Disclosure policy

1. Introduction

The purpose of the disclosure policy is to define the internal and external practices related to communications and investor relations that Evli Plc (hereinafter “Evli”) will observe in its external communications. In its communications, Evli complies with the rules, guidelines and regulations of NASDAQ OMX Helsinki and the Financial Supervisory Authority, as well as the obligations of listed companies under the Finnish Limited Liability Companies Act, the Finnish Securities Markets Act and other legislation.

Evli Plc’s Board of Directors approved the disclosure policy on March 25, 2022. The disclosure policy is available on the company’s website (www.evli.com) in Finnish and English.

Objectives and main disclosure principles

The purpose of Evli's disclosure policy is to ensure that all market participants have access, simultaneously and without delay, to consistent, relevant and adequate information on the factors affecting the value of Evli's share. All communications are also based on Evli's values and the company's own corporate governance principles.

Evli observes the following principles in providing information to the markets:

  • Information is based on facts
  • Information is published without delay
  • Communication is systematic and accurate
  • Communication is impartial and transparent.

2. Decision-making and preparation regarding communications

The CEO is responsible for the monitoring and interpretation of Evli’s disclosure policy. The company’s CEO, CFO and IR Manager bear the operating responsibility for the practical implementation of the disclosure policy. The ultimate decision-making power regarding external communication is vested in the Board of Directors, which approves and confirms the disclosure policy.

Releases that are covered by the periodic and other disclosure obligations are approved by the company’s Board of Directors. Stock exchange releases and press releases are approved by the CEO or CFO. Predetermined releases regarding the transactions of the company's managers and their closely associated persons can be approved by the IR Manager.

The financial reports and any related supplementary materials that are covered by the regular duty of disclosure are compiled by the CFO. Stock exchange releases and any related supplementary materials are prepared by the IR Manager together with the financial organisation and the business areas’ management before submitting drafts to be decided upon by the CEO or Board of Directors.

The company’s official reporting languages is Finnish. All stock exchange releases and other official materials are also published in English, as a matter of principle.

3. Periodic and other disclosure obligations

The company publishes all decisions and matters that concern its operations that may have a material effect on the value of the company’s securities in a stock exchange release within the framework of periodic or other disclosure obligations.

3.1 Periodic disclosure obligation

Evli publishes information that is published regularly and without delay. The information will be disclosed once it has been confirmed and a decision on disclosure has been made by the Board of Directors or another competent body of the company. The reports covered by the periodic disclosure obligation include key information about financial status, earnings and their development. Evli regularly publishes the following information:

  • Interim reports quarterly on the date notified in the company’s annual calendar.
  • The financial statements, Board of Directors’ report, and auditors’ report during the week specified in the annual calendar, no later than three weeks before the annual general meeting of shareholders that decides on its confirmation.
  • A report on the corporate governance system either as a part of the annual report or as a separate report on the date of publishing the annual report.
  • A remuneration report in good time before the annual general meeting.

The law contains provisions on the latest times of publication. These are taken into account when preparing the annual calendar. Evli will publish the annual calendar as a stock exchange release before the beginning of the financial year.

3.2 Other disclosure obligations and other matters to be communicated in a stock exchange release

The Company also publishes according to other disclosure obligations all decisions and matters that concern the company and its operations that may have a material effect on the value of the company’s share (“material information”). This information may include, for example:

  • Material changes in the future outlook (positive and negative profit warnings)
  • Strategic changes
  • Substantial investments and financing arrangements
  • Substantial organisational changes and changes in the composition of the Board of Directors or the management team and change in the auditor
  • Substantial litigation or other regulatory proceedings and decisions issued in these
  • Substantial acquisitions, divestments and joint ventures
  • Business restructuring
  • Acquisition of own shares
  • Introduction of share-based incentive programs
  • Transactions by the listed company and its closely associated persons

The company also provides notification through stock exchange releases about:

  • Invitation to the annual general meeting of shareholders
  • Decisions of the annual general meeting of shareholders
  • Share-based incentive systems
  • Disclosure notifications

In exceptional circumstances, the company may have a reason to defer disclosure by decision of the CEO or CFO if the conditions for deferral under the Market Abuse Regulation are met. Deferral of disclosure is possible if disclosure of the information could jeopardise Evli's legitimate interests, the deferral of disclosure will not mislead investors and Evli will be able to guarantee that the information will remain confidential.

4. Financial reporting

Evli prepares the financial reports it publishes regularly in compliance with IFRS standards. Evli reports at the Group level. The company also has two operating segments, which are the Wealth Management and Investor Clients segment and the Advisory and Corporate Clients segment. In addition, the company has Group Operations, which support these segments. Evli reports on the operational development of its businesses regularly. The financial reports are prepared by Evli’s finance organisation.

4.1 Silent period

Financial reports published regularly are always preceded by a silent period that starts 30 days before the date of publication of the next financial report. During this time, Evli does not give any comments regarding the company’s financial status, the markets, or the future outlook. During the silent period, the representatives of the Group’s senior management do not meet investors, analysts or other market operators, and do not give interviews regarding the company’s financial status. The dates of the profit reporting and silent periods are published in the investor calendar on Evli’s investor relations page.

If an event during the silent period requires immediate publication, Evli will publish the information without delay in accordance with regulations regarding the disclosure obligation, and may comment on the event in question.

4.2 Financial statements bulletin and interim report

Evli reports about the company’s financial development, development of profitability, balance sheet status and financial status and outlook primarily in its interim reports, including the financial statements bulletin. The reports include the figures from the beginning of the current year to the end of the review period, the figures for the previous quarter, and comparison figures for both periods. The interim reports also report on the assets under management and their development, significant events during the review period, risks and substantial uncertainty factors, and the future outlook.

4.3 Annual report

The annual report is published annually no later than three weeks before the Annual General Meeting. The general section of the annual report includes, among other things, information on the company’s main events during the year under review and the CEO’s review. The financial statements section of the annual report is divided into the consolidated financial statements and the parent company’s financial statements. The financial statements contain the income statement, balance sheet, cash flow statements and notes to the financial statements, for example. In addition, a Corporate Governance Statement, Remuneration Policy and Remuneration Report will be published in connection with the Annual Report at the frequency required for listed companies. The official audited consolidated financial statements are available on Evli’s website (www.evli.com) no later than three weeks before the Annual General Meeting.

4.4 Financial objectives and performance management

Evli’s Board of Directors determines the company’s financial objectives and assesses the need for change. Changes in financial objectives are notified with stock exchange releases or in conjunction with interim reports.

Evli reports about its future outlook by giving an annual estimate of probable future developments in the Board of Directors’ report, which is published in a stock exchange release. Evli also evaluates its future development in interim reports and financial statements bulletins. Because of the poor predictability of the financial markets, the company does not give detailed earnings forecasts, but strives to provide a general picture of the future outlook to the best of its ability.

Evli monitors the markets’ earnings expectations. Evli does not correct analysts’ forecasts and does not comment on the company’s valuation or share price performance. If market expectations and predictions diverge substantially from the estimates given by the company, Evli will pay special attention to the accuracy of its communications and on explaining its earnings logic.

4.5 Profit warnings

Evli will publish a profit warning without delay if the company is of the opinion that its financial position and/or future outlook will diverge substantially, either positively or negatively, from information published by the company earlier, and such a divergence may have a substantial effect on the value of the company’s share.

A decision to issue a profit warning is based on information previously provided by Evli, and the prevailing market conditions are also taken into account when doing so. The decision on issuing a profit warning is made by the company’s Board of Directors.

5. Releases and communications channels

The company's releases fall into two categories: stock exchange releases and press releases. The information category is selected on the basis of the materiality and significance of the information and in accordance with the company's internal guidelines.

5.1 Stock Exchange Releases

The Company discloses in a stock exchange release, within the framework of periodic and other disclosure obligations, all decisions and matters concerning its operations that are likely to have a material effect on the value of the share (“material information”) without delay. The content of stock exchange announcements is described in more detail in Chapter 3.

5.2 Press Releases

The company announces in press releases events related to its business that do not meet the requirements specified in the stock exchange release, but which are considered to be newsworthy or which are otherwise estimated to be of interest to the company's stakeholders.

5.3 Channels and newsletter distribution

Evli's main investor information channel is the company's website (www.evli.com), which is equally accessible to all investors. The purpose of the Investors section of the website is to convey accurate and up-to-date information about Evli as an investment object and it is divided into several sub-sections. The Investors section contains information on the company's shares, financial development, ownership and management, as well as IR materials, aimed in particular at shareholders and analysts. All Evli releases are available on the website for at least ten years after their publication.

In order to ensure a fair and simultaneous distribution of information, the company will make the material used in, among other things, investor and analyst meetings available on the website as timely as possible. The Company may also disclose information that is not defined as “material information”.

Evli utilises social media in its communications. Social media is never the primary channel of communication for the disclosure of information or other new information. The role of social media is to support other channels and further share information published in official channels. Evli has internal guidelines for the use of social media in the company's communications.

6. Media relations and representation of the company

6.1 Meetings with media and interview requests

Evli strives to reply to media queries as quickly as possible and to meet media representatives actively. Evli’s communications team coordinates media meetings. Evli’s senior management or other company representatives participate in the meetings, depending on the subject. The objective of the meetings is to provide background information on Evli, its operations and its operating environment.

Discussions with the media are based on market information that has previously been published by Evli or that is otherwise generally available. In individual statements, information that diverges from information previously published by Evli or complementary information that may form new relevant information when combined with previously published information must not be provided.

6.2 Evli’s representatives in the media

Only authorised persons may issue public statements related to Evli. Only the CEO, CFO, and Chairman of the Board may comment about Evli’s strategy, earnings, financial objectives and their development.

Evli has also named representatives who have the right to issue statements on behalf of the company. The named representatives are:

  • The CEO and Chairman of the Board in all matters related to the company
  • The CEO and CFO in matters related to the company’s financial performance, in particular
  • The managers of the business units in matters regarding the services and products of their respective businesses
  • Evli’s analysts, portfolio managers and other employees can give statements regarding the product or service they represent
  • The IR Manager is responsible for media relations

The CEO or other company management do not comment on matters that concern the company’s Board of Directors. The Board of Directors is represented by the Chairman of the Board.

Evli’s representation in social media is determined in the internal guidelines on the use of social media.

6.3 Rumours and information leaks

Evli does not generally comment on rumours circulating on the markets, share price performance, the operations of competitors or business partners, or analysts’ estimates, unless it is essential to rectify relevant and clearly incorrect information that could have a substantial effect on the value of the company’s share.

In the company, events and situations in which an information leak could take place are monitored internally. Extra attention is paid to avoid information leaks in all insider dealings. If confidential information regarding Evli and information that has a substantial impact on the value of the company’s share is leaked, the company will issue a release on the matter without delay. In this case, the CEO will make the final decision on the publication of the information.

6.4 Contacts with investors and analysts

Evli strives to respond to investors’ and analysts’ questions without delay, and meets them regularly to give updates about the company, its operating model, strategy and financial performance. The IR Manager prepares the presentation materials for the meetings, carries out market and shareholder monitoring, and collects investor feedback for use by the company’s Board of Directors and management. The discussions of the investor meetings are based on information that has already been published or is generally available in the market. New information that may affect the value of the company’s share is not revealed.

7. Crisis communications

Evli has a separate contingency plan for crisis situations. The contingency plan contains a crisis communications plan that is updated regularly. In the event of a crisis, the company’s CEO must be notified of the matter without delay. Based on the scope and nature of the crisis, the company’s CEO will appoint a crisis management group to manage the situation and communications.