Disclosure Policy

Consti Plc Disclosure Policy

Consti Plc’s Disclosure Policy describes the key principles applicable to the Company’s disclosure obligations. Consti’s investor communication aims to provide reliable, timely and equal information in support of a fair valuation of the Company’s shares and any other financial instruments issued by Consti. Consti welcomes contacts from investors, analysts and financial media. Communication with the capital markets is primarily taken care of by the CEO and CFO.

Consti complies in its operations with the laws and regulations in force in Finland. The Company’s governance is based on compliance with the Finnish Limited Liability Companies Act, the Securities Markets Act, EU legislation, other applicable legislation, the Articles of Association, the rules and insider guidelines of Nasdaq Helsinki and guidance issued by the authorities. In addition, Consti complies with the Finnish Corporate Governance Code for listed companies issued by the Securities Market Association, as in force from time to time.

Consti’s official reporting language is Finnish. All official material related to the disclosure obligation of a listed company, as well as investor news, is also published in English. Press releases may be published in Finnish only.

Principles of investor communication

Consti is committed to acting in a transparent, credible, proactive and consistent manner in all communication situations. Consti makes sufficient information available to investors, equally and consistently, on matters that are likely to have a material effect on the price of the financial instruments issued by Consti.

Consti does not comment on the forecasts or views of analysts and investment researchers, or on the level of results compiled into any consensus estimate. The material used in investor and analyst meetings and results presentations is, as a rule, kept available to investors on the Company’s website and as up to date as possible. Information provided in such meetings and events is based on information already published by the Company or otherwise generally available in the market.

Communication channels

In its investor communication, Consti primarily uses stock exchange releases, investor news and press releases. The release category is selected based on the nature and materiality of the matter to be disclosed and the Company’s internal guidelines.

Inside information concerning the Company and other information that, under applicable regulations, must be disclosed in a stock exchange release are published as stock exchange releases. Stock exchange releases are submitted to Nasdaq Helsinki, the officially appointed mechanism and key media, and are also published on Consti’s investor website at investor.consti.fi/en/.

Consti publishes as investor news business-related events that do not meet the requirements for the disclosure of inside information or other stock exchange disclosures but are considered to have news value for investors. Investor news is submitted to Nasdaq Helsinki and key media, and is also published on Consti’s investor website at investor.consti.fi/en/.

Press releases are used to disclose information and events that do not meet the criteria for a stock exchange release or investor news but are considered to be of general interest to investors, customers or other stakeholders. Press releases are submitted to key media and are generally published on Consti’s website at www.consti.fi.

Financial information

Consti reports financial information and key figures for the total Group’s business as one reporting segment. In addition, net sales are reported for each business area. Consti may report more detailed information in its annual report.

Consti publishes regularly as stock exchange releases its financial statements bulletin, half year financial report, interim reports for the first and third quarters as well as the financial statements and Board of Directors’ Report. Information on the publication dates of the half-year financial report, interim reports, financial statements bulletin and financial statements is made public with a stock exchange release prior to the end of the previous fiscal year. For the financial statements, the publication information specifies the week during which the complete financial statements will be ready and available. In connection with the publication of the financial statements, Consti also publishes the auditor’s report as well as the Corporate Governance Statement and the Remuneration Report for governing bodies as separate reports.

The results of the fiscal year and interim reports may be presented at a press conference for capital market and financial media representatives at the Company's discretion.

Consti’s Board of Directors defines and evaluates the Company’s long-term financial targets in connection with the strategy process. The Company reports on its long-term financial targets annually as part of the Board of Directors’ Report and in the narrative sections of the half-year financial report, interim reports and financial statements bulletin. Any changes to the long-term financial targets are disclosed with a stock exchange release.

Consti may give guidance on its financial outlook as well as estimates on the development of its annual net sales or profit in its financial statements bulletin. The outlook or the profit estimate may be numerical or verbal and it may relate to net sales, operating result, balance sheet or cash flow. The estimates presented by the Company are based on the Company’s view of future development at the time of publication and are, as a rule, given for the current financial year. A published estimate may be revised during the financial year in connection with the interim reports or the half-year financial report, provided that the revision is not likely to have a material effect on the price of the Company’s financial instruments.

When a change in the financial outlook constitutes inside information, it is disclosed as a profit warning with a stock exchange release.

The Company issues a profit warning as soon as possible when it assesses that its financial position, profitability, net sales or another financial or business-related indicator has changed significantly compared with what was previously disclosed, and disclosure of such a deviation would be likely to have a significant effect on the price of the Company’s shares or another financial instrument issued by Consti. A profit warning is also issued if the development of net sales or operating result deviates materially from the guidance or signals provided to the market, or if the market clearly has an incorrect expectation of the Company’s result. The need to issue a profit warning is assessed on a case-by-case basis.

Disclosure thresholds

Consti discloses customer contracts, corporate transactions, managers’ transactions, profit warnings, litigation and regulatory actions according to the following criteria, in compliance with applicable legislation, the rules and guidelines of Nasdaq Helsinki and guidance issued by the authorities.

Customer contracts

Significant projects as well as significant service and maintenance agreements are disclosed once the agreement has been signed or its conclusion is considered sufficiently probable. Projects and service and maintenance agreements that constitute inside information are disclosed by means of a stock exchange release. In addition to a project of significant value, a customer contract disclosed in a stock exchange release may also involve significant geographical expansion or a significant new service. Information concerning projects and service and maintenance agreements that does not constitute inside information may be disclosed by means other than a stock exchange release or may not be disclosed at all if so agreed with the customer or if the Company does not have permission to disclose the information.

Corporate transactions and/or expanding services

Consti discloses significant acquisitions or sales of companies or business units as inside information by means of a stock exchange release. In addition to the monetary size of the transaction, the criteria for significance may include a strategically important transaction that would be likely to have a significant effect on the price of Consti’s financial instruments if disclosed, as well as intra-group reorganisations assessed to have such an effect. Less significant transactions are disclosed as investor news at the Company’s discretion. The same principles apply to divestments.

Investor news or press releases can be used to disclose customer contracts, corporate transactions or other information that does not fulfil stock exchange release criteria, but which is deemed to be of general interest to investors, customers or other stakeholders.

Litigation and regulatory actions

Significant claims and other legal proceedings initiated by or against the Company are disclosed as inside information by means of a stock exchange release if the information, if disclosed, would be likely to have a significant effect on the prices of financial instruments issued by the Company. The Company also discloses the commencement of legal proceedings concerning it, or a decision or prohibition issued by a court or another authority, if its disclosure would be likely to have a significant effect on the prices of the Company’s financial instruments.

In general, Consti does not comment on rumours concerning the Company, except where a rumour clearly relates to inside information the disclosure of which has been delayed, or to undisclosed inside information relating to intermediate steps of a protracted process, and the rumour is sufficiently accurate to indicate that the confidentiality of that information is no longer ensured, in which case Consti discloses the inside information by means of a stock exchange release. Consti also comments on a rumour that is being spread in the market deliberately with the intent to cause harm. If it is apparent that a market rumour or estimate is clearly based on incorrect or erroneous information, or is in conflict with a previous public announcement or other communication by the Company on the same matter, and this has, in the Company’s assessment, a material effect on the price of its financial instruments, the Company may correct the information at its discretion. Otherwise, for example, profit forecasts or rumours of possible company or business transactions are not commented on.

Silent period and closed window

The Company observes a silent period of 30 days prior to publication of its financial results (corresponding in duration to the closed window), during which Company representatives do not meet with capital markets representatives or financial media and do not have contact with them in any other manner, nor comment on the Company’s financial position, market situation or outlook, or arrange investor or analyst meetings. Exceptions are stock exchange releases required by regulations and related communication, as well as communication at a general meeting.

Changes and maintenance

The CEO is responsible for overseeing Consti’s Disclosure Policy and deciding on any possible deviations from it.

Consti’s Board of Directors decides on amendments to this Disclosure Policy. However, Consti’s CEO is authorised to approve minor or technical amendments to the Disclosure Policy.