Disclosure policy

Bioretec's disclosure policy describes the general principles and procedures that the company adheres to in its communication with capital markets and financial media. The company adheres to the disclosure policy in all its communications. 

Bioretec complies with applicable EU and Finnish legislation, the Nasdaq First North Growth Market Rulebook, Nasdaq Helsinki Ltd's Guidelines for Insiders, the regulations and guidelines of the European Securities and Markets Authority and the Finnish Financial Supervisory Authority, as well as the company's principles of management and other internal guidelines in its communications.   

The Board of Directors of Bioretec has approved the disclosure policy, and it is updated where necessary. 

Key principles of communications and disclosure 

The key principles of Bioretec's communications are consistency, accuracy, transparency, activeness, and fairness. Bioretec communicates information, whether positive or negative, consistently and simultaneously to the capital markets and stakeholders. 

The aim of Bioretec's communications is to support the accuracy of the pricing of Bioretec'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. Bioretec shall disclose as soon as possible information required to be disclosed by disclosure obligations. All releases are published on Bioretec's website in addition to other applicable distribution channels. Information is disclosed in Finnish and in English. 

Bioretec does not comment on market rumors, speculations, valuation, or price performance of the company's shares and other potential financial instruments issued by the company or actions of competitors or customers. However, the company may publicly disclose a company announcement to correct clearly incorrect or misleading information that is likely to have a significant effect on the price of Bioretec's shares and other potential financial instruments issued by the company. 

The company meets and actively pursues dialogue with representatives of the capital markets and media and responds to queries from the company's shareholders, investors, analysts, and the media without undue delay when responding is in the company’s best interest. Any material matters discussed in the meetings shall already have been made public beforehand, and the meetings may not provide new information affecting the value of the company's shares and other potential financial instruments issued by the company. Materials used in the meetings with investors and analysts will be published on the company's website. Bioretec does not comment on the company’s market value or share price development, favor individual analysts, or distribute analysts' reports to investors. 

Organization and responsibilities 

At Bioretec, communication with capital markets is the responsibility of the company's CEO and CFO. Bioretec's CEO and CFO are the principal persons for issuing statements and are primarily responsible for contacts with investors, shareholders, and analysts. Bioretec's CFO acts as an investor liaison and coordinates investor relations and investor communications.  

Bioretec’s CEO or other officers shall not comment on matters related to the Board of Directors of Bioretec. The Board of Directors shall, in the ordinary course, be represented by the Chairperson. 

Releases and channels of communication 

The primary channels of investor communication for Bioretec are company announcements, press releases, and other releases like news and materials on the company's website as well as various meetings and events. 

Bioretec’s company announcements are the method of publishing regulated disclosure concerning Bioretec. Insider information as well as other information required by applicable legislation and the First North Rules shall be disclosed through a company announcement. 

The company's website www.bioretec.com is the principal source of other information on Bioretec. Bioretec may also use other channels of publication for the sharing of information concerning the company.   

Company announcements 

In accordance with applicable securities market legislation and other applicable guidelines, Bioretec will as soon as possible disclose any inside information, i.e., decision, matter, or event, that, according to the company’s estimate, are likely to have a considerable impact on the value of the company’s shares and other potential financial instruments issued by the company. Inside information will be published through a company announcement. 

For instance, the following decisions, matters and events are published as inside information: 

• material changes in the company's financial position and financial performance 
  • significant financing transactions or funding received from the EU or from another governmental party as grants or loans 
  • significant deviation of financial performance (i.e., net sales or EBITDA) or liquid cash position, compared to expectations based on the earlier reporting (further on Profit warnings, see below)  
• material research results, development of a new product or significant inventions 
  • launch, completion, and interim results of significant clinical study/development projects 
  • significant changes in the company’s strategic product pipeline/portfolio 
  • publication of a new patent application and/or granting of a new patent for technology/products included in the company's strategic product pipeline/portfolio  
• material corporate transactions such as mergers, acquisitions or divestments  
• other substantial investments, changes, agreements or arrangements relating to the company's business operations or other material investments and divestments, for example: 
  • significant business arrangements or agreements within the main geographical focus areas in the U.S. and EU 
  • significant, production-related investments 
• significant information regarding the company's share issues, share repurchases, or other changes in its shares 
• material decisions made by authorities concerning the company, and in respect of legal proceedings, their outcome or settlement, for example: 
  • significant decisions by regulatory or other relevant authority (incl. Notified Bodies) relating to the company’s clinical study/development projects or to certificates of the company or the company products 

 

Profit warnings 

Bioretec issues a profit warning by means of a company announcement if it is likely that the company's development during the reporting period will deviate, either positively or negatively, from assessments that have previously been issued publicly and from what can be justifiably concluded based on the previously published information. 

Any decision on issuing a profit warning is made by the Board of Directors of Bioretec. 

In addition, the company shall disclose through company announcements any decision, information and event as required by law and the First North Rules, including the following: 

• financial reports 
• notices of General Meetings of shareholders and resolutions of General Meetings of shareholders 
• changes in the Board of Directors or top management or change of auditor or Certified Advisor 
• possible decisions on the introduction of a share-based incentive scheme 
• proposals and decisions on changing the company's share capital or number of shares or other financial instruments relating to Bioretec's shares and issued by the company, unless the proposal or decision is insignificant 
• transactions between the company and its related parties 
• managers' transactions  

Company announcements are delivered to Nasdaq Helsinki and key financial media and published on Bioretec's website. The company announcements will be kept available on the company's website for at least five years after their publication. 

Other releases 

News that does not meet the requirements set for company announcements but which the company considers newsworthy or in other ways of interest to the company's stakeholders are published on Bioretec's website by means of a press release or other release or as news. 

Financial reporting 

Before the start of each financial year, Bioretec publishes a company announcement 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 Bioretec's website.  

Bioretec publishes annually business reviews for January–March and January–September, a half-year report, a financial statements bulletin, financial statements and a report of Board of Directors as well as an audit report. The aforementioned documents are prepared in accordance with the Finnish Accounting Standards (FAS). In addition, the company discloses all other financial information as required by applicable legislation and regulations that the company must comply with. 

Future outlook 

Bioretec may disclose estimates of its outlook for the current financial year in connection with financial statements bulletins, half-year reports and business reviews. 

The statements and estimates made shall be based on the management's view of the outlook for the company and its operations at the time of their issuance. No other forward-looking estimates are disclosed. 

Silent period 

Bioretec adheres to a 30-day silent period in its communication with investors and the media. The silent period precedes the publication of a business review, a half-year report and a financial statements bulletin. During the silent period, results or factors affecting Bioretec are not discussed with the representatives of capital markets or media. The silent period ends when a business review, a half-year report or a financial statements bulletin is published. Should an event requiring immediate disclosure occur during the silent period, Bioretec shall disclose said information without delay in accordance with applicable disclosure obligations and may, after the disclosure, comment on said event.