Disclosure Policy

The purpose of this Disclosury Policy is to specify the operating mode relating to the announcements and other external communications which Oma Savings Bank Plc Group’s parent company Oma Savings Bank Plc (hereinafter referred to as the ”Company”) complies with in its investor communications and financial reporting. 

The key principles for the Company’s communications are openness, consistency, timeliness, neutrality, truthfulness and intelligibility. The Company communicates about both positive and negative issues to all interest groups simultaneously.
The shares of Oma Savings Bank Plc, the Parent Company of the Oma Savings Bank Group, are listed on Nasdaq Helsinki Ltd. In its communications, the Company complies with applicable EU and Finnish legislation, the rules and regulations of the Helsinki Stock Exchange, as well as the regulations and guidelines of the European Securities and Markets Authority (ESMA), the European Banking Authority (EBA) and the Finnish Financial Supervisory Authority (FIN-FSA). In addition, the Company complies the Corporate Governance Code for Finnish listed companies and the Company’s own internal instructions. The disclosure policy is a key component of good governance in the Company.

The Company's Board of Directors has approved this updated disclosure policy on 27 October 2022. The Company’s Disclosury Policy will be revised and updated as necessary.

The Company’s communications are based on the periodic and ongoing disclosure obligation. The home member state of the Company’s disclosure obligation is Finland.

The periodic disclosure obligation refers to information disclosed periodically on the Company’s financial position and its development based on and in accordance with the Securities Market Act and other regulations and the rules of the Helsinki Stock Exchange and the Finnish Financial Supervisory Authority (FIN-FSA).

The Company periodically discloses:

• interim reports for the first and third quarters
• disclosure report on covered bonds every quarter
• half-year report
• financial statements release
• financial statements, the Board of Directors’ report and
• reports of the Company’s corporate governance (Corporate Governance Statement), remuneration report and
• disclosure report on capital adequacy and risk management pillar III and capital and risk management report (CAR).

The reports relating to the periodic disclosure obligation include key information on the Company’s financial position and result and their development. The Company discloses its financial figures at the Group level, including the financial information of the parent company. The Company has one business segment, which is banking.
The Company discloses its periodic reports on the date announced in the yearly calendar. After it has been made public, the yearly calendar will be available on the Company’s website.

Based on the ongoing disclosure obligation, the Company discloses via a stock exchange release principally only separately regulated information and inside information which the EU Market Abuse Regulation (MAR) requires to be made public.
In accordance with MAR, inside information shall be accurate information that has not been disclosed and that relates directly or indirectly to the issuer or financial instrument and that, if it were disclosed, would likely have a considerable effect on the price of the financial instrument or the financial derivatives relating to it.

The Company discloses inside information as soon as possible, unless disclosing the information is delayed on the basis of MAR. In accordance with MAR, disclosing information may be delayed if the following conditions are met:

• Disclosing the information would likely endanger the Company’s legitimate interests,
• Postponing the disclosure of the information would be unlikely to mislead the public, and
• The Company is able to guarantee that the information in question will remain confidential.
• In addition, because the Company is a credit institution, in accordance with MAR it may postpone disclosing inside information if the information relates to a temporary liquidity problem and especially the need to acquire temporary liquidity assistance from the central bank or an emergency financier, if the Financial Supervisory Authority gives permission to postpone the disclosure of the information and all the conditions mentioned in MAR (Article 17) are met.

The decision to postpone the disclosure of information is made by the Board or the CEO, with the deputy CEO as their deputy, based on the assessment of whether the grounds for postponement are met. In connection with the postponement decision, the preconditions for postponing the publishing of information shall be documented, an insider list shall be established and the postponement decision made. The Company shall inform the Financial Supervisory Authority of the postponement decision in connection with the disclosure of the inside information. The issuing of a profit warning cannot be postponed.
In addition, the Company announces via stock exchange releases the business transactions of its executives and any other issues that the stock exchange rules require.

The Company may also communicate via press releases about any events relating to its business operations that do not meet the requirements set for the disclosure of inside information or other stock exchange communications, but which are estimated to have news value or which are estimated to interest the Company’s interest groups.
The Company’s administration, financial and non-financial reporting and monitoring have been arranged in such a way that the Company is able to fulfil its disclosure obligations.

In matters concerning the disclosure of information, including what is disclosed and when, the power of decision lies with the CEO, and in matters decided by the Board, it lies with the Board.

Financial reports disclosed periodically are always preceded by a silent period which begins 14 days before the date of disclosure of the next financial report. During this silent period, the Company’s representatives shall not meet with capital market players or make statements on the Company’s business prospects, markets, financial performance or forecasts to the media or other parties.

If any event taking place during a silent period requires immediate disclosure, the Company shall disclose the information without delay in accordance with the regulations concerning the disclosure obligation and may comment on the event in question.

The Company describes its future prospects annually in its annual financial statement bulletin. The Company also assesses its future development in the report of the Board of Directors, mid-year report and interim reports for the first three and nine months. The assessment of the future prospects concerns the remaining accounting period, unless announced otherwise.

The Company shall issue a profit warning without undue delay if the Company’s result or financial position improves or deteriorates more than forecast, or if the Company’s financial outlook changes substantially from the forecast outlook. The profit warning is based on what the Company has itself publicly forecast previously or what can fairly be concluded from information disclosed previously by the Company.
The Company’s Board decides on whether to announce its future prospects and issue a profit warning. In exceptional circumstances, the decision can be made by the chairperson of the Board together with the CEO.

The Company has nominated representatives who have the right to make statements in the name of the Company on all matters relating to the Company. These nominated representatives are:

•    The CEO and his/her deputy, the Chief Financial and Administrative Officer and the Chief Communications Officer.

The CEO and the Chief Financial and Administrative Officer are primarily responsible for the relationship with the representatives of the capital markets. The Chief Communication Officer is primarily responsible for contacts with the media.

Other members of the management team, the managers of business units and experts will make statements on matters relating to their own areas of responsibility when agreed separately.

The CEO or any other member of the Company’s management team shall not comment on matters concerning the Company’s Board. The Board is generally represented by the chairperson of the Board.

Any statements made in the name of the Company must be made within the framework of previously published information and precisely in accordance with such information. Individual statements must not include information that deviates from information previously disclosed by the Company, nor such complementary information that together with the previously disclosed information may form substantial new information that may be considered inside information.

The representation of the Company in the social media is determined according to the internal instructions provided on the use of social media.ääräytyy sosiaalisen median käytöstä annetussa sisäisessä ohjeistuksessa.

The Company discloses the business transactions of persons in management positions and their immediate circle in accordance with the provisions of MAR. Persons in management positions refer to members of the Board and the Group’s management team. In accordance with current regulations, we observe a closed window period of 30 calendar days before publishing the interim report or financial statements. During the closed window, a person in a management position may not implement shares or other financial instruments issued by the Company on his/her own account or on behalf of a third party.

The Company actively meets with the representatives of capital markets and the media and strives to engage in active dialogue with market operators. Except during the silent period, the Company shall reply to questions from shareholders, investors, analysts and the media without undue delay.

The purpose of the meetings is to provide useful information about the Company and its operational environment. Information must be disclosed within the framework of previously disclosed information and precisely in accordance with such information. No new, undisclosed information is to be provided in meetings, nor such complementary information that together with previously disclosed information may form such new substantial information that could be considered inside information.

Information about the analysts following the Company and their assessments on the Company may be disclosed on the Company website. The opinions, assessments and forecasts of analysts belong to the analysts and do not represent or reflect the opinions, assessments and forecasts of the Company or its management.

On request, the Company will amend the models created by analysts, but only as far as they concern the accuracy of facts and disclosed information. The Company will not be held responsible for assessments or forecasts published by the representatives of capital markets, nor comment on them. The Company will not comment on the Company’s value creation or the value development of its financial instruments and does not favour any individual analyst.

Stock exchange releases are delivered without delay to the Helsinki Stock Exchange and key media and they are published on the Company website. The Company uses the GlobeNewswire distribution system for sharing stock exchange releases.
The main source of information concerning the Company is the Company website www.omasp.fi. The Company’s press releases and financial reviews are available on the Company website where they are made available in connection with the disclosure of information or other publishing of information. The financial reports published by the Company and its stock exchange releases will be available on the Company website for no less than ten years since the date of their publication. The Company makes the material used in investor and analyst meetings available on its website.

The company utilises social media in its communications. The social media is not the primary communication channel for disclosing information that is covered by the disclosure obligation or other information. The role of the social media is to support all other channels. The Company has internal guidelines in place on the use of social media in the Company’s communications.
The Company’s official reporting language is Finnish. All stock exchange releases are published in Finnish and English at the same time. Press releases are published in Finnish.

In matters of the inside circle, the Company shall comply with the EU’s Market Abuse Regulation (MAR)and the lower level decrees based upon it, as well as the provisions of the Securities Market Act, the instructions provided by the authorities and the currently valid rules of Nasdaq Helsinki Oy and insider instructions. The Company’s Board has authenticated insider instructions, which bind everyone working for the Company and all Board members.

In general, the Company does not comment on market rumours, unless it is necessary in order to correct essential or clearly false information. If it is likely that the market rumour will have a significant effect on the value of the Company’s securities, the Company may publish a stock exchange release in order to provide the market with the correct information or to correct substantially incorrect or misleading information.

If insider information concerning the Company has leaked to the public, the insider information must be disclosed to the public as soon as possible.

The Company’s CEO or a manager nominated by the CEO is responsible for the supervision and interpretation of these communication policies. If you have any questions about this Disclosury Policy, please turn to the CEO, the Chief Financial and Administrative Officer or the Chief Communications Officer. In individual cases and for weighty reasons, the CEO may deviate from this Disclosury Policy within the limits set by laws and regulations.

The Company’s Board decides on any changes to the Disclosury Policy. However, the CEO may approve minor or technical changes to this document, in which case the Board must be notified of the changes.