Disclosure policy

Purpose and objectives

The Investor and Disclosure Rules defines Tietoevry’s approach in the company’s aim to provide accurate and reliable information in order for various stakeholders of the capital markets to be able to form a true and fair picture of the company’s financial situation and future prospects as well as to support correct valuation of the company’s shares.

These Rules also guide Tietoevry’s Investor Relations function in its activities to enhance investors’ and analysts’ interest in the company and build investor loyalty.

Rules

Disclosure principles and practices

Tietoevry adheres to all regulatory requirements set for listed companies in the relevant countries. Tietoevry is also committed to proactively provide its stakeholders with sufficient, accurate and consistent information in a timely manner. The commitment is evenly fulfilled irrespective of whether the information is positive or negative for the company. All material information is disclosed to recipients equally in terms of content and timing.

• The company discloses all decisions and circumstances that may have a material impact on the value of the company’s shares. Official releases include all information that is needed to be able to assess the impact of the event on the company’s financial position and operations.
• Official releases may include Inside Information as defined in the EU Market Abuse Regulation. In addition, the company’s official releases may concern confidential business information or other information that, according to the rules and regulation for listed companies, needs to be disclosed in an official release.
• The information is made public in a manner that most effectively guarantees that it is available for all stakeholders of the capital markets simultaneously.
• Official releases that have been published are immediately available on Tietoevry’s website.
• The company may give non-material historical information to investors and analysts. However, all stakeholders in the financial community have equal access to this information. The investor information section on the company’s website is the main channel to introduce this type of information.
• The company does not comment on share price, analyst recommendations nor opinions. The company can review analyst reports, but only factual errors can be commented on.
• The company may discuss the level of consensus estimates with investors or analysts. However, no information on how the company sees these estimates can be expressed.
• In case Inside Information is accidentally disclosed at a non-public occasion, e.g., in a one-to-one meeting with an investor or an analyst, a stock exchange release on the issue is published without delay.

Financial information

All financial information, annual and interim reports as well as financial content of releases, is prepared with the intention to improve transparency of the company’s financial development. The distribution of financial reports is made according to regulation and good practices.

Financial reports are approved by the Board of Directors. Tietoevry publishes a half-year report, two interim reports and a financial statements release that cover the entire Group as well as consolidated financial statements produced by the Parent company.

• Individual subsidiaries or business domains do not publish their own annual reports or other financial reports.

Outlook

The company gives guidance in the form of an official outlook statement on financial development published in connection with the release of quarterly financials. In addition to the official outlook statement, the company’s policy is to discuss the overall market development, the planned key actions contributing to financial development and their impact on the company’s performance.

• Besides the official outlook, no other forward-looking statements or answers to questions concerning future growth and profit are given.
• General market developments and the company’s view of the market can be discussed, but when it comes to company-specific performance, a reference to the official outlook must be made.
• If the company assesses that the company’s financial development or outlook materially deviates from that previously communicated, the official outlook is re-phrased and profit warning published upon approval from the Board and without undue delay.
• If the company is aware of analyst estimates, largely deviating from the consensus, grounds for the deviating view may be discussed with the analyst.

Quiet Period

The company follows a quiet period of at least 21 days before the time of publication of a financial report. This is because the quarterly figures are in practice known by the company’s officers at that time. No analyst or investor meetings or conferences are attended during the quiet period.

Management of Inside Information

Inside Information refers to information that is of a precise nature, has not been made public, and relates, directly or indirectly, to one of more listed companies or to one or more financial instruments. Such information would, if it was made public, be likely to have a significant effect on the prices of those financial instruments or on the price of related derivative financial instruments. It includes any information that a reasonable investor would consider important in making investment decisions. All Inside Information is communicated via a stock exchange release without undue delay right after the decision has been made or the event has come to the company’s notice.

• Only issues under preparation and decisions to delay the disclosure of Inside Information under the EU Market Abuse Regulation may be excluded from the application of this principle. General Counsel is responsible for managing insider registers. Stock exchange releases including Inside Information are approved by the management.
• Tietoevry’s businesses shall not disclose Inside Information or publish financial reports. If the businesses have a need to inform their employees on financial performance, it should not include Inside Information and be done restrictively in smaller groups. Inside Information or financial information must not be given via intranet or any other public channel.
• Inside Information must not be disclosed before it is in scope of public disclosure.
• In the event that specific individuals require access to Inside Information or attend to preparation of the financial reports, this must be done in compliance to the Insider Rules. Pre-disclosure employee notification is arranged through employee representatives in cases where it is required by national regulation.

Investor Relations spokespersons

The official Investor Relations (IR) spokespersons of the company are the President and CEO, CFO and Head of Investor Relations.

No other employee is entitled to speak with investors or analysts, unless specifically requested by one of the official spokespersons.

Investor Relations (IR)

Interaction with potential and existing investors or analysts is managed by the Investor Relations function. These activities include:

• Publication of all financial reports is followed by an analyst and media conference with live webcast or teleconference.
• Hosting of Tietoevry Capital Markets Day and/or business introduction events to go deeper into selected strategic and financial issues.
• Participation in one-to-one and group meetings with Investors and analysts as well as investor conferences. Official IR spokesperson(s) is/are always present.
• Facilitation of occasional meetings where selected business executives meet investors and analysts. These meetings must always be agreed with IR and executives are always accompanied by an IR spokesperson with wide knowledge of the company’s disclosure record.

Rumours and leakages

In case of a leakage of Inside Information, the company is obligated to publish a stock exchange release without undue delay. If the financial community circulates rumours that are incorrect or misleading and that originate from the company, the company is likewise obligated to publish a release.

In other circumstances, it is under the company’s own consideration whether to confirm or deny rumours. In most situations, the company prefers not to comment on market rumours regardless of whether the rumour is correct or not.

If there is a need to give additional information to the markets and if that information will very likely have a material effect on the share price, information concerning the rumour will be disclosed in a stock exchange release or the company will request a stop in the trading of its securities on the stock exchanges. This is to prevent investors from making investment decisions based on incorrect or incomplete information.

Crisis management

Crisis is an unstable condition involving an impending sudden or significant change that requires urgent attention and action to protect life, assets, property or the environment.

In crisis situations, effective, timely and accurate communications according to applicable regulation have a vital role in keeping stakeholders up to date on the developments and outcomes of a crisis and maintaining their trust.

A failure in crisis communications may enable the crisis to escalate. Tietoevry’s general disclosure principles apply also to crisis situations. The company is committed to communicating promptly, openly and honestly in all situations.

Approved by the Board of Directors
Effective as from 31 December 2023