Disclosure policy

(Updated 24 May 2024) 

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

In 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 governance and other internal guidelines.

The Board of Directors of Bioretec has approved the disclosure policy, which 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 potentially 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 discloses information required to be disclosed by disclosure obligations as soon as possible. All releases are published on Bioretec's website and other applicable distribution channels. Information is published in Finnish and in English.

Bioretec does not comment on market rumors, speculations, valuation, or price performance of the company's share and other potential financial instruments issued by the company, nor does the company comment on actions of competitors or customers. However, the company may publish 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.

Bioretec 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 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 share or other financial instruments issued by the company. Materials of 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.

Organisation 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 issuing statements and are primarily responsible for contacts with investors, shareholders, and analysts. The company's CFO acts as an investor liaison and coordinates investor relations and investor communications.

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

Releases and channels of communication

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

Company announcements are the method of publishing regulated disclosure concerning Bioretec. The published inside information as well as other information required by applicable legislation and the First North are published 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 to share 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, is 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 is 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 performance
  • significant financing transactions or significant funding received from the EU or other governmental parties as grants or loans
  • significant deviation of financial performance for instance net sales or liquid cash position, compared to expectations based on earlier reporting (further on profit warnings, see below)
• material research results, starting the development of a significant new product or significant patents
  • launch, possible interim results and/ or completion of significant clinical studies or development projects of products in the strategic product development pipeline
    • the company announces the launch of a significant clinical study of products in the strategic product development pipeline when the approval to perform the study is received from the authorities
  • significant changes in the company’s strategic product pipeline or portfolio
  • granting of material new patents on technologies or products in the company’s strategic product development pipeline
    • The company classifies patent applications under two categories: core patents and fence patents. Core patents are considered to be material and inside information, thus the granting of them is published as a company announcement.
• significant corporate transactions such as mergers, acquisitions or divestments
• other significant investments, changes, agreements or arrangements relating to the company's business 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
• significant decisions made by authorities concerning the company and legal proceedings, their outcome or settlement, for instance:
  • significant decisions by regulatory or other relevant authorities (including Notified Bodies) relating to the company’s clinical study/development projects or to certificates for the company or the company’s 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 estimates that have previously been publicly issued and from what can be justifiably concluded based on previously published information.

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

In addition, the company publishes a company announcement on 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 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
• management transactions
• notifications of changes in shareholdings when the holding reaches, exceeds or falls below 5, 10, 15, 20, 25, 30, 50 or 90 percent or two-thirds of the voting rights or total number of shares in the company. Notifications of changes in shareholding are published without undue delay.

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 do 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 publish 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 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).

Future outlook

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

The statements and estimates are 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 given to any party outside of the said estimates.

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 financial statements bulletin, a half-year report, and a business review. During the silent period, Bioretec’s results or factors affecting them are not discussed with the representatives of capital markets or media. The silent period ends when a financial statements bulletin, a half-year report, or a business review is published. If an event requiring immediate disclosure occurs during the silent period, Bioretec publishes said information without delay in accordance with applicable disclosure obligations and may, after the disclosure, comment on said event.