Disclosure policy
Merus Power’s disclosure policy
All communications of Merus Power comply with the rules, guidance, and regulations of Nasdaq Helsinki and First North, the European Securities Markets Authority (“ESMA”), and the Finnish Financial Supervisory Authority, including the Market Abuse Regulation ((EU) No 596/2014, ”MAR”) as well as the obligations imposed by the Securities Markets Act, the Limited Liability Companies Act and other legislation for companies listed in Nasdaq First North.
As a listed company, it is the obligation of Merus Power Plc (”Merus Power” or ”The Company”) to offer investors sufficiently reliable, comprehensive, timely, and comparable information to make investment decisions. The company is obliged to ensure that investors have consistent, equal, and simultaneous access to timely, relevant, and sufficient information regarding the Company’s operations, operating environment, strategy, goals, and financial result to make justifiable evaluation of the Company and its financial instruments.
The Disclosure Policy was approved by the Board of Directors on May 5, 2021 and will be revised when necessary.
The goal of the Disclosure Policy is to define those central principles and operating methods, which Merus Power applies in its communications with capital markets, the media, and other stakeholders.
The key principles of the Company’s communications are timeliness, consistency, continuity, reliability, and transparency.
Roles and responsibilities
The Board of Directors is responsible for issuing the Financial Statement Release, Annual Report, Half-Year Report, and possible Profit Warnings. Additionally, the Board of Directors is responsible for publishing information mandated by the Nasdaq First North Growth Market Rulebook, such as Notice of an Annual General Meeting or a decision to issue new shares.
The Company’s CEO is responsible for publishing company announcements according to the ongoing disclosure obligation of the Company. The ongoing disclosure obligation includes, for example, significant cooperation agreements, major restructurings or investments, which, due to their size or strategic importance, meet the criteria of inside information. The Company’s CEO is responsible for publishing the business transaction of other members of the management team. The CEO approves the press releases prior to their publication.
Aktia Alexander Corporate Finance Oy serves as the Company’s Certified Adviser laid down by the rules of the Nasdaq Growth Market Rulebook (”Certified Adviser”)
Releases and statements
Company releases
Issues published by a company release include, for example, Merus Power’s financial statements, half-year reviews and inside information directly related to the Company, such as issues significantly related to the Company’s strategy, significant changes in financial or future prospects, major deals or other business events which deviate from normal business operations either by exceptional value or strategic importance as well as unexpected and significant changes in the financial situation. Company releases also include the management team’s transactions, changes in the management team, and change of the auditor.
The company are simultaneously distributed to the main media in Finnish via the press release distribution service the Company is currently using. All information is published simultaneously on the Company’s website. The company’s official language of communication is Finnish and English.
Press releases
Issues which do not meet the criteria of stock exchange releases but are nevertheless deemed to be of interest to investors or other interest groups of the Company are published as press releases.
Statements
Possible statements regarding the Company’s business, financial development, and future prospects are given by the Company’s CEO.
Future prospects and financial targets
The Company presents an estimate of its future prospects in conjunction with its financial reporting. Estimates of future prospects must be well grounded, and the reasons behind them must be presented. The future prospects must be based on due diligence.
If the Company presents financial targets in conjunction with its financial reporting, the Company shall also present a time span for reaching those targets.
The Company is to give notice of possible changes to the financial targets previously published in conjunction with its financial reporting or separately as a stock exchange release.
Silent period and closed period
Regularly published financial reports are preceded by a silent period, which starts 30 days prior to the announcement of the next financial report. During the silent period, the Company’s employees may not meet with investors or representatives of the media nor comment on the Company’s financial result, markets or outlook for the future. The silent period ends on the date of the publication of the Financial Statement Release or the Half-year Report.
Persons discharging managerial responsibilities for an issuer are subject by MAR to a closed period of 30 days before the announcement of an interim financial report or a year-end report. During this period, persons discharging managerial responsibilities are prohibited from conducting any transactions on their own account or for the account of a third party, directly or indirectly, relating to the issuer’s financial instruments.