Disclosure policy

Skarta Group Plc (hereinafter referred to as “Skarta” 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 Skarta’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.

Skarta 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[1] 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 communication policy to be followed by the Company.

Channels of information

The publication of company announcements takes place through the STT Info information system and the Company’s website www. Skartagroup.fi. Press releases are distributed to the media via the STT Info service. The company publishes all its press releases in Finnish.

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.

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 representatives of 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 concerning the Company. However, the CEO does not comment on matters concerning the Board of Directors. Instead, the Board is represented by the Chair of the Board.
  • Only the CEO, the CFO and the Chair of the Board of Directors can comment on the company’s strategy, results, financial targets and their development.

The Chair of the Board of Directors is responsible for the company’s media relations in cooperation with the CEO. The CEO is responsible for the company’s investor relations together with the Director of Investor Relations.

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 Skarta, or otherwise publicly available. Individual statements must not provide information that is different from the information previously published by Skarta 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 concerning 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 language is Finnish, and all material is published in Finnish.

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 two (2) 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.

Disclosure and deferment of disclosure of inside information

Insider information concerning 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:

  1. the immediate disclosure of the information is likely to prejudice the legitimate interests of Skarta Group;
  2. delayed disclosure is not likely to mislead the public; and
  3. Skarta Group 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 deferral procedure can no longer be guaranteed, the Skarta Group shall disclose such inside information to the public as soon as possible.

Other continuous reporting obligation 

The company shall disclose the information below, regardless of whether or not 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

Management’s transactions are disclosed in a company release in the manner specified in the Company’s Insider Guidelines.

Silent period

The regular financial reports 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 silence 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 half-yearly report or financial statement release. The dates of the silent period can be found on the Company’s website in the investor calendar.

During the silence 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.

Profit warning

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.

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 concerning 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.

Crisis situations

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 Chair of the Board of Directors appoints a crisis management team to manage the situation and communication.

Press releases

The company uses press releases to publish information about significant events related to its business. Press releases provide information about issues that do not meet the criteria of the company release, but which the Company considers to be of interest to stakeholders.