This disclosure policy of Endomines Finland Plc (the “Company”) describes the key principles and procedures that the Company complies with when disclosing information to the market and when communicating with capital markets representatives. It also sets out the responsibilities and processes related to the Company’s communications and investor relations. Investor relations and investor communications refer to measures undertaken by the Company to ensure that the price formation of the Company’s shares corresponds to the Company’s financial status and prospects as closely as possible.
The Company abides e.g. by the following applicable Finnish and EU legislation in its communications:
- the EU Market Abuse Regulation ((EU) 596/2014, as amended, the “MAR”)
- the Finnish Limited Liability Companies Act (624/2006, as amended)
- the Finnish Securities Markets Act (746/2012, as amended)
- the rules and regulations of Nasdaq Helsinki Ltd (“Nasdaq Helsinki”)
- the regulations and guidelines issued by the European Securities and Markets Authority (ESMA) and the Finnish Financial Supervisory Authority
- the Finnish Securities Markets Association’s Corporate Governance Code (“Corporate Governance Code”).
This disclosure policy has been approved by the board of directors. The Company has also drawn up an insider policy approved by the board.
- OBJECTIVES AND KEY PRINCIPLES
In terms of disclosure, the key principle is to ensure that all market parties have simultaneous and equal access to accurate, sufficient, and correct information on the Company and its operations, objectives, strategy, and financial status in order to support the price formation of the financial instruments issued by the Company. Another objective is to ensure that all information is disclosed promptly and equally. All disclosed information must be reliable, relevant and up-to-date, and it cannot be misleading. The Company will communicate both positive and negative information openly, transparently, and actively. The Company will communicate in a consistent manner and notify the public if the Company decides to change its existing communication practices.
2. OBLICATIONS TO PROVIDE INFORMATION
2.1. Periodic disclosure oblication
The periodic disclosure obligation refers to the Company’s obligation to regularly disclose information regarding the Company’s financial status, position, development, and result. The Company reports its financial figures at a group level in accordance with the IFRS twice a year. In order to ensure compliance with its periodic disclosure obligation, the Company publishes
- financial statement reports
- financial statements
- annual reports
- half-year reports
- an event calendar that sets out the relevant dates for the reports the Company must publish pursuant to its periodic disclosure obligation.
Annual reports, financial statements, and auditor’s reports will be published no later than three weeks before the general meeting that decides on their adoption. The Company publishes a report on its administrative and corporate governance system as well as a remuneration report together with its annual reports.
2.2. Ongoing disclosure oblication
The ongoing disclosure obligation refers to the Company’s obligation to disclose information that has a material impact on the value of a financial instrument issued by the Company to the markets in a timely manner.
The ongoing disclosure obligation covers the disclosure of inside information and other information whose disclosure is required by the applicable regulation. Inside information refers to information of a precise nature that has not been made public and which directly or indirectly relates to the Company and which, if it were to be made public, would likely have a significant impact on the prices of the Company’s financial instruments or related financial derivatives.
Information will be deemed to be of a precise nature if
- it indicates a set of circumstances which exists or an event which has occurred, or
- a set of circumstances which may reasonably be expected to come into existence or an event which may reasonably be expected to occur; and
- it is sufficiently accurate in order to be able to conclude on the potential effect that any of the aforementioned circumstances or events may have on the prices of the Company’s financial instruments or related derivative financial instruments.
Information will be considered not to have been made public if the information has not been published or if it has not otherwise been available on the market. For example, information that has been leaked to the public does not constitute inside information.
Examples of potential inside information that must be disclosed without delay include the following:
- a decision to invest
- a partnership agreement or some other material agreement
- the sale of a company or a specific business
- a change in prices or exchange rates
- credit losses or the loss of a client
- new business partnership arrangements
- information concerning the Company’s strategy or the Company’s exploration plans or their results
- information concerning the Company’s mineral resources or mineral deposits
- the results of geological surveys/feasibility studies
- delays or problems encountered during the implementation of projects or their suspension
- entry to/positioning in new markets
- places of business in new market segments
- the initiation of legal proceedings, decisions issued during legal proceedings, or the settlement of the matter
- financial hardship
- decisions issued by the public authorities
- a shareholders’ agreement that the Company has become aware of and which may affect the exercise of voting power in the Company or the transferability of the Company’s shares
- auditor’s reports
- market rumours and leaks
- agreements on liquidity providing
- information that concerns a subsidiary or an affiliate company
- information concerning the issuance of securities or the acquisition or sale of the Company’s treasury shares
- related party transactions
- auditor’s reports
- changes in the Company’s result or financial status
- material changes in the Company’s operations.
2.3. Delayed disclosure of inside information
The Company will disclose inside information as soon as possible, unless it has decided to delay disclosure pursuant to the MAR. In accordance with the MAR, the Company may delay the disclosure of inside information if all the following preconditions are met:
- immediate disclosure is likely to prejudice the legitimate interests of the Company,
- the delay in disclosure is not likely to mislead the public, and
- the Company is able to ensure the confidentiality of the relevant information.
The Company will assess whether the aforementioned preconditions for the delayed disclosure of inside information are met on a case-by-case basis. The decision to delay the disclosure of inside information will be made by the board after the board has assessed whether the preconditions are met. In exceptional circumstances, the CEO or chair of the board can make the decision to delay disclosure on their own if it is justified due to the urgency of the matter.
If the Company decides to delay the disclosure of inside information, the decision regarding delayed disclosure and its grounds must be made in writing as required by the MAR, and a project-specific insider list must be established for administrative purposes and in order to ensure the confidentiality of the inside information. The Company will disclose the relevant inside information as soon as possible after the preconditions for delayed disclosure are no longer met. The Company must notify the Finnish Financial Supervisory Authority of the delayed disclosure when the relevant inside information is made public. The Company’s insider practices are described in more detail in the Company’s Insider Policy.
3. DISCLOSED INFORMATION AND PROCEDURES RELATED TO DISCLOSURE
3.1. Stock exchange releases
The Company will disclose inside information and other information subject to its periodic disclosure obligation by publishing stock exchange releases. In addition, the Company will publish stock exchange releases without undue delay to disclose e.g. the following information as required by the rules of Nasdaq Helsinki:
- information regarding the assumptions or conditions underlying forecasts and forward-looking statements
- notices to attend general meetings, resolutions adopted by the general
- meeting, and resolutions made by the board that were authorised by the general meeting
- changes in the composition of the board, senior management, and auditors
- information concerning the conclusion of new agreements on liquidity enhancement
- significant information on and proposals to change the share capital or the number of shares
- information on and decisions made to adopt share-based incentive programmes
- information on and decisions made with regard to admission to trading at Nasdaq Helsinki for the first time or at another trading venue as well as information on the removal of a financial instrument from trading
- other information that Nasdaq Helsinki considers necessary to provide fair and orderly trading in the Company’s shares.
All information subject to the periodic disclosure obligation will be published in accordance with a schedule that is disclosed in advance. The disclosure dates will be announced before the beginning of each financial year in a financial event calendar that is available on the Company’s investor pages. In the event that an already published date has to be adjusted, the Company will update its event calendar as soon as possible.
3.2. Future prospects, profit forecasts and profit warnings
The Company will present an estimate of its future prospects that covers a period determined by the Company in its annual report and, at the Company’s discretion, in its financial statement report and half-year report. If the Company so wishes, it can publish a profit forecast, i.e. a financial (numerical or verbal) estimate that pertains to the future. In its profit forecast, the Company will disclose the likely minimum and maximum level of the Company’s result or recount, in less detail, how the Company’s result is expected to develop. The estimates presented by the Company are based on the Company’s expectations for the future as of the date on which the profit forecast is published. The Company will update its prospects and profit forecast where necessary in connection with its profit releases.
The Company continuously monitors the development of the Company’s result and financial status and estimates their likely future development. The Company will issue a profit warning as soon as possible if the Company can reasonably estimate that its result or financial status or future prospects will unexpectedly and significantly deviate, either positively or negatively, from the information that the Company has already disclosed, i.e. (i) from the issued profit forecast; or (ii) from the provided future prospects; or (iii) if the deviation is from an estimate that can reasonably be made based on previously disclosed information and if the deviation would likely have a material effect on the value of the Company’s financial instruments. The decision to issue a profit warning is made on the basis of the information previously disclosed by the Company and the prevailing market conditions as well as the Company’s own assessment of its future prospects.
A profit warning must always be issued as a separate stock exchange release as soon as possible, and it must reiterate previously provided estimates and disclose the reasons why the deviation has occurred. The decision to issue a profit warning will be made by the Company’s board or, in exceptional circumstances, by the CEO or chair of the board, provided that it is justified due to the urgency of the matter. The issuance of a profit warning may never be delayed.
3.3. Other information published in press releases and as investor news
The Company will publish press releases to disclose events relating to the Company’s business that do not require a stock exchange release but which the Company considers to be newsworthy or worth disclosing as marketing communications or to be of interest to its interest groups. The Company can publish information concerning the Company’s development that does not require a stock exchange release as investor news. Information concerning e.g. the following events can be published in a press release or as investor news:
- small-scale transactions and partnerships
- small-scale partnership agreements concluded with clients or other parties
- small-scale investments, financing arrangements or mergers and acquisitions
- new excavations or findings
- news regarding the appointment of new members of management that do not require a stock exchange release
- awards or accolades received by the Company and CSR-related achievements.
3.4. Changes in share ownership and disclosure notifications
The Company will publish notifications submitted by the shareholders when their holdings rise to, exceed, or fall under the ownership thresholds set out in the Finnish Securities Markets Act. Changes in share ownership must be disclosed and published if the relevant shareholder’s holdings rise to, exceed, or fall under 5, 10, 15, 20, 25, 30, 50, or 90 per cent or two thirds of all votes in the Company or of the total number of the Company’s shares. A disclosure notification must be filed also if the shareholder is a party to an agreement or some other arrangement that would, if realised, result in the notification threshold being achieved or exceeded or in the shareholder’s holdings falling under the notification threshold. The Company will issue a stock exchange release to announce changes in share ownership without undue delay.
4. RESPONSIBILITIES AND SPOKESPERSONS
The board’s duties vis-à-vis disclosure include the following:
- ensure that the statutory disclosure obligation is complied with and confirm the Company’s disclosure policy
- review and approve the financial statements, the half-year report, and the annual report
- approve all other reports and releases that must be made pursuant to the periodic disclosure obligation.
The CEO’s or CFO’s approval is required for the disclosure of inside information that falls under the ongoing disclosure obligation and the publication of other stock exchange releases. The CEO’s or CFO’s approval is also required for press releases.
The Company’s CEO and the communications specialist are responsible for the Company’s media relations. Correspondence with media outlets is primarily the responsibility of the CEO and the communications specialist. The CFO represents the Company in matters relating to its financial result. The Company’s CEO and CFO primarily corresponds with the investors and analysts. The CEO, the chair of the board and the CFO provide statements on the Company’s ownership structure on behalf of the Company. The CEO comments all matters related to the Company’s strategy that have a significant impact on the Company. The chair of the board comments matters relating to the CEO. If the matter to be disclosed pertains to a special field, other spokespersons that the Company considers appropriate may be selected to provide comments on the matter instead of the CEO on a case-by-case basis.
5. COMMUNICATION CHANNELS AND REPORTING LANGUAGE
The Company primarily uses its website to communicate with all of its interest groups. Stock exchange releases and press releases will be available on the Company’s website for at least five years after their release. Financial reports, the report concerning the Company’s administrative and corporate governance system, and remuneration reports will be available on the investor pages for at least ten years after their release. Stock exchange releases will be simultaneously submitted to Nasdaq Helsinki, the national central storage for regulated information, and key media outlets in addition to being published on the Company’s investor pages.
The Company can also use social media in its communications. Social media is not, however, the primary communication channel for disclosing information subject to the disclosure obligation or any other new information. The role of the Company’s social media is to support other channels. The Company has established internal guidelines for how social media should be used in the Company’s communications.
The Company’s official reporting languages are Finnish and English. The Company provides information on the Company, its mining operations, and topical matters via its website in both Finnish and English. The investor pages are available in both Finnish and English. The Company publishes all financial reports and stock exchange releases in both Finnish and English. Press releases are primarily published in Finnish and English.
6. COMMUNICATIONS WITH INVESTORS, ANALYSTS AND MEDIA
6.1. General principles
The Company meets with capital market and media representatives and responds to the queries submitted by shareholders, investors, analysts and the media without undue delay and as precisely as possible based on the information published by the Company or generally available to the public.
The objective of the meetings is to provide information on the Company and its operating environment. Discussions with the media and the capital markets representatives are based on the information previously published by the Company or on the information that is generally available to the public. New significant and undisclosed information or supplementary information that may constitute inside information may not be published or disclosed during these events.
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 the information that has been disclosed. The Company does not in general comment on or take any responsibility for the estimates or forecasts made by capital market representatives. The Company does not comment on the Company valuation or the price development of the Company’s financial instruments, or distribute any analyst reports to investors.
6.2. Silent period
The Company adheres to a 30-day silent period before the publication of its financial results, i.e. before the publication of its half year report or financial statements release. The Company’s management or other personnel will not comment on the Company’s financial position, markets or future prospects to the media or other parties, or arrange investor meetings during the silent period. The silent period ends upon the disclosure of the financial results of the relevant reporting period.
If an event that occurs during the silent period requires immediate disclosure, the Company will disclose the information by publishing a stock exchange release as soon as possible in accordance with the provisions regarding the disclosure obligation, and after that, the Company can comment on the matter in question. General Meetings may be held during the silent period.
6.3. Rumours and information leaks
The Company aims to ensure that information that has a material impact on the value of financial instruments is not leaked to the public prematurely. When the Company is preparing a stock exchange release or a financial report, it will ensure that the relevant information is kept confidential during the preparation thereof. In the event that confidential and material information has leaked to the public or if the confidentiality of inside information cannot be guaranteed, the Company must disclose the matter by publishing a stock exchange release as soon as possible.
The Company does not comment on market rumours, its share price development, any measures taken by its customers or competitors, the forecasts or opinions of analysts, or issues related to its business operations under preparation unless it is necessary to disclose relevant information or to rectify incorrect information. If the Company finds out that there is clearly incorrect or misleading information regarding the Company on the market, the Company may consider publishing a stock exchange release in order to correct such information.
7. EXCEPTIONAL CIRCUMSTANCES AND SITUATIONS OF CRISIS
In crisis situations, the CEO and the chair of the board of directors are responsible for the Company’s communications. Depending on the circumstances, the Company’s crisis communications team also comprises members of the Company’s management team and/or experts who have the best knowledge of the subject matter and the situation.
If the Company considers that the exceptional situation is of relevance to the investors, it will publish investor news or a stock exchange release regarding the matter. The Company aims to provide information in crisis situations without delay, and as soon as it is able to verify the quality and accuracy of the information.
8. TRANSACTIONS CONCLUDED BY THE COMPANY’S MANAGERS
The Company discloses notifications issued by the Company’s managers and any persons closely associated with them with respect to the transactions they conclude with the Company’s shares and other financial instruments by publishing a stock exchange release pursuant to the MAR without delay and no later than two working days after it has received the notification regarding the transaction. The Company’s obligation to disclose the transactions that the Company’s managers and the persons closely associated with them conclude with the Company’s financial instruments is set out in more detail in the Company’s Insider Policy.
The Company has internal procedures in place (the so-called whistleblowing procedure) pursuant to which the employees can submit a report if they have a justified reason to suspect that someone employed by the Company has breached securities markets legislation. The employees of the Company can submit their reports through the Company’s whistleblowing channel. If there are any suspicions of a breach or if the breach can be proven, the matter will be submitted to competent authorities for inspection.
The Company’s board of directors will decide on any possible amendments to the disclosure policy. The CEO, and the CFO with the CEO’s consent, may make minor or technical amendments to the disclosure policy.
 Pursuant to the rules of the Stock Exchange, information regarding a transaction must be made public in a stock exchange release if 1) the share of the target’s turnover exceeds 10% of the issuer’s turnover or balance sheet; 2) the share of the target company’s equity exceeds 10% of the issuer’s equity as disclosed in the issuer’s consolidated balance sheet; or 3) the consideration payable for the target of the transaction exceeds 10% of the issuer’s equity as disclosed in the issuer’s consolidated balance sheet or 10% of the combined total market value of the issuer’s shares if its equity is lower than the combined total market value of its shares. Even if the arrangement is smaller in scope, it may have to be disclosed in a stock exchange release if it has strategic value for the Company (e.g. expansion into a new business segment or geographical market).
 Comment: Cf. sections 3.3–3.10 in the Nasdaq Helsinki Rulebook for Issuers of Shares.
 Comment: If a change is made less than two weeks before the original date or the new date, the Company must announce the new date in a release that also discloses the reasons for the change.
 Comment: Pursuant to Chapter 3 Section 1a of the Finnish Accounting Act, listed companies must provide an estimate of likely future development in their annual reports. The Company is free to choose whether to present an estimate of its likely future development in general terms or in the form of a profit forecast. If it so wishes, the Company can also disclose its future prospects in its interim report or financial statement report.
 Comment: Pursuant to the rules of Nasdaq Helsinki, information regarding a transaction must be made public in a stock exchange release if the share of the target’s turnover exceeds 10% of the company’s/group’s turnover or balance sheet; if the target’s equity exceeds 10% of the company’s equity; or if the consideration payable for the target exceeds 10% of the company’s equity or of the combined total market value of the company’s shares. Even if the arrangement is smaller in scope, it may have to be disclosed in a stock exchange release if it has strategic value for the Company (e.g. expansion into a new business segment or geographical market).
 Comment: Article 19(3) of the MAR. Cf. also p. 7: https://www.finanssivalvonta.fi/globalassets/fi/tiedotteet-ja-julkaisut/julkaisut/markkinat_2020/markkinat_tiedote_2_2020.pdf.