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Disclosure policy

1. Communications’ principles and goals

In its communications, Valmet complies with the Finnish and EU legislation, the Nasdaq Helsinki Ltd’s regulations, the Finnish Financial Supervisory Authority’s guidelines, and the company’s corporate governance principles.

Valmet’s communications are based on facts and on the key principles of being systematic, open, honest, equal and active. Valmet communicates to the same extent about positive and negative issues simultaneously to all stakeholders. The objective is to give a fair and correct view of the company’s operations without undue delay.

The goal of Valmet’s Investor Relations is to support the correct valuation of Valmet’s share by communicating to capital markets correct, sufficient and relevant information about Valmet’s operations, operating environment, strategy, objectives and financial situation.

2. Communication practices

Valmet 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. As a principal rule, information about the financial situation, balance sheet and financial position, outlook, EBITA development or other essential issues related to Valmet’s operations and operating environment is given in interim reviews. If new information deemed to have a significant effect on the company’s financial instruments related to these issues is given in between publication of interim reviews, it is always published as a stock exchange release.

Rumors, market speculations and leaks

Valmet 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 significant effect on the value of Valmet’s financial instruments, Valmet can evaluate a need to issue a stock exchange release to correct relevant or clearly incorrect information or rumors. Nor does Valmet comment on business matters in preparation. However, in the event that price-sensitive information is leaked, Valmet will publish a stock exchange release on the matter.

Contacts with investors, analysts and media

Valmet actively meets with representatives from capital markets and media and aims to respond to inquiries from investors, analysts and media without delay.

Valmet’s Investor Relations function centrally handles the communications with investors and analysts. Valmet’s Group Communications coordinates meetings with media representatives. Valmet’s financial situation, its markets as a whole and its future outlook are commented on by Valmet’s President and CEO and the CFO or a person designated by them. Heads of business lines and areas as well as experts can give statements on issues within the scope of their area of responsibility in line with the given instructions.

Valmet’s top management, together with representatives from Investor Relations or Group Communications, participates in meetings with investors, analysts and media when necessary. The goal of the meetings is to provide useful information about Valmet and its operating environment. Discussions are based on information previously published by Valmet or on information generally available to the markets; new information that would be deemed to have a significant effect on the value of the company’s financial instruments is not introduced at the meetings.

Silent period

Valmet observes a three-week (21 days) silent period prior to publication of financial results. During this time, Valmet does not comment on the company’s financial situation, markets or future outlook. During the silent period, Valmet’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

Financial information and key figures are disclosed on the group level, as Valmet has only one reporting segment.

Financial targets and guidance

In conjunction with the annual strategy process, Valmet’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.

Valmet gives guidance on the market and financial outlook for the current financial year in conjunction with interim reviews. The financial outlook includes management’s estimate on net sales and EBITA development for the financial year and market outlook, which is based on management’s current view on the operating environment and market trends.

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

Profit warning

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 EBITA or other similar future outlook statement has changed significantly in either a negative or positive way (positive profit warning) than expected in the disclosed guidance.

Valmet’s President and 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 Valmet’s previously issued forecasts, taking into consideration the outlook and prevailing market situation. A stock exchange release is always published about a profit warning.

Changes in shareholdings

Under the provisions of the Finnish Securities Markets 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%, 66.7% (2/3) or 90% of the voting rights or share capital of the company. Valmet will publish these changes in a stock exchange release without delay after the management has been informed of the change by a shareholder.

3. Releases published by Valmet

Valmet’s releases are divided into three categories; stock exchange releases, corporate press releases and trade press releases. The category of release is assessed based on significance and relevance of information and according to internal guidelines. These guidelines will be frequently updated to correspond to possible changes in Valmet’s business scope.

Stock exchange releases

In stock exchange releases Valmet publishes important decisions, issues and developments that are deemed to have a significant effect on the value of Valmet’s financial instruments.

A stock exchange release is used to announce, for example, financial statements, interim reviews, key strategic issues and significant changes in the financial and general outlook. A stock exchange release is also used to announce significant business acquisitions and divestitures, joint venture agreements, significant investments and financial arrangements, exceptionally large orders, business reorganizations, decisions by authorities and share-based incentive systems. As a principle, trigger value for orders which are announced in stock exchange release is over 10 percent of Valmet’s annual net sales. Business acquisitions and divestitures that are estimated to have a significant effect on the value of Valmet’s financial instruments are disclosed, as a rule, when the letter of intent has been signed. Trigger value of these being issued in stock exchange release is defined in internal guidelines. Investments and financial arrangements are disclosed if they are significant. Employee negotiations are published according to internal guidelines.

Appointments are communicated through a stock exchange release if they involve changes in the Board of Directors, CEO or CFO positions or if there is a change in the company’s auditor. A stock exchange release is published for significant organizational changes in the Group’s structure.

Valmet has internal guidelines for assessing the significance and relevance of information. Valmet’s President and CEO or a person authorized by him approves stock exchange releases and Investor Relations publishes them.

Press releases

Press releases are used to communicate events related to Valmet’s business that do not fulfill the criteria for a stock exchange release but are estimated to be newsworthy or otherwise of interest to stakeholders.

As a rule, Valmet announces orders it receives in a corporate press release. Valmet’s goal is to publish important orders, but some orders remain confidential at the customer’s request. An order is published only after it has been entered in the orders received. Valmet does not publish letters of intent unless the deal is particularly important or it has been separately agreed upon with the customer. Press releases can also be used to cover smaller investments and business transactions as well as service agreements. Group Communications publishes Valmet’s press releases. Additionally, Valmet’s businesses publish local press releases as well as trade press releases, which provide more details about products, services and technology.

Valmet’s internal release process ensures that Valmet’s management, including the spokespersons who may be asked for a comment by the media or analysts, are fully aware of the case, and ensures the right timing of the release, wide and rapid global distribution towards main media, all the other stakeholder groups, and Nasdaq Helsinki stock exchange for stock exchange releases.

4. Channels, distribution of releases and their availability

Valmet publishes without undue delay all the information that is estimated to have a significant effect on the value of Valmet’s financial instruments. The main source of information about Valmet is the company’s web site at www.valmet.com. Information will also be published on the Nasdaq Helsinki stock exchange and in the main media channels.

Stock exchange and press releases published by Valmet are available on Valmet’s web site without undue delay after the information has been disclosed. The web site includes an archive of minimum of ten years of previously published releases and financial reports.

As an obligation of listed company in Nasdaq Helsinki stock exchange, Valmet’s official reporting language is Finnish. All official material will be published both in Finnish and English.

For Valmet’s stakeholders to obtain information equally and simultaneously the company publishes also material used in investor and analyst conferences on its website as timely as possible. Valmet also provides public webcasts when important news and financial results are being disclosed.

5. Communication in exceptional situations

Crisis management at Valmet is part of the company’s risk management function. The Crisis Management Team (CMT) handles practical crisis management. In exceptional situations, the CMT is responsible for communications, among other things. Valmet’s best experts for each situation are used to assist the CMT.

6. Insider guidelines

In issues related to inside information Valmet complies with the applicable legislation, standards of the Finnish Financial Supervisory Authority as well as Nasdaq Helsinki Ltd.'s Guidelines for Insiders. In addition, Valmet’s Board of Directors has adopted insider guidelines for the company under which Valmet’s managers with the duty to notify are not permitted to trade in the company’s financial instruments during 30 days, so-called closed window, immediately prior to the publication of the company’s interim reviews or financial statements release. Insider practices are described in more detail on Valmet’s web site.

7. Interpretations and deviations

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

 

Updated; Jan 3, 2017