OUR COMMUNICATION POLICY
1. INTRODUCTION
The purpose of this disclosure policy is to define the disclosure and other external communication practices that Ponsse Plc (“the Company”) follows in investor communication and financial reporting.
The objective of the disclosure policy and activities in compliance with it is to ensure that the Company’s external communication, including stock exchange releases, meets the applicable requirements laid down in securities market law and other legal provisions. Communication practices also implement the Company’s key communication principles: timeliness, simultaneity, continuity and transparency.
In questions related to the disclosure policy, contact the Communications Director or the CEO.
2. DATES RELATED TO COMMUNICATION
Regular disclosures and other regular reporting
The Company publishes the following on a regular basis and in accordance with the annual calendar:
- mid-year report;
- interim reports for the first and third quarters;
- financial statements bulletin;
- financial statements and auditor’s report;
- Board of Directors’ report in conjunction with the publication of financial statements, including a sustainability statement; and
- corporate governance statement as part of the Board of Directors’ report.
These will be published without undue delay once the information to be disclosed has been confirmed and verified, and once the Board of Directors or other competent body of the Company has made its publication decision. In addition, the Company publishes a remuneration report on its website well before the Annual General Meeting.
The Company publishes its annual calendar as a separate stock exchange release before the beginning of the financial period.
Silent period
Regularly published financial reports are always preceded by a silent period starting at the end of each reporting quarter and ending with the publication of the mid-year report, interim report or financial statements bulletin in question, during which the Company’s representatives do not meet investors, analysts or other market parties and do not give interviews. Decisions on interviews concerning inside information disclosed during the silent period will be made on a case-by-case basis.
Obligation to disclose inside information, postponed publication and other matters to be communicated
The Company discloses inside information as soon as possible, unless the disclosure of the information is postponed, in which case the conditions for postponement under the Market Abuse Regulation must be met. Inside information is information of a precise and non-public nature that is directly or indirectly related to the Company or the Company’s financial instruments and that, if it were made public, would be likely to have a significant impact on the price of the Company’s financial instruments.
When making a postponement decision, the conditions for the postponement of disclosure will be documented, a relevant insider list will be established and the postponement decision will be prepared in accordance with the Company’s practices. The Company will notify the Finnish Financial Supervisory Authority of the postponement decision in conjunction with the disclosure of inside information.
In addition, the Company publishes other information to be disclosed (e.g. notice of the Annual General Meeting) in accordance with stock exchange rules.
3. PRACTICES RELATED TO COMMUNICATION
Decisions on communication and their preparation
In matters concerning communication, including what is communicated and when, the decision making power lies with the CEO, and in matters decided on by the Board of Directors, with the Board of Directors.
Financial reports and any related supplementary material are prepared by the financial organisation under the direction of the CFO, and stock exchange releases with any related supplementary material are prepared by the group communication unit with the CEO, CFO and, if necessary, other business managers.
Reports and releases under the regular disclosure obligation are approved by the Board of Directors. Releases related to the disclosure of inside information and other communication are approved by the CEO, or the CFO as their deputy. The Group’s media releases are prepared by the group communication unit and approved by the CEO, or the CFO as their deputy.
Representation of the Company and spokespersons
The Company has appointed representatives who have the right to make statements in the Company’s name. Appointed representatives are:
- The CEO, deputy CEO, CFO and Chair of the Board of Directors in all matters related to the Company.
- The CEO and CFO in matters related to the Company’s financial development.
Media relations are the responsibility of the Communications Director and the CEO.
The CEO can authorise other persons to make statements in individual cases.
The CEO or other members of the Company’s management do not comment on matters concerning the Company’s Board of Directors. The Board of Directors is usually represented by its Chair.
All statements in the Company’s name are made within the scope of previously disclosed information and exactly in accordance with it. Individual statements cannot provide information that differs from information previously disclosed by the Company or such additional information that, together with previously disclosed information, may comprise new relevant information that can be considered inside information.
Representation of the company on social media is determined by the internal social media guidelines.
Profit warning
The Company will issue a profit warning as soon as possible if the Company assesses that its financial position and/or future outlook differs significantly, either positively or negatively, from its previously disclosed information or from an assessment that can reasonably be made on the basis of the signals previously given by the Company. Profit warning decisions are based on information previously disclosed by the Company, and when they are made, the prevailing market situation will also be taken into account. Decisions to issue a profit warning are made by the Company’s Board of Directors. The issuance of a profit warning cannot be postponed.
Market expectations do not provide grounds for issuing a profit warning. However, if market expectations differ significantly from the Company’s disclosed future outlook or if no more detailed outlook has been issued, the Company will consider specifying its outlook through a stock exchange release.
4. MATTERS TO BE COMMUNICATED
General
Regularly disclosed reports present key information about the Company’s financial position and performance, as well as their development. The Company reports its financial figures at a Group level. Figures of operating segments based on the market area division are reported separately.
Future outlook is presented as unambiguously, clearly and consistently as possible under a separate heading in the financial statements bulletin, mid-year report, interim reports and the Board of Directors’ report.
Information covered by the continuous disclosure obligation, or disclosed otherwise, may include:
- Significant changes in the future outlook
- Positive and negative profit warnings
- Significant changes in the strategy
- Significant investments and financing arrangements
- Significant organisational changes
- Changes in the members of the Board of Directors or Management Team and the appointment of a new auditor
- Significant business acquisitions, divestments and joint venture agreements
- Business restructuring
- Notice of the Annual General Meeting
- Decisions made at the Annual General Meeting
- Share-based incentive plans
- Flagging notifications
- Managers’ business activities
5. TYPES OF RELEASES
The Company’s releases have been divided into public stock exchange releases and public media releases, as well as other releases. The type of a release is selected based on the materiality and significance of the information in question (inside information or other information to be disclosed at the stock exchange) and in accordance with the Company’s internal guidelines.
Releases to be published (stock exchange releases)
The Company publishes, as soon as possible, inside information and other matters mentioned in Section 4 that need to be disclosed. In addition, the Company publishes the information to be provided based on the regular disclosure obligation and regular reports as releases.
The Company publishes information about the business transactions of members of the management and their related parties as soon as possible and no later than two (2) working days after the Company has obtained the information.
Media and other releases
By issuing media releases, the Company discloses information about events related to its business operations that do not meet the requirements set for the disclosure of inside information and other stock exchange information, but are assessed to have news value or are otherwise considered to be of interest to the Company’s stakeholders.
News published as media releases includes:
- Smaller acquisitions and partnerships
- Smaller cooperation agreements
- New products, services or solutions that do not qualify as stock exchange releases
- Honours and awards received by the company
- Other current issues
In addition to media releases, the Company publishes news on its website that is not forwarded to the media or other subscribers on the Company’s distribution lists.
6. COMMUNICATION CHANNELS, AND THE DISTRIBUTION AND AVAILABILITY OF RELEASES
The website at www.ponsse.com is the primary source of information about the Company. The Company’s all releases are available on the Company’s website, where they are made available in conjunction with publication or other disclosure.
An archive of at least five years of published stock exchange releases and an archive of ten years of financial and other regular reports, including financial statements, the Board of Directors’ reports, corporate governance statements, auditor’s reports and mid-year reports, are maintained on the website.
The Company’s official reporting language is Finnish. All stock exchange releases are published in Finnish and simultaneously in English. Media releases are published in Finnish and English.
The Company uses social media in its communication. Social media services are never primary communication channels for disclosing information subject to the disclosure obligation or any other new information. The role of social media is to support other channels. The Company has defined internal guidelines for the use of social media in the Company’s communication.
7. MARKET RUMOURS AND INFORMATION LEAKAGE
The Company does not comment on market rumours.
The Company may consider issuing a stock exchange release to correct clearly incorrect or misleading information or false market rumours if they have or are likely to have a material impact on the price of financial instruments issued by the Company.
If the disclosure of inside information has been delayed in accordance with applicable regulations and the confidentiality of inside information can no longer be guaranteed, the Company will disclose such inside information as soon as possible. This also applies to situations where a rumour is clearly related to inside information, the disclosure of which has been delayed in accordance with applicable regulations, and the rumour is sufficiently accurate to indicate that the confidentiality of that information can no longer be guaranteed.
8. CRISIS COMMUNICATION
In the event of a crisis, depending on its scope and nature, the Company’s Board of Directors or the CEO will appoint a crisis management team to manage the situation and take care of communication in accordance with the Company’s crisis communication guidelines. The Company aims to ensure that the correct people are available for the media and other stakeholders, including in crisis situations.
The Company’s Board of Directors approved this disclosure policy on 10 June 2025, and it will be updated if necessary. The disclosure policy is available on the Company’s website in Finnish and English.