Disclosure policy

Tokmanni Group Corporation’s Disclosure Policy

Introduction

This policy describes Tokmanni Group Corporation’s (“Tokmanni”) operating principles and procedures for communication with capital market representatives. Tokmanni aims to give all market participants simultaneous and timely access to the information they need in such a manner that they can determine the value of the Tokmanni shares in an informed manner.

The Tokmanni shares are listed on the official list of Nasdaq Helsinki Ltd, and Tokmanni follows the rules and recommendations of the exchange, the regulations set forth in the Finnish Companies Act and the Finnish Securities Market Act and other relevant laws, as well as the regulations and guidelines issued by the Finnish Financial Supervisory Authority.

This disclosure policy, which is approved by the Board of Directors of Tokmanni, aims to ensure a broad understanding of Tokmanni’s disclosure obligations and limitations.

Policy history:
First approved 17 June 2014
Amended 28 February 2016, 3 July 2017
Clarified 30 October 2019

Objectives and principles of communications

In its communications, Tokmanni complies with the Finnish and EU legislation, Nasdaq Helsinki Ltd’s rules, the regulations and guidelines issued by the Finnish Financial Supervisory Authority (FSA), and the Finnish Corporate Governance Code. As per the EU Market Abuse Regulation (MAR), Tokmanni shall inform the public as soon as possible pf inside information which directly concerns Tokmanni, or delay such disclosure in accordance with the regulation. 

Tokmanni is committed to transparency in information disclosure and aims to be consistent and accurate in communication with its stakeholders. All communications are performed in a credible, proactive, unbiased and timely manner. Tokmanni has the same approach towards positive and negative issues. The aim in communicating with all stakeholders is to ensure that they gain a true and fair view of the company’s financial position and operations in order to better understand Tokmanni and its business.

Information is disclosed to the market according to the following principles:

• disclosures are carried out as soon as possible;
• communication is consistent and accurate and enables its recipient to assess its impact on the company’s financial standing and future
• all stakeholders receive information simultaneously and the information is made public in a strictly controlled manner,  first to Nasdaq Helsinki Ltd and major public media, and only thereafter to any other parties;
• all releases are published at the company website and archived there for at least 5 years; 
• and all information is published in Finnish and English.

In accordance with the provisions of MAR, Tokmanni can delay the public disclosure of inside information, provided that all conditions below are met:

• immediate disclosure is likely to prejudice the legitimate interest of Tokmanni;
• delay of disclosure is not likely to mislead the public;
• and Tokmanni is able to ensure the confidentiality of the information.

The decision to delay the disclosure of such information is made and recorded in accordance with Tokmanni’s internal guidelines.

Disclosure channels

The main source of information about Tokmanni is the company’s web site at ir.tokmanni.fi.

Communication practices

Tokmanni discloses information about its financial situation according to a schedule announced in advance. The publication dates for the upcoming financial period are announced prior to the close of the on-going financial period

Contacts with investors, analysts and media

Tokmanni actively meets with representatives from capital markets and media and aims to respond to inquiries from investors, analysts and media without delay. Tokmanni’s official investor relations spokespersons are the CEO, the CFO and the Head of IR and Communications. They have the right to comment on all Tokmanni matters, including the Group strategy, financials, market development and demand, major strategic initiatives and corporate views. Other executives can participate in communications and investor relations activities if so requested by the investor relations spokespersons and they have the right to comment on their responsibility area.

Financial targets and guidance 

In conjunction with the annual strategy process, Tokmanni’s Board of Directors assesses the need to revise the company’s financial targets. Changes in financial targets are published in a stock exchange release.

Tokmanni guides the market on the company’s prospects on an annual basis. The financial outlook includes a (verbal) management’s estimate on net sales and EBITDA development for the financial year and market outlook, which is based on management’s current view on the operating environment and market trends. The outlook is communicated at the latest with the publication of the Q4 financial statements bulletin.

Tokmanni does not provide other forward-looking information than what is disclosed on the official company’s market outlook and financial guidance.

Profit warnings

A profit warning will be issued without undue delay if the company’s view on the development of its profits or financial position, its estimate on net sales or EBITDA or other similar future outlook statement has changed significantly in either a negative (negative profit warning) or positive way (positive profit warning) than expected in the disclosed guidance. Tokmanni’s CEO will estimate and decide together with the Chairman of the Board of Directors on the need to issue a profit warning. The assessment of change is based on Tokmanni’s previously issued forecasts, taking into consideration the outlook and prevailing market situation. Profit warnings are always published as stock exchange releases.

Silent period

Tokmanni observes a three-week (21 days) silent period prior to publication of financial results. During this time, Tokmanni does not comment on the company’s financial situation, markets or future outlook. During the silent period, Tokmanni’s executives and employees do not meet with representatives of capital markets or financial media, nor do they comment on issues related to the company’s financial situation, market outlook or business prospects.

Financial disclosure

As a principal rule, Tokmanni publishes first quarter and third quarter updates with information about the financial situation, balance sheet and financial position, outlook, EBITDA development or other essential issues related to Tokmanni’s operations and operating environment and comprehensive  interim reviews on a half year basis. If any new information which is deemed to have a material impact on the company’s securities is given in between publication of these reviews, it is always published as a stock exchange release.

All reports, financial statements and Tokmanni’s reporting schedule are published on Tokmanni’s IR-site ir.tokmanni.fi and archived for ten years. Tokmanni’s financial information and key figures are disclosed on group level, as the company has only one reporting segment. Tokmanni’s official reporting language is Finnish. All official materials are published in Finnish and English.

Managers’ transactions

Tokmanni publishes notifications of all transactions conducted by persons discharging managerial responsibilities (PDMR) and persons closely associated with in accordance with the provisions of the MAR. Persons discharging managerial responsibilities refer exclusively to members of the Board of Directors, the CEO, the deputy to the CEO and the CFO of Tokmanni Group Corporation. Notifications of transactions by persons discharging managerial responsibilities and persons closely associated with them are published within three business days from the date of the transaction.

Changes in shareholdings and flagging notifications

Under the provisions of the Finnish Securities Market Act (Chapter 9, Section 5) shareholders of listed companies have an obligation to notify both the Finnish Financial Supervision Authority and the listed company of changes in their holdings. Changes must be disclosed when the holding reaches, exceeds or falls below 5%, 10%, 15%, 20%, 25%, 30%, 50%, 67% or 90% of the voting interest in, or its percentage ownership of, the total number of shares in the company or when the shareholder has on the basis of a financial instrument the right to receive an amount of shares that reaches, exceeds or falls below any such threshold. Tokmanni will publish these changes in a stock exchange release without delay after the management has been informed of the change by a shareholder.

Public announcements (stock exchange releases)

Matters, which contain inside information and may have a material impact on the value of the Tokmanni share, or other Tokmanni financial instruments, are disclosed to the Nasdaq Helsinki Ltd stock exchange, the FSA and key media as soon as possible.

Such matters may include (the list is not exhaustive):

• major changes in strategy;
• significant acquisitions or divestments of operations (>3% of Tokmanni net sales);
• major investment projects and their progress;
• new product categories;
• major reorganizations;
• significant changes regarding joint ventures;
• significant rationalizations, redundancy programs or closures;
• financial or operational impacts of industrial action, strikes, fires or other major incidents;
• decisions taken by the authorities or courts of law affecting Tokmanni’s business;
• changes in Board of Directors, the CEO, the deputy to the CEO and the CFO of Tokmanni Group Corporation.

Press releases contain information regarding Tokmanni’s business operations, that may not have material impact on the value of Tokmanni’s share, but is assessed to be of interest for investors and media.

Such press releases can regard for instance:

• smaller acquisitions within Tokmanni’s current field of business (1-3% of Tokmanni’s net sales);
• operative partnerships and cooperation agreements;
• new store openings in Finland;
• development of new concepts;
• changes in the executive group (other than the PDMR);
• recognitions;
• participation in events and fairs.

These releases are mainly published in Finnish, but can also be published in English depending on the relevance to the market.

Insider guidelines

In issues related to insider information, Tokmanni complies with the requirements of the MAR, the Insider guidelines of Nasdaq Helsinki Ltd. and Tokmanni’s Insider guidelines.

Persons discharging managerial duties, i.e. members of Tokmanni’s Board of Directors, Tokmanni’s CEO and the Deputy to the CEO as well as Tokmanni’s CFO are prohibited from trading of the Tokmanni financial instruments 30 days before and on the day of the publication of the financial statements bulletin, interim report or business review (the so called closed window). Should the reports mentioned above be published more than 30 days after the end of the quarter, the closed window starts at the end of the quarter. In addition, Tokmanni’s Insider Policy recommends that insiders may trade in Tokmanni’s securities and perform other measures related to these securities during the "21-day period" (open window) that begins after the disclosure of the result for the period or the disclosure of a business or interim report by means of a financial statements release, provided that the insider does not have other undisclosed insider information and that the insider is not included in a project-specific insider register during that time. Trading may also be possible outside the defined open window, with the permission of Tokmanni’s CFO (responsible for Tokmanni’s insider management). Outside the open window, trading is permitted only if the person concerned receives a written evaluation from the CFO that there are no barriers to trade. The evaluation is valid for seven days, during which the trading should take place.

When significant projects are at the preparation stage, the company draws up an insider list for the projects concerned. Insiders are given written notification of their status as insiders and instructions on the obligations that apply to insiders.

Crisis communication 

Tokmanni will communicate quickly, openly and honestly in all crisis situations. It is important that communications are handled professionally in all crisis situations. The failure of crisis communications is the most common reason for an escalated crisis situation.Tokmanni’s Crisis Management Guidelines define the main principles for crisis communications and responsibilities in crisis management.

Rumors, market speculations and leaks

Tokmanni does not comment on any rumors circulating in markets, share price development, actions of competitors or customers, or analyst estimates. However, if such information is estimated to have a material impact on the value of Tokmanni’s share, Tokmanni may evaluate a need to issue a stock exchange release to correct relevant or clearly incorrect information or rumors. 

Interpretations and deviations

All Tokmanni’s releases and financial reports are the property of the company, and, ultimately, Tokmanni always decides on their content. At the same time, Tokmanni respects the views of its customers and other business partners in terms of information content. Tokmanni’s CEO is responsible for overseeing and interpreting Tokmanni’s disclosure policy. The CEO or a person authorized by him gives further instructions on the practical implementation of the policy. The CEO is entitled to deviate in specific cases from the policy for weighty reasons within applicable laws and regulations.