Kempower Investors

Kempower’s disclosure policy

Approved by Kempower Oyj’s Board of Directors on 16 August 2021

This Disclosure Policy describes Kempower Oyj’s (“Kempower” or the “Company”) key principles for disclosing price sensitive information to the Company’s stakeholders and communicating with the capital markets. This Disclosure Policy applies to the Company and its subsidiaries.

In its communications, Kempower complies with Finnish legislation, the provisions contained in Regulation (EU) No 596/2014 of the European Parliament and of the Council on market abuse (Market Abuse Regulation, “MAR”), Nasdaq Helsinki Ltd’s (“Nasdaq Helsinki”) rules and guidelines as well as the guidelines of ESMA (European Securities and Markets Authority) and the Finnish Financial Supervisory Authority. The Company also complies with its internal rules and guidelines and, on a voluntary basis, the Finnish Corporate Governance Code for listed companies.

1. Disclosure Committee

To ensure the fulfilment of the Company’s disclosure obligations, Kempower has established a Disclosure Committee to monitor and set guidelines for external disclosure. The Disclosure Committee addresses the general content of external disclosure, including periodic and ongoing releases of financial and other information, their timely disclosure and their compliance with regulatory requirements. The Disclosure Committee is comprised of the Chief Executive Officer, the Chief Financial Officer (chair) and the Director of Communications. The Disclosure Committee meets on a quarterly basis and otherwise as needed. The key objective of the Committee is to ensure that all information disclosed is accurate and material as well as to ensure that public releases are disclosed simultaneously and non-selectively to all market participants. The Disclosure Committee may consult an external lawyer if necessary.

2. Key disclosure principles

Kempower aims to communicate information on the Company’s operations openly, actively, in a timely manner and non-selectively to all of its stakeholders. The Company seeks to take the special needs of all of its stakeholders into account in its communications. The objective of communications is to increase trust in the Company, enhance awareness of the Company and thereby promote the Company’s business operations. The person responsible for communications works in cooperation with the management and the rest of the organisation.

The key stakeholders include customers, shareholders, the Company’s employees and subcontractors. Other significant stakeholders include analysts, potential investors, the authorities, media representatives, prospective employees, end users and other cooperation partners.

A particular goal of Kempower’s communications is to ensure that all capital market participants have simultaneous and timely access to consistent, adequate and material information regarding material issues pertaining to the Company and its business operations that may have an impact on the value of Kempower’s financial instruments, and that the disclosed information provides an accurate and adequate picture of the Company’s operations.

The Company publishes, as a company release and without undue delay, inside information, transactions by the management and other information subject to disclosure in accordance with the rules of the marketplace. In addition, the company publishes, as a company release, other information within the scope of the periodic disclosure obligation.

In addition, news items that do not meet the requirements set for company releases but are nonetheless regarded by Kempower as being newsworthy or of general interest to its stakeholders are published as investor news or press releases, or as news on on Kempower’s website. In addition, the Company communicates to its customers, employees and cooperation partners other business-related matters that do not require a company release but are regarded as being newsworthy or otherwise of interest to the Company’s stakeholders.

3. Responsibilities and spokespersons

Kempower’s Chief Financial Officer is responsible for investor relations. The Director of Communications is responsible for communications.

Internal communications is the responsibility of the Director of Communications together with the members of the Management Team. The Director of Communications is responsible for the coordination of internal communications. The Director of Communications is responsible for the drafting and publication of Kempower’s company releases and press releases. In communications subject to the disclosure obligation, the Director of Communications works together with the Chief Financial Officer.

The members of Kempower’s Management Team are responsible for the accuracy of information related to their areas of responsibility and they also participate in preparing information for disclosure as necessary. The Board of Directors is responsible for the realisation of the statutory disclosure obligation. The Board of Directors also confirms the Company’s Disclosure Policy and annual action plan. The Board of Directors reviews and approves the financial statements, the Annual Report of the Board of Directors, half-year reports and interim reports. The Board of Directors approves reports and releases that are within the scope of the periodic disclosure obligation. The Board of Directors also approves significant company releases, such as releases regarding the appointment of the Chief Executive Officer. The Chief Executive Officer or, secondarily, the Chief Financial Officer, approve company releases related to the disclosure of inside information and other company releases.

The following persons are responsible for issuing statements regarding Kempower’s operations and financial performance:

  • Chief Executive Officer
  • Chief Financial Officer
  • Director of Communications, who will forward requests for a statement to the appropriate persons as necessary.
  • If the Chief Executive Officer is unavailable, the Chief Financial Officer will act as their substitute in this respect. If the Chief Financial Officer is unavailable, the Chief Executive Officer will act as their substitute in this respect.

4. Investor communications

The main principles governing Kempower’s investor communications are openness, proactivity, timeliness, reliability, transparency, consistency, comprehensibility and non-selectiveness. The Company consistently communicates both positive and negative matters. Kempower aims to engage in accurate and timely communication in accordance with the applicable rules and guidelines. The disclosure obligation consists of periodic and ongoing disclosure obligations.

The periodic disclosure obligation refers to the Company’s obligation to regularly publish information on its financial position and result. This includes the publication of half-year reports, financial statement releases, financial statements and the Annual Report by the Board of Directors. The Company reports its financial figures at the group level.

The ongoing disclosure obligation refers to communications on matters that, in the Company’s view, may have a substantial impact on the value of the Company’s financial instruments.

The Company aims to answer questions by shareholders, investors and analysts as accurately as possible and based entirely on information that has been published by the Company or is otherwise publicly available.

5. Future outlook

In its financial statement release, annual report and interim reports, Kempower may issue an estimate of its revenue and/or profit performance for the current financial period and issue general guidance pertaining to the key factors and risks influencing future performance. Due to the nature of Kempower’s business and its key sensitivity factors, quarterly and half-yearly fluctuations are customary.

6. Internal communications

In internal communications, Kempower observes the same principles of timeliness and non-selectiveness as in other communications and adheres to the applicable rules and regulations. In the event that undisclosed information within the scope of the periodic or ongoing disclosure obligation is disclosed to an employee in connection with the performance of work duties, for example, the employee in question must be informed that they are subject to insider rules. The Company’s insider rules are also reviewed with each new employee as part of their orientation training.

7. Insider

The Company’s insider instructions and insider management comply with MAR and legal provisions issued under MAR. In addition, the Company complies with the Company’s own insider guidelines, which are approved by the Board of Directors.

A person with managerial responsibilities within the Company or who has been defined as being subject to trading restrictions may not, directly or indirectly, execute transactions on their account or on the account of a third party during a silent period. The silent period commences thirty (30) days prior to the publication of the financial statements release, half-year report or interim report in question and ends 24 hours after the publication of the financial statements release, half-year report or interim report.

The Company has a whistleblowing channel for the Company’s employees to report reasonable suspicions that someone employed by the Company has violated securities market regulations. If a violation is suspected or can be substantiated, the case is forwarded to the competent authorities for investigation.

Insiders are advised to execute any transactions involving Kempower’s shares and other financial instruments at times when the market has access to accurate information on matters that have an impact on the value of the Company’s securities. Before executing any transactions, insiders are required to ensure that they do not have access to any project-specific inside information. Prior to trading in the Company’s financial instruments, insiders also need to obtain approval from the person responsible for insider issues within the Company.

8. Disclosures and operating methods

Kempower discloses information in the following ways:

Company release

Kempower issues company releases on the following topics, for example:

  • interim reports describing business development and profit performance;
  • financial statement releases describing full-year business development and profit performance once a year;
  • the Annual Report of the Board of Directors, Corporate Governance Statement, financial statements and auditor’s report, which are included in the Annual Report;
  • profit warning;
  • notice of the Annual General Meeting and the resolutions of the AGM;
  • notifications pursuant to the Securities Markets Act and the rules of Nasdaq Helsinki, including changes in shareholdings, the remuneration report and remuneration policy;
  • managers’ transactions;
  • strategically significant cooperation or distribution agreements that, in the Company’s assessment, may have a material impact on the Company’s business and/or the value of its shares and other financial instruments;
  • a significant approval by the authorities in a strategically significant market;
  • a significant investment in additional capacity;
  • a significant acquisition or divestment;
  • significant patents;
  • significant operational restructuring, efficiency improvement or discontinuation;
  • changes in the Board of Directors, significant changes in senior management or change of auditor; and
  • other significant events and projects that may have a significant impact on the Company’s business and/or the value of its shares and other financial instruments.Kempower publishes financial reports according to a set schedule. The outlook for the current financial year and risks related to business are discussed by the Company in interim reports, financial statement releases and the Annual Report of the Board of Directors. The Company discusses its strategic direction primarily at its Capital Markets Day, on its website and in annual reports unless a strategic decision is deemed to warrant disclosure in the form of a company release.The Company may not publish a separate company release to disclose less significant matters related to approvals by the authorities in individual countries, customer agreements or product launches as well as minor acquisitions or divestments or other restructuring measures when, according to the Company’s assessment, they do not have a substantial impact on the value of the Company’s financial instruments. Such news is summarised in interim reports.Profit warningKempower issues a profit warning as soon as possible in the form of a company release if the Company can reasonably assess that its future outlook has changed from previously published estimates or what can be reasonably deduced from the Company’s previously published information and where such a change is likely to have a substantial impact on the value of Kempower’s financial instruments. The decision on issuing a profit warning is based on the information previously disclosed by the Company, the prevailing market situation and the Company’s own view of its future outlook.

    Profit warnings are first discussed by the Company’s Disclosure Committee. The decision on issuing a profit warning is primarily made by the Board of Directors. If the Board of Directors cannot reach quorum as quickly as necessary, the Chair of the Board of Directors or Kempower’s Chief Executive Officer will make the decision on issuing a profit warning. In such circumstances, the Chair of the Board of Directors and the Chief Executive Officer will strive to discuss the matter with as many members of the Board of Directors as possible before the profit warning is issued. Profit warnings are issued in the form of a company release and the release will also include the previously published outlook statements. A profit warning will be published without delay once the decision to issue a profit warning has been made.

    Press releases and investor news

    Kempower publishes investor news and press releases regarding new products and services as well as other topics of interest to the media and markets where the matter at hand is deemed not to have a substantial impact on the value of the Company’s securities.

    Examples of such topics include:

  • product launches and progress in the development of new technologies;
  • orders and agreements whose value is significant but which are not, in view of the big picture, assumed to have an impact on the value of the Company’s financial instruments;
  • The Company’s participation in a significant R&D project;
  • cooperation agreements
  • development of industry standards; and
  • technology development in the industry.

Customer communications

Kempower’s customers include charging operators, public transport developers, energy companies, industrial operators and retailers, for example. Communication needs and topics vary between target groups. The Company primarily communicates to its customers regarding new products, changes to existing products, campaigns, marketing events and other topics that may affect the customers’ business operations or the relationship between the companies.

Internal communications

All of Kempower’s company releases, investor news, press releases and customer releases are also distributed to the Company’s employees.

Changes in personnel and other personnel-related matters, decisions made by the Management Team that are not classified as confidential pursuant to insider rules and other news concerning the Company’s operations are disclosed by means of internal releases.

Other communications

Kempower also publishes, as necessary, other news concerning its operations on its website. These can include customer references, product news, blogs, information on upcoming events and information on new products, for example.

Briefings and other meetings

Kempower organises briefings for various stakeholders as necessary. Supervisors also review communication-related matters in team meetings with the personnel.

The Company’s management regularly meets with investors, analysts and media representatives in various contexts, including quarterly briefings in connection with the publication of financial results, public events aimed at investors and separately organised company visits. At such events, Kempower’s representatives can provide more background information on the Company’s business operations. No previously undisclosed information or supplementary information will be disclosed at such events where the information in question could have an impact on the valuation of the Company’s financial instruments and may constitute inside information in connection with previously disclosed information. The Chief Executive Officer and Chief Financial Officer are primarily responsible for investor and analyst relations. The Director of Communications is responsible of media relations.

Information on the analysts following the Company and their assessments of the Company may be published on the Company’s website. Analyst opinions, assessments and forecasts concerning the Company’s financial performance are the analysts’ own and they do not represent the opinions, estimates or forecasts of the Company or its management. Upon request, the Company may review an analysis or report prepared by an analyst, but only with regard to its factual accuracy and with respect to previously disclosed information. The Company does not comment on the estimates or forecasts issued by capital market representatives and takes no responsibility for them. The Company does not comment on the Company’s valuation or the development of the value of the Company’s financial instruments, give preferential treatment to individual analysts or distribute analysts’ reports to the investment community.

9. Communication channels

Information related to external communications, such as public releases, investor information and product information, is available to all stakeholders on Kempower’s website. Kempower aims to provide comprehensive and up-to-date information on its website regarding the Company, its products and services as well as its financial position to allow various stakeholders to establish an adequate understanding of the Company.

Euroclear produces the insider information, shareholder information and share information published on Kempower’s website and an external service provider is responsible for the transmission of information. Kempower also uses an external service provider for the publication of key financial figures on its website.

Company releases are published on Kempower’s website and distributed via a service provided by Nasdaq Helsinki to the stock exchange, the national release repository, key media and the individuals who have separately subscribed to releases. Stock exchange releases and press releases published by the Company are available on the Company’s website for at least five years from their publication. Financial reports, Corporate Governance Statements and Remuneration Reports are available for at least ten years from their publication.

Other relevant materials – such as presentations and recordings of webcasts and telephone conferences – are available on the Company’s website for at least five years.

The distribution of press releases is primarily the same as for company releases, but press releases are additionally distributed to international distribution channels and industry publications. Releases are also published on the Company’s website.

The Company’s internal releases are published on the Company’s intranet and by e-mail.

Kempower also has a presence on social media channels (LinkedIn, Twitter, YouTube, Facebook, Instagram), where the Company publishes content appropriate for each channel in accordance with the rules and conditions laid out in this Disclosure Policy.

10. Language

Kempower’s primary language is English. Kempower also provides information on the Company, its products and topical matters through its website in Finnish and in the languages of the countries its subsidiaries are located in. The investor pages are available in Finnish and English. Kempower publishes all financial reports and company releases in Finnish and English.

Press releases are published in English and Finnish and, where necessary, for various markets in their language. The primary language used in customer releases is English. Releases are translated by Kempower’s communications team or a translation agency. Kempower’s internal releases are distributed in English.

11. The timing of publication

Kempower provides investors with equal and simultaneous access to information by disclosing information that may have a significant impact on the value of the Company’s securities as quickly as possible and without undue delay. Kempower’s insider guidelines include the Company’s internal instructions regarding the postponement of the disclosure of inside information.

For financial reports within the scope of the periodic disclosure obligation and other releases/information pertaining to the Annual General Meeting, Kempower publishes a schedule before the end of the previous financial year. The calendar is available on the Company’s website. The Company also publishes a Corporate Governance Statement and Remuneration Report in connection with the publication of the Annual Report of the Board of Directors.

12. Silent period

Kempower observes a silent period that commences thirty (30) days before the publication of the financial statements release, half-year report or interim report in question. During the silent period, Kempower’s management or employees will not issue comments regarding the Company’s future outlook or current financial situation.

However, if an event that takes place during the silent period requires immediate disclosure, Kempower will disclose the information in the form of a company release and may comment on the event thereafter.

13. Information leaks and rumours

Kempower aims to ensure that information affecting the value of its securities is not leaked prematurely. During the drafting of company releases and financial reports, the Company aims to ensure that the information remains confidential by, for example, using non-disclosure agreements, training insiders and securing files.

The Company does not comment on unfinished matters, rumours, share price development, the actions of competitors or customers or forecasts by capital market participants unless doing so is necessary to rectify clearly erroneous information. In the event that information that has a material impact on the value of Kempower’s securities is discussed in public, the Company’s management assesses the situation and decides whether to publish a company release to provide more accurate information. If confidential and material information is leaked or the confidentiality of inside information cannot be guaranteed, the Company will publish a company release regarding the issue as quickly as possible.

14. Crisis communication

Crisis communication is coordinated by the Chief Executive Officer, Tomi Ristimäki, tel. +358 29 0021 900, e-mail:

Kempower’s crisis communication team also includes the Director of Communications and, depending on the situation, members of Kempower’s Management Team and/or specialists familiar with the matter or situation at hand. In crisis situations, the Company aims to provide information quickly and as matters are confirmed to those affected by the crisis and the Company’s other stakeholders.

15. Persons discharging managerial duties in Kempower and their obligation to report transactions

Persons discharging managerial duties (members of the Board of Directors, the Chief Executive Officer and other senior executives with regular access to inside information) and their related parties are required to notify the issuer and the Finnish Financial Supervisory Authority of all transactions made on their account involving the issuer’s shares or debt instruments, related derivatives or other financial instruments. Such transactions must be reported to Kempower without delay and no later than three days from the execution of the transaction, and Kempower is required to disclose such information within two business days of receiving the notification.

16. Interpretations, deviations and amendments

The monitoring and interpretation of this Disclosure Policy is the responsibility of the Chief Executive Officer or a person designated by the Chief Executive Officer. In individual cases and for weighty reasons, the Chief Executive Officer may deviate from the Disclosure Policy within the limits of the applicable laws and regulations. Decisions concerning amendments to the Disclosure Policy are made by the Company’s Board of Directors.