1 Disclosure policy
This disclosure policy describes the general principles and procedures that Aiforia Technologies Plc ("Aiforia" or the "Company") adheres to in its communication with capital markets. The Company adheres to this disclosure policy also in its financial reporting.
Aiforia complies with applicable EU and Finnish legislation, the Nasdaq First North Growth Market – Rulebook ("First North Rules"), Nasdaq Helsinki Ltd's ("Nasdaq Helsinki") Guidelines for Insiders, the regulations and guidelines of the European Securities and Markets Authority ("ESMA") and the Finnish Financial Supervisory Authority, as well as Company's principles of management and other internal guidelines in its communications.
2 Key principles of disclosure
The key principles of Aiforia's communications are consistency, accuracy, transparency, activeness and fairness. Aiforia communicates information, whether positive or negative, consistently and simultaneously to the capital markets and stakeholders.
The aim of Aiforia's communications is to support the accuracy of the pricing of Aiforia's shares and potential other financial instruments issued by the Company by providing the capital markets with timely, reliable, accurate and relevant information on the operations, operational environment, strategy, targets and financial position of the Company.
Aiforia shall disclose as soon as possible information required to be disclosed by disclosure obligations. All releases are published on Aiforia's website in addition to other applicable distribution channels. Information is disclosed in Finnish and in English.
3 Organisation and responsibilities
At Aiforia, communication with capital markets, including the issuance of statements and being the contact person for investors, shareholders and analysts, is the responsibility of the Company's CEO, COO and CFO. Only such persons address the capital markets on behalf of the Company.
The Board of Directors shall in the ordinary course be represented by the Chairman.
The Company's CEO acts as an investor liaison and coordinates investor relations and investor communications.
4 Communications with investors and analysts
4.1 General principles for investor and analyst communications
Aiforia meets and actively pursues dialogue with representatives of the capital markets and media. Aiforia responds to queries from the Company's shareholders, investors, analysts and the media without undue delay when responding is in the best interest of the Company.
The objective of the meetings and dialogue is to provide information on Aiforia and its operating environment. Any material matters discussed in the meetings shall already have been made public beforehand and the meetings may not provide new material information likely to affect the value of the Company's share and other financial instruments. Roadshow presentations and other presentation materials to will generally be published on the Company's website.
Aiforia does not comment on the market value of the Company or share price development, favour individual analysts or distribute analysts' reports to investors.
The Company does not take any responsibility for the views and comments presented by analysts or other capital market representatives, nor does it comment on those.
4.2 Silent period
Aiforia adheres to a 30-day silent period in its communication with investors and the media. The silent period precedes the publication of a financial statements bulletin and half-yearly report. During the silent period, Aiforia does not give comments to the media or other parties on the Company's financial position, markets or future outlook or meet with capital markets representatives. The silent period ends when the financial statements bulletin or half-yearly report is published.
Should an event requiring immediate disclosure occur during the silent period, Aiforia shall disclose said information without delay in accordance with applicable disclosure obligations and may, after the disclosure, comment on said event.
5 Releases and channels of communication
The primary channels of communication for Aiforia are company releases, press releases and other releases and news, materials on the Company's website as well as various meetings and events.
The Company's company releases are the method of publishing regulated disclosure concerning Aiforia. Inside information as well as other information required by applicable legislation and the First North Rules shall be disclosed through a company release.
The Company's website www.aiforia.com is the principal source of other information on Aiforia. Aiforia may also use other channels of publication for the sharing of information concerning the Company.
5.1 Company releases
Aiforia will as soon as possible disclose inside information concerning the Company through a company release (see section 7 in more detail), as well as any other information which is to be disclosed through a company release under applicable regulations. Inside information can relate to, for example:
In addition, the Company shall disclose through company releases any decisions, information and events as required by law and the First North Rules, including the following:
- material changes in the Company's performance or financial position;
- material research results, development of a new product or significant inventions;
- material M&A transactions or other material changes in the Company's business;
- any decisions or transactions material to the Company, such as decisions on investments or divestments, agreements on acquisitions of companies or businesses, co-operation agreements or other material agreements that the Company is about to enter into;
- information regarding the Company's share issues, share repurchases or other changes in its shares; and
- material decisions made by authorities concerning the Company, and in respect of legal proceedings, their outcome or settlement.
- financial reports (see section 6 in more detail);
- notices of general meetings of shareholders and decisions of general meetings of shareholders;
- changes in the Board of Directors or top management or change of auditor or Certified Advisor;
- proposals and decisions on changing the Company's share capital or number of shares or other financial instruments relating to Aiforia's shares and issued by the Company, unless the proposal or decision is insignificant;
- possible decisions on the introduction of a share-based incentive scheme;
- transactions between the Company and its related parties;
- significant changes in the Company's operations;
- decisions on listing or delisting the Company's financial instruments on another exchange or marketplace;
- managers' transactions (see section 10 in more detail); and
- information on special situations or circumstances that generate significant uncertainty regarding fair and orderly trading in the Company's financial instrument or the reliable price formation of the financial instrument on Nasdaq Helsinki.
Company releases are delivered to Nasdaq Helsinki and key media and published on Aiforia's website.
The company releases shall include the contact details of the persons providing additional information on the matter in question, as well as the name and contact details of the Certified Advisor. The company releases will be kept available on the Company's website for at least five years after their publication.
Should inside information be published through a company release, the basic information of the company release shall include the identifier "inside information" after "company release". Otherwise, where the company release does not include inside information, the identifier "company release" only shall be included in the basic information of the company release. Where necessary, the Company may include in the company release a sentence stating that inside information is being published in the company release.
5.2 Other releases
News that do not meet the requirements set for company releases but which the Company considers newsworthy or in other ways of interest to the Company's stakeholders are published on as a press release or as news.
5.3 Information to be given to Nasdaq Helsinki and the Certified Advisor
The Company shall inform the Certified Advisor as soon as possible on share issues, name changes, share splits, reverse share splits or other similar events. Where necessary, the Company shall consult the Certified Advisor prior to resolving on the aforementioned arrangements. The Certified Advisor is responsible for informing Nasdaq Helsinki, which, in turn, shall relay the said information to the markets. Further, the Company shall inform the Certified Advisor on any delayed disclosure of inside information and also establish an insider project in accordance with the Insider Guidelines.
6 Financial reporting
Before the start of each financial year, Aiforia publishes a company release listing the dates on which it aims to disclose financial reports and the date of the Annual General Meeting. The financial calendar is also available on Aiforia's website.
Aiforia publishes half-yearly reports, the financial statements bulletin, the financial statements and the report of Board of Directors as well as the audit report. The aforementioned documents are prepared in accordance with the Finnish Accounting Standards (FAS).
Aiforia may also publish an annual report that includes, along with the financial statement, the report of the Board of Directors and the audit report. In addition, the Company discloses all other financial information as required by applicable legislation and regulations that the Company must comply with.
7 Insider administration and disclosure of inside information
Aiforia complies with the requirements of the Market Abuse Regulation (596/2014/EU, "MAR"), the regulations and guidelines of ESMA and the Finnish Financial Supervisory Authority, Finnish legislation, the First North Rules, Nasdaq Helsinki's Guidelines for Insiders as well as the Company's own insider policy approved by the Board of Directors in its insider instructions and administration.
The insider administration of Aiforia is described more thoroughly on the Company's website and in the insider policy.
Aiforia shall, as soon as possible, publicly disclose inside information, which directly concerns the Company, by means of a company release unless the Company resolves to delay the disclosure of inside information. In accordance with Article 17 of the MAR, Aiforia may, on its own responsibility, delay the disclosure of inside information provided that all of the following conditions are met:
- immediate disclosure of the information is likely to prejudice the legitimate interests of Aiforia;
- delay of disclosure of the information is not likely to mislead the public; and
- Aiforia is able to ensure the confidentiality of the information.
The Company shall assess on a case-by-case basis whether the aforementioned conditions for delaying the disclosure are met. Assessment on whether the conditions for the delay are met and decision to delay the disclosure of inside information are made by the Company's Chairman of the Board of Directors and CEO.
In connection with delaying the disclosure of inside information, Aiforia shall document the conditions for delaying the disclosure and actively monitor that the conditions for delaying the disclosure are met. The Company shall publicly disclose the inside information as soon as possible after the conditions for the delay are no longer met. The Finnish Financial Supervisory Authority shall be notified of the decision to delay the disclosure of information immediately following the public disclosure of the information by using the form provided by the Finnish Financial Supervisory Authority.
8 Future outlook
Aiforia may disclose up-to-date estimates of its outlook for the current financial year in the connection of financial statement releases and half-yearly reports.
The statements and estimates made shall be based on management's view of the outlook for the Company and its operations at the time of their issuance. No other forward-looking estimates are given to any party outside of the said estimates.
Aiforia issues a profit warning by means of a company release if it is likely that the Company's development during the reporting period, including its outlook for the current financial year, will deviate from assessments that have previously been issued publicly and from what can be justifiably concluded based on previously published information. A profit warning can be either a positive or a negative one.
Any decision on issuing a profit warning is made by the Board of Directors of Aiforia, or in exceptional circumstances, by the Chairman of the Board of Directors and the CEO jointly.
9 Special situations
9.1 Rumours, leaks and market views
Aiforia does not comment on market rumours, speculations, valuation or price performance of the Company's share, or actions of competitors or customers. The Company may publicly disclose a company release to correct clearly incorrect or misleading information that is likely to have a significant effect on the price of Aiforia's financial instruments
If undisclosed inside information has fallen into the hands of someone who is not, by virtue of the regulations concerning insiders or other rules, authorised to receive such information, Aiforia shall make the information public by means of a company release as soon as possible. The same applies to inside information regarding which there are rumours based on which it may be concluded that the confidentiality of such inside information can no longer be ensured.
Aiforia has set up a whistleblowing procedure in order for the persons employed by the Company to have means of notifying cases in which there is reasonable doubt that someone employed by the Company would have violated laws and regulations concerning securities markets.
The notifications are reviewed by a person authorised by the Company. If there is reason to suspect an infringement based on such report or if the infringement can be proven, the Company shall take the case to the competent authorities.
9.3 Crisis communications
Aiforia has made preparations for situations of exceptional communication needs by properly instructing its relevant personnel.
The Company's CEO is responsible for the management of the Company's crisis communications.
10 Managers' transactions
In accordance with Article 19 of the MAR, persons discharging managerial responsibilities within the Company and persons closely associated with them are obliged to notify Aiforia and the Finnish Financial Supervisory Authority of transactions conducted on their own account in Aiforia's financial instruments. The notifications must be made promptly and no later than three business days from the date of the transaction. Aiforia will publish the notification it has received as a company release within two business days from receiving the notification.
Members and deputy members of the Board of Directors and the Management Team of Aiforia may not execute transactions on their own account or for the account of a third party, directly or indirectly, in Aiforia's financial instruments during a period of 30 days before the disclosure of a financial statements bulletin or half-yearly report, the day of the disclosure included.
11 Interpretations, deviations and policy changes
The Board of Directors of Aiforia is responsible for the supervision and interpretation of the Company's Disclosure Policy. The Company's CEO and CFO give further instructions regarding the execution of the Disclosure Policy.
In individual cases, for weighty reasons and within the limits of applicable laws and regulations, CEO and CFO of Aiforia may jointly deviate from the disclosure policy.
Aiforia's Board of Directors decides on the amendments of this Disclosure Policy. However, minor or technical amendments to this Disclosure Policy may be approved by the CEO and CFO of Aiforia.
 The Finnish Financial Supervisory Authority will not be notified of the decision to delay the disclosure of information if the inside information has ceased to constitute inside information without publicly disclosing it by means of a company release.
 CEO, COO, Director of Business Development, CTO and CFO.