Investors

Disclosure policy

1. BACKGROUND

This Solar Foods Oyj's (“Solar Foods” or “the company”) disclosure policy describes the responsibilities, key principles and policies related to communication and investor relations that the company applies in its communication with capital market players and other stakeholders.

The company's share has been listed on the Nasdaq First North Growth Market Finland since 10 September 2024. In its communications, the company complies with EU and Finnish legislation, the rules and insider guidelines of the Nasdaq First North Growth Market Finland marketplace, the relevant regulations and guidelines of the Financial Supervisory Authority, and the company’s internal policies and guidelines.

The company is not obliged to comply with the recommendations of the Corporate Governance Code (2020) maintained by the Finnish Securities Market Association. However, the company endeavours to comply with the recommendations of the Corporate Governance Code where applicable but does not report its deviations from the recommendations.
The disclosure policy has been approved by the Board of Directors on 18 July 2024. The disclosure policy is reviewed and updated when necessary.

2. PRINCIPLES AND OBJECTIVES add

The objective of Solar Foods’ disclosure policy is to ensure that information is properly disclosed. The key principles of Solar Food's communications are transparency, impartiality, consistency, and reliability.

The following principles are applied in the disclosure of important information:

  • Information is released as soon as possible. However, the disclosure of inside information may be delayed if the conditions specified in regulations are met.

  • Communication is based on facts.

  • Communication is consistent and precise, allowing the recipient of the information the ability to assess its impact on the company's financial situation and future.

  • Positive and negative issues are reported in a balanced manner.

  • Investors are given realistic expectations of future development over different time periods and of the risks associated with the development.

  • This information is published simultaneously to all stakeholders as required by regulation and in a strictly controlled manner.

  • The company keeps published company releases on its website for at least five years. The company keeps financial reports on its website for at least 10 years.

The objective of communication is to support the correct price formation of Solar Foods’ share by providing the capital market with accurate, adequate, precise, and timely information on the company's strategy, objectives, operating environment, business development, and financial position. The aim is to ensure that all market participants have relevant and sufficient information at their disposal, simultaneously and without delay, to determine the value of Solar Foods' share.

3. RESPONSIBILITIES AND ORGANIZATION add

Solar Foods' CEO and CFO handle communication with investors, analysts and the media concerning the company. Solar Foods' CEO and CFO comment on the company's financial situation, markets and future outlook. Members of the Management Team and experts may give opinions on matters within their area of responsibility in accordance with the instructions they receive. Solar Foods announces in company and press releases those persons who provide additional information on the relevant release.

Communication department is primarily responsible for media relations.

The CEO, CFO, and Communications Director are responsible for preparing communication materials on a case-by-case basis. The releases are distributed by Investor Communications, which operates under the authority of the CFO.

Solar Foods' Board of Directors approves the releases related to financial reports, the notice to the General Meeting and disclosure of inside information. The Board of Directors decides whether to issue a profit warning unless urgency requires a decision from the CEO. The Chairperson of Solar Foods’ Board of Directors, together with the CEO, decides on the disclosure of inside information or on the adoption of a deferral decision if the conditions set out in Article 17 (4) of the Market Abuse Regulation ((EU) No 596/2014) are met.

The CEO, CFO and Investor Communications are responsible for fulfilling the disclosure obligations of Solar Foods.

4. COMMUNICATION CHANNELS AND LANGUAGE add

Company releases are published simultaneously on the marketplace and the company's website. They are also simultaneously distributed to key media and to subscribers of releases.

The main channel for investor communications is the company's website. Solar Foods aims to provide comprehensive information on its website to enable investors to form a true and justified view of the company. The website also contains the materials of earnings releases and other investor events, which are published on the website in the timeliest possible fashion. Solar Foods keeps published company releases on its website for at least five years. The company keeps financial reports on its website for at least 10 years.

The company meets regularly with investors and equity analysts in events and meetings where the company, its business model, strategy, and financial results are presented. The information provided by Solar Foods’ management to investors and analysts in meetings and company presentations is limited to facts that have already been published or are generally known on the market.

The material covered by the company’s disclosure obligation is published in both Finnish and English.

5. DISCLOSURE OF REGULATED INFORMATION add

Disclosure of regulated information refers to mandatory communication based on legislation or rules of the marketplace. Regulated information is published in a company release. The basic information of the company release shall include the annotation “Inside information” when the release concerns inside information.

5.1 INSIDE INFORMATION

In accordance with the Market Abuse Regulation, Solar Foods publishes inside information concerning the company as soon as possible or delays disclosure as defined in the regulation. The company can delay disclosure if immediate disclosure is likely to jeopardize the legitimate interests of the Company, delaying disclosure is unlikely to mislead the public, and the Company is able to guarantee the confidentiality of this information. Delaying of disclosure of inside information and related processes are discussed in more detail in Solar Foods’ internal insider guidelines.

Inside information is information that is precise in nature and undisclosed information related directly or indirectly to the issuer and that would be likely to have a significant effect on the price of the financial instrument in question or on the prices of related financial derivatives if made public. Information that would likely have a significant impact on the prices of financial instruments or related financial derivatives refers to information that a reasonable investor would be likely to use as a basis for their investment decision.

Inside information may include:

  • significant acquisitions, divestments, joint venture agreements and financial arrangements

  • significant customers and partnerships

  • significant strategic changes

  • significant investment decisions

  • significant legal proceedings or other official proceedings and decisions taken therein.

5.2 FINANCIAL REPORTS

Solar Foods annually publishes a half-year report and a financial statements bulletin according to a predefined schedule. In addition, the company publishes its Financial Statements and Annual Report. The release dates for the next financial year are published before the end of the previous financial year and are available on the company's website.
Solar Foods publicly reports information at Group level because the company has no reporting segments.

5.2.1 FUTURE OUTLOOK

The company publishes an assessment of its likely future development in its annual report and the reports subject to the regulated disclosure obligation. Solar Foods does not provide earnings guidance for the current financial year but describes its outlook and related risks more generally (general future outlook).

5.2.2 PROFIT WARNING

Solar Foods continuously monitors the development of Solar Foods Group’s performance and financial position and assesses their likely future development. Solar Foods issues a profit warning or earnings revision if the development of the company's result or financial position is clearly weaker or better than expected. The profit warning or earnings revision is published without undue delay in a company release when the company expects that the result is likely to differ materially from what can be reasonably expected based on financial information previously published by the company. Issuing of a profit warning or earnings revision cannot be delayed.

5.3 OTHER REGULATED INFORMATION AND SPECIAL SITUATIONS

Solar Foods also communicates on other issues that comply with the Market Abuse Regulation and the rules of the marketplace, such as changes in management and share-based incentive schemes. Of these, communication on management transactions is discussed in more detail below.

5.3.1 MANAGEMENT TRANSACTIONS

According to the Market Abuse Regulation, persons in managerial positions and their related parties shall report without delay, and at the latest within three working days, on any transactions they make on their own behalf pertaining to Solar Foods’ shares or related financial instruments to Solar Foods and the Financial Supervisory Authority. Persons holding management positions refer to the members of Solar Foods' Board of Directors, the CEO, the CFO and the CTO. Notifications of the transactions by persons in managerial positions and their related parties are published without delay and no later than two working days after the date on which the transaction was reported to Solar Foods.

5.3.2 CHANGES IN SHAREHOLDINGS AND FLAGGING NOTIFICATIONS

Solar Foods publishes notifications of changes in shareholdings in accordance with the Securities Market Act.
Changes in shareholdings are published when the holding reaches, exceeds or falls to 5, 10, 15, 20, 25, 30, 50 or 90 per cent or two-thirds of the voting rights or the total number of shares in the target company. Notices of changes in shareholding are published without undue delay.

5.3.3 RUMOURS, ACTIONS BY OTHERS AND INFORMATION LEAKS

Solar Foods does not comment on market rumours, share price development, actions by competitors or customers, nor analyst estimates. However, Solar Foods may consider publishing a company release to correct rumours or materially incorrect information if the rumours have a significant impact on the value creation of the company’s share price. Solar Foods also does not comment on confidential or pending issues. However, if information that materially affects the value of Solar Foods’ financial instrument has leaked prematurely, the company will publish a company release on the issue as soon as possible.

6. DISCLOSURE OF NON-REGULATED INFORMATION add

Solar Foods reports on events related to its business that do not meet the requirements of a company release but are estimated to have news value or otherwise be of interest to the company's stakeholders. Such information is disclosed in press releases or other unofficial channels.

7. RESEARCH PUBLISHED CONCERNING THE COMPANY add

Solar Foods may publish estimates and research compiled by analysts on its website. Analysts’ assessments and estimates concerning the company are their own and do not represent the assessments and estimates of Solar Foods or its management. Upon request, the company can only check research compiled by an analyst in terms of the accuracy of the facts and published information. The company does not comment on forecasts made by capital market representatives, on the company's valuation or on the development of the value of financial instruments.

8. COMMUNICATION IN EXCEPTIONAL SITUATIONS add

Solar Foods has complied crisis communication instructions to provide correct and timely information to management, employees, and other stakeholders of the company in the event of a crisis. The role of crisis communications is to support crisis management by providing expertise and the right information to key audiences. If Solar Foods assesses that an exceptional situation is of material importance to investors, it will be communicated with investor news or a company release, as appropriate.

9. INSIDER GUIDELINES add

In issues related to insider information, in addition to applicable legislation and standards of ESMA (European Securities and Markets Authority), Solar Foods applies the Guidelines for Insiders issued by Nasdaq Helsinki Ltd. Solar Foods also applies Insider Guidelines, approved by the Board of Directors, according to which the company's managers and other persons defined by Solar Foods are not allowed to trade in financial instruments issued by the company for 30 days (the so-called closed window) prior to the publication of the half-year report or financial statements release.