Admicom Oyj – Disclosure Policy
This Disclosure Policy describes the key principles and procedures that Admicom Oyj (“Admicom” or the Company) follows in its communications with the representatives in the capital markets. The Disclosure Policy also defines the company’s responsibilities and obligations related to investor relations and communications.
The Board of Directors of the Company has approved this disclosure policy 15.4.2025. Updates to this Disclosure Policy will be made as necessary.
1. Objectives of communications and disclosure principles
The objective of Admicom’s communications is to ensure that all market participants have access to sufficient, reliable and correct information about the Company and its securities and the factors affecting their value simultaneously and without undue delay. The Company’s goal is to operate in all communications in a reliable, transparent and clear manner.
Admicom’s official reporting language is Finnish, but the company also publishes all its company releases in English. The material used for investor events and meetings can be prepared only in English.
1.1 Regular disclosure obligation
The regular disclosure obligation refers to the Company’s obligation to provide regular information on its financial result and financial position. The regular disclosure obligation applies to the publication of financial statements, reports of the Board of Directors, financial statements bulletins, half-yearly reports and interim reports.
1.2 Continuous disclosure obligation
The continuous disclosure obligation refers to the Company’s obligation to disclose, as necessary and in accordance with the applicable regulations, matters that, in the Company’s own opinion, may have a material impact on the value of the Company’s securities.
2. Disclosure principles
In disclosing of information to the market the Company follows the following principles:
- The information will be published without undue delay.
- The information is communicated consistently and accurately so that the recipient of the information can assess its impact on the Company’s business operations and financial position.
- The information will be disclosed to all stakeholders at the same time.
- All releases are published on the company’s website.
2.1 Principles of communication
Admicom actively communicates with capital market representatives, investors, analysts and media representatives, and responds to inquiries from them. In the communication and discussions, no undisclosed information will be shared that the Company estimates could have a significant impact on the value of the Company’s share. In its “pre-silent” communications before the silent period, the Company complies with the guidelines of the Finnish Financial Supervisory Authority (FIN-FSA).
2.2 Communication in crisis and exceptional situations
The Company may have a separate crisis communication process approved by the management. The task of crisis communications is to support the company’s crisis management by providing expertise and tools and sharing the right information with important stakeholders. In a crisis situation, the CEO or a person appointed by them is responsible for management. Crisis communications are coordinated by the CEO with the support of the rest of the Leadership Team.
3. Information channels and responsibility for communications
The Company’s main communication channel is the Company’s website at admicom.fi. All Company releases are published in Finnish and English through Nasdaq Helsinki Ltd and on the Company’s website. The releases will be available on the company’s website for at least five years.
The annual reports, financial statements, financial reports, company and press releases published by Admicom are published without undue delay on the Company’s website, where they are available. Significant materials used in the company’s investor and analyst meetings are also published on the website as timely as possible.
The company’s Board of Directors reviews and approves reports and releases that are subject to the reglular disclosure obligation. The Board of Directors also reviews Company releases that fall within the scope of the Company’s continuous disclosure obligation. If the Board of Directors cannot be convened quickly enough, the company’s CEO may approve the company releases for publication.
Admicom’s investor communications are the responsibility of the company’s CEO and CFO. In addition, the Chairman of the Board of Directors may communicate with investors, analysts and media representatives.
The Company’s Certified Adviser in accordance with the rules of First North is Oaklins Finland Oy.
4. Releases to be published
4.1 Types of releases
Admicom discloses inside information and matters covered by the regular disclosure obligation as well as all other information disclosed as company releases pursuant to applicable laws and regulations. A company release discloses all unpublished information related to the company or its shares that, in the Company’s opinion, would have a significant impact on the value of the company’s share and that is sufficiently accurate and reliable. Such information includes, for example:
- Changes in the Company’s strategy or financial targets
- Changes in dividend policy
- Significant changes affecting the Company’s financial position or future prospects
- Significant changes in contracts or Company’s financing
- Significant investment decisions
- Significant disputes or actions taken by the authorities
The company release is also used to disclose, among other things:
- Financial reports according to a pre-announced schedule
- Notices of General Meetings and Resolutions of General Meetings
- Changes in the composition of the company’s Board of Directors or Leadership Team
- Change of auditors or certified adviser
- Information on qualifying holdings and voting rights referred to in the Securities Markets Act (so-called flagging notifications)
- Transactions between the Company and its related parties that are not part of ordinary business operations, unless the transaction is of minor importance
- Other matters required by the First North rules in force at any given time.
The company may also publish events related to its business by means of press releases when the matters to be disclosed do not meet the criteria of a company release. The Company’s CEO is responsible for publishing press releases.
5. Disclosure of inside information
In accordance with the Market Abuse Regulation (“MAR”), the Company discloses inside information concerning the Company as soon as possible in a company release or postpones the disclosure of the information if the conditions are met. The disclosure of inside information may be delayed if all of the following conditions are met:
- Immediate disclosure would likely jeopardise the legitimate interests of the Company;
- Postponing the publication is unlikely to mislead the public; and
- The Company is able to guarantee that the information in question remains confidential.
The Company’s Board of Directors and CEO make a decision to delay the disclosure of inside information based on an assessment of the fulfilment of the grounds for delay. The CEO, or the CFO if the CEO is unable to attend, may, exceptionally, make the decision to postpone the matter alone, if it is justified by the urgency of the matter. The Company is responsible for the appropriate documentation and storage of the postponement decision and its prerequisites. The Company will notify the Finnish Financial Supervisory Authority (FIN-FSA) of any delay in the disclosure immediately after the disclosure of the information.
The company has appropriate internal guidelines for conducting an assessment of the creation of inside information.
5.1 Financial targets and future outlook
Admicom’s Board of Directors defines the Company’s financial targets. The Board of Directors also approves the Company’s published outlook. The future outlook is always presented in the Company’s financial reporting under a separate heading as unambiguously and consistently as possible. The Company publishes any changes to the previously announced financial targets in a separate company release immediately after the targets have been changed.
5.2 Profit Warning
If the Company estimates that its financial result or financial position will develop materially more positively or negatively than the information it has previously disclosed, Admicom will issue a (positive) profit warning to the market as soon as possible. A profit warning is always published as a company release.
The profit warning is based on information previously estimated by the company or on what can be reasonably concluded from the information previously disclosed by the company. The company’s CEO and CFO are responsible for issuing a profit warning and the assessments leading to it, together with the Board of Directors.
The Company’s Board of Directors makes the decision to issue a profit warning. If the Board of Directors cannot be convened quickly enough, the CEO may decide to issue a profit warning, taking into account that the profit warning must be issued as soon as possible and its publication cannot be postponed.
5.3 Financial reporting
The Financial Statements, Financial Statements Bulletin, Half-Year Financial Report and Interim Reports are published according to a pre-announced schedule. The Company announces the publication dates for the upcoming financial year before the end of the previous financial year.
The Company’s financial performance is primarily commented by the CEO and CFO. The Chairman of the Board of Directors may also comment on the company’s financial performance.
6. Rumors, market estimates and data leaks
Admicom does not comment on rumors that may arise in the market, share price developments, the actions of competitors or customers, or analysts’ assessments, other than to correct clearly incorrect or misleading information about the Company’s operations.
The Company does not comment on analysts’ forecasts. Upon request, the Company may review the analyst’s analysis or report for the accuracy of the information, but no comment will be taken on the conclusions drawn.
If information that may have a material impact on the share price is leaked outside the Company, the Company will publish a company release on the matter after the Company has become aware of the matter.
7. Silent period
Before the publication of the results, the Company observes a silent period of approximately three weeks, during which the Company does not comment on the market, the Company’s financial position or future prospects. During the silent period, the Company’s management will not meet with capital market representatives or the media or otherwise contact them.
The dates of the start of the silent period are announced on the Company’s website.
During the silent period, the Company complies with the disclosure obligation and publishes information that requires immediate disclosure without delay in a company release.
8. Insiders
In insider matters, the Company complies with the legislation and official guidelines applicable to listed companies, as well as the Insider Guidelines of the Stock Exchange and the Company’s own Insider Guidelines.
If inside information is disclosed to the Company’s personnel, they are recorded as insiders in the insider list maintained by the Company. Persons entered in the insider list shall be notified in writing of their inclusion in the insider list and of the obligations arising therefrom, as well as of the sanctions applicable to insider dealing and the unlawful disclosure of inside information.
9. Closed window
Admicom follows a 30-day closed window before its earnings releases. During the closed window, persons belonging to the Company’s insiders are not allowed to carry out, directly or indirectly, on their own account or on behalf of a third party, transactions related to the Company’s shares or any other equity or debt financial instruments. The closed window ends the day after the publication of the results.
10. Managers’ transactions
Admicom discloses the transactions of persons with managerial responsibilities and their related parties in accordance with the MAR. A person with managerial responsibilities refers to the members of Admicom’s Board of Directors, the CEO and the members of the Group’s Leadership Team. Notifications concerning the transactions of persons with managerial responsibilities and their related parties are published within the time limit specified in the MAR.
11. Compliance with the disclosure policy and changes to the disclosure policy
The CEO or a person designated by them is responsible for monitoring compliance with this Disclosure Policy. For further information on the disclosure policy, please contact the CEO and CFO.
In individual cases and for weighty reasons, the CEO may deviate from the disclosure policy within the limits permitted by laws and regulations.
The Board of Directors of the Company decides to amend this Disclosure Policy as necessary. The CEO may approve minor or technical changes to this document.