If the CEO is prevented from doing so, questions related to the financial results may be answered by the CFO or the Chairman of the Board.
10. Silent period and closed period
The Company observes a 30-day silent period in its investor and media relations before the publication of business review, a half-yearly report or financial statements release. During such period, the Company will not give comments to the media or other parties on the Company’s financial position, markets or outlook. The Company will also not meet with representatives of capital markets during the silent period. If an event during the silent period requires immediate publication, Betolar will publish the information without delay in accordance with regulations regarding the disclosure obligation and may comment on the event in question.
In accordance with the MAR, Betolar observes a closed period of 30 days, during which persons discharging managerial responsibilities at Betolar are prohibited from trading the Company’s shares or debt instruments, or derivatives related to them or other financial instruments on their own account or for the account of a third party and from conducting other transactions.
The closed period begins thirty (30) days prior to the publication of a financial statement release, half-yearly report or business review and including the disclosure date. In case an annual financial report includes non-disclosed information that may have material effect, a closed period also applies. The Company does not repurchase its own shares during this period.
Betolar also applies the closed period to persons participating in or those who as to their assignments have access to the information on the financial results to be published in its preparation phase.
11. Outlook and profit warnings
The Board of Directors of Betolar has assessed that it is not possible and appropriate to make an economic estimate of the development of sales and profitability in all circumstances and, therefore, will consider on a case-by-case basis whether it will provide an estimate of the outlooks on profit. In the event outlooks are decided to be published, the Company may, together with financial statement release for the previous financial year, the half-yearly report or a business review, provide an economic or verbal estimate of the development of sales and/or profit with relation to the previous reporting period. Such estimates, if provided, shall be based on the view of the Company’s management on the estimated development of the Company and its business operations at the time of the presentation.
The Company shall issue a profit warning as soon as possible when the Company assesses that its financial position, profitability, turnover or other financial or business-related key indicator has changed significantly from what was previously disclosed or from what can be reasonably estimated based on the previous disclosures of the Company, and if disclosing such deviation would be likely to have a significant effect on the price of the Company’s stock. A profit warning may indicate worse or better (positive profit warning) development compared to what was previously anticipated.
The decision to issue a profit warning is made by the Board of Directors of the Company or, if necessary due to the urgency of the matter, together by the Chairman of the Board and the CEO immediately after they have received verified information of a deviation as described above. If the Chairman of the Board cannot be reached quickly enough, the CEO makes the decision with the quorum of the Board of Directors. The aim is that as many Board members as possible participate in the handling of the matter.
12. Rumors and information leaks
The Company issues statements on its own operations and generally does not comment on the operations of its competitors, suppliers or customers.
As a general principle, Betolar does not comment on market rumors or the development of its share price the price of its other financial instruments, unless it is necessary to correct clearly incorrect or misleading information that is likely to have a significant effect on the price of the Company’s financial instruments.
If a rumor explicitly relates to inside information whose disclosure has been delayed and the rumor is sufficiently accurate to indicate that the confidentiality of the information in question can no longer be insured, Betolar shall as soon as possible disclose the inside information in question in a company release. Similarly, Betolar may comment on a market rumor that has been deliberately spread with the intention of damaging the Company.
13. Insider guidelines
In matters related to inside information Betolar complies with the relevant legislation, such as the MAR and the Nasdaq Helsinki Guidelines for Insiders of Listed Companies. The Company has prepared its own insider guidelines which have been distributed to the whole personnel.
Betolar maintains a project-specific insider list of projects that are considered inside information.
Persons included in the insider list are given a written notification of their entry to the insider list and the resulting obligations, as well as of the applicable consequences of insider trading and the illegal disclosure of inside information.
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