Description and purpose of the policy
Ramirent Plc is listed on the NASDAQ Helsinki. As a listed company Ramirent complies with the information disclosure obligations under the Finnish Securities Markets Act, regulations of the Financial Supervisory Authority and the disclosure rules of NASDAQ Helsinki as well as other applicable regulations for public listed companies.
The purpose of Ramirent’s disclosure policy is to guarantee fair disclosure of information to the public and to make sure that the disclosure is prompt, correct, relevant and not misleading, and that all market participants have simultaneous access to any share price sensitive information. The communications function in Ramirent is also to support the group’s strategic and business goals through communicative means, including Ramirent's corporate image. This document describes Ramirent’s general guidelines for disclosing information to company’s stakeholders and other media, and defines the responsibilities especially in matters relating to information disclosure and investor relations. Corporate communications acts as a service function.
Target groups of the document
This document is primarily targeted at persons in management positions and communications and marketing personnel at Ramirent. However, this document is also distributed to all Ramirent units and it aims to ensure a broad understanding of Ramirent communications and information disclosure obligations.
The communications of Ramirent are to be prompt, correct, relevant and not misleading. The purpose of the Corporate communications function in Ramirent is to fulfil the communications obligations of a public listed company, and to support the Group’s strategic and business goals through communicative means. This also includes responsibility for Ramirent’s corporate image. The task of communications is to promote the company’s business operations while at the same time minimizing the effects of any negative publicity on the Group and its business units by anticipating such eventualities and responding fast.
The role of Ramirent external communications is to build and maintain a truthful and thus a positive corporate image. The role of Ramirent internal communications is to inform the personnel of matters concerning Group operations and strategy and thereby support their commitment and motivation in working towards joint group goals.
Corporate communications is responsible for e.g. stock exchange communications, investor relations, financial media relations and Group level internal communications. Ramirent’s local companies are responsible for distributing such news locally and, where necessary, for translating them into local language. Ramirent’s local companies are responsible for customer communications and for relations to local trade press and media, as well as for internal communications within their local organizations. The local group companies are welcome to contact Corporate Communications in all matters related to communications and branding.
The authority to make public statements on behalf of Ramirent as a group entity rests with the CEO, CFO and the head of Corporate Communications & IR.
For individual business units, the spokesperson is the Managing Director or the general Manager of the unit, or a designated senior executive.
Ramirent interacts with shareholders, investors and analysts on regular basis. The main objective of Ramirent investor relations is to support the correct valuation of Ramirent share by pursuing an open, adequate and up-to-date disclosure practice.
All events and presentations involving shareholders, investors and analysts, their conduct and the support materials are prepared and coordinated by Ramirent’s Corporate Communications and Investor Relations function. Discussions in these meetings are based on previously published information.
As a listed company, Ramirent complies with the obligations under the Finnish Securities Markets Act, MAR and Nasdaq Helsinki Rules (July 3, 2016, as may be amended) as well as other regulations for public listed companies.
Ramirent shall always, as soon as possible, disclose correct and relevant information with equal and simultaneous access to all market participants about decisions, facts or other circumstances that are ‘price sensitive’, i.e. inside information (“inside information”). Inside information is defined as information of
precise nature, which has not been made public, and which, if it were made public, would be likely to have a
significant effect on the prices of Ramirent share or other financial instruments or on the price of the related derivative financial instruments.
For the purposes of the abovementioned, information shall be deemed to be of a
precise nature if it indicates a set of circumstances which exists or which may reasonably be expected to come into existence, or an event which has occurred or which may reasonably be expected to occur, where it is specific enough to enable a conclusion to be drawn as to the possible effect of that set of circumstances or event on the prices of Ramirent shares or other the financial instruments or the related derivative financial instruments.
Further, information which, if it were made public, would be likely to have a
significant effect on the prices of Ramirent shares or other financial instruments or derivative financial instruments, shall mean information a reasonable investor would be likely to use as part of the basis of his or her investment decisions.
The Board of Directors, or in urgent matters, the President and CEO of the Group is responsible for defining whether information falls under the definition of inside information.
In evaluating whether a matter is expected to be price sensitive, i.e. containing inside information, only material decisions, facts and circumstances compared to the company´s activities as a whole are relevant. Additional basis for evaluation may be whether similar matter has been treated in the past as price sensitive and has been published by a stock exchange release.
All the companies in the Ramirent Group (i.e. Managing Directors) have the responsibility to keep Corporate Communications & IR aware of such matters and developments, which might impose an obligation to disclosure information to the stock exchange. This must happen early enough so that a release can be prepared.
Inside information will be released and filed as a stock exchange release at Group level. The team of CEO, CFO and Corporate Communications, IR makes the disclosure decisions.
As a regular disclosure requirement Ramirent shall disclose all financial reports. This involves the disclosure of financial interim reports and annual financial statements. Also if it is likely that the company’s development during the reporting period will deviate from assessments that have previously been issued publicly or from what can be justifiably concluded based on previously published information, the company will disclose any such information, if the deviation is considered price-sensitive (profit warning). All financial information is strictly confidential until disclosed through stock exchange release.
In addition to the disclosure of periodic financial information, the company has obligation to disclosure other matters which, if they were made public, would be likely to have a significant effect on the prices of Ramirent shares or other financial instruments or on the prices of the related derivative financial instruments. The public disclosure requirement may arise, for example, in relation to the following matters:
- Major orders or investment decisions;
-Co-operation agreements or other agreements of major importance;
-Material new or strategic joint-ventures;
-Commencement, settlement or judgment on material legal disputes;
-Material decisions taken by authorities; and
-Acquisitions and divestments of strategic significance.
Above referred matters shall be strictly confidential and may also be insider information unless and until made public by a stock exchange release.
Regular business news that do not fulfil the criteria for a stock exchange release but are estimated to be newsworthy or otherwise of interest to stakeholders and public are published as Press Releases by Corporate Communications in cooperation with local subsidiaries. Such news consists, for example, of the following:
-Orders received (Ramirent does not comment on ongoing projects)
-Minor contracts of strategic importance
-Successful projects or customer cases
-Minor new product launches, new technology developments
-Minor cooperation agreements with customers and partners
-Business unit and local management appointments
The company’s inside information shall be disclosed to the public as soon as possible. However, Ramirent may delay the disclosure of inside information, (a) if immediate disclosure is likely to prejudice the legitimate interests of the company, (b) the delay of disclosure is not likely to mislead the public and (c) the company is able to ensure the confidentiality of that information.
The following situations may be mentioned as examples of the legitimate interests of the company which, depending on the case, may justify the delay of disclosure to the public, as referred to in item (a) above (provided that also other conditions for the delay of disclosure are met):
Ongoing negotiations (the outcome of those negotiations would be likely to be affected by immediate public disclosure)
Decisions taken or contracts made by the management body of the company which need the approval of another body of the company
R&D, inventions etc. (immediate public disclosure would be likely to compromise the realization)
Acquisition negotiations (immediate public disclosure would be likely to compromise the realization)
A transaction, which requires an approval from an authority, that has been publicly disclosed earlier (the publication of further conditions could compromise the realization of the transaction)
The financial viability of the issuer is in grave and imminent danger (immediate public disclosure would seriously jeopardise the interest of shareholders by undermining the conclusion of specific negotiations designed to ensure the long-term financial recovery of the company)
The following may be mentioned as examples of situations, where the delaying of disclosure would be likely to mislead the public, as referred to in item (b) above (i.e. the disclosure of information to the public may not be delayed, but instead, the information shall be disclosed as soon as possible):
the inside information the company intends to delay is materially different from a previous public announcement of the company on the matter to which the inside information relates to;
the inside information the company intends to delay regards the fact that the company’s financial objectives are likely not to be met, where such objectives were previously publicly announced; or
the inside information the company intends to delay is in contrast with the market’s expectations, where such expectations are based on information that the company has previously published.
The possibility to delay public disclosure does not apply to the duty to issue a profit warning, therefore a profit warning shall be issued as soon as possible.
The Board of Directors of Ramirent, and in urgent cases the President and CEO of the Group, shall make the decision on delaying the publication of inside information.
The decision on the delaying the publication of inside information must be documented and the Finnish Financial Supervisory Authority (Finanssivalvonta) will be informed about the postponement immediately after the final announcement has been made. Further, an account on the fulfilment of the prerequisites set for the delay of publication of inside information shall be delivered to the Finnish Financial Supervisory Authority upon the request of the Finnish Financial Supervisory Authority.
In general, Ramirent does not comment on pending matters, market rumors or media speculation, share price development, actions of competitors or customers, or analyst estimates unless considered necessary to correct relevant and clearly incorrect information that may materially affect the value of its security. In such a case the company will publish a correction.
In the event that a market rumor is likely to have a significant effect on the price of Ramirent share or other financial instruments, or on the price of related derivative financial instruments, the company may consider issuing a release to provide correct information on the matter or to correct incorrect or misleading information. Such information shall however be disclosed to the public as soon as possible, if the delayed information differs significantly from what the market expects based on the indication of the issuer.
In addition, if the disclosure of the information in exceptional situations or circumstances (e.g. an exceptional rumor situation) which cause significant uncertainty either as regards fair and non-discriminatory trade of the company’s share or other financial instrument or as regards its reliable price formation in the stock exchange, the company shall disclose such information in compliance with the regulations of the stock exchange upon demand of the stock exchange.
Only officially disclosed price sensitive information (i.e. in interim reports and stock exchange releases) may be disseminated in the course of individual meetings and corporate presentations with Ramirent management. Thus, dissemination of undisclosed inside information is forbidden in such meetings and presentations.
In case Ramirent learns that inside information has leaked prior to its disclosure or unintentionally to a third party, who does not owe duty of confidentiality, the company shall make an announcement regarding the matter to the public as soon as possible.
Further, where disclosure of inside information has been delayed in accordance with the applicable regulations and the confidentiality of that inside information is no longer ensured, the announcement is to be made as soon as possible. This applies also in the case of market rumour which is accurate enough to indicate that the confidentiality of inside information is no longer ensured.
All Ramirent Companies have the right to discuss in public their own area of operations, but no numerical financial information or other price sensitive information (inside information) other than what has been disclosed in Group financial reports or through stock exchanging releases may be disclosed.
Ramirent publishes a company calendar for each year listing the dates on which the company discloses its interim financial reports and date of the annual general meeting.
Ramirent observes a silent period of 30 days prior to the announcement of financial reports to prevent divulging financial information and to ensure equality. During this period Ramirent’s top management refrains from making any contacts or comments to investors, analysts and the media about the company’s business prospects, financial results, or future prospects. If an incident that arises during a silent period is subject to timely disclosure, Ramirent will, however, as soon as possible disclose the information according to the disclosure regulations and may comment that particular matter.
Ramirent discloses interim reports regarding the company’s financial and business performance. The reports include interim and year-to-date figures on sales and profitability development, information on market development, segment information, strategic actions, capital expenditures, acquisitions, cash flow and balance sheet and outlook as well as other relevant information.
An annual report is published each year no later than three weeks before the Annual General Meeting, however at the latest four months from the expiry of the preceding financial period. The annual report includes information about the year’s main events, CEO’s review, strategy review, and business segment review as well as the official audited consolidated financial statements of the company with the auditor’s report and the Board of Director’s report.
In conjunction with the strategy process, Ramirent’s Board of Directors assesses the need to revise the financial targets. Changes in financial targets are published as a stock exchange release. Based on its financial targets and the current market outlook, Ramirent gives guidance on the general outlook for the current financial year in conjunction with the full year report and interim reports. The outlook is given for the entire year and not for each quarter.
It may be noted that Ramirent is active in a both cyclical and seasonal industry, with a very short order backlog. The visibility of the business development is low. The Company is largely dependent on external information sources to estimate its future revenues. Since Ramirent’s cost base is to a large extent fixed, a small variation of the revenue has a large impact on profitability, especially on a quarterly basis.
According to the disclosure rules, a profit warning must be issued if the company's result or financial position unexpectedly and significantly shows either a less favourable or a better performance than a previous outlook and guidance given by the company or if it is likely that the company’s development during the reporting period will deviate from what can be justifiably concluded based on previously published information. Profit warnings are disclosed as soon as possible if Ramirent estimates that such deviation is considered price sensitive.
Ramirent has adopted internal Ramirent Insider Instructions (available at https://intra.ramirent.com), which comply with the Nasdaq Helsinki Guidelines for Insiders.
If inside information (e.g. unpublished financial or other price sensitive information) is given to employees in the course of their duties, they must be made aware that they are entered into the project specific insider list and be informed that the insider rules then apply to them. It must further be verified that each person who receives inside information will undersign a specific insider undertaking form regarding that particular matter and be registered in the insider list. Contact person is Ramirent’s Insider Officer. Project-specific insiders may not disclose nor take advantage of such unpublished confidential company information (i.e. no trading on Ramirent securities or related derivative financial instruments is allowed while holding insider information).
The members of the Board of Directors and its secretary, the President and CEO, and the members of the Group Executive Management Team are
persons discharging managerial responsibilities (the “Manager(s)”). The Managers, as well as persons closely associated with them, shall notify the company and the Finnish Financial Supervisory Authority of transactions relating to the shares or other financial instruments of the company, provided that the total amount exceeds EUR 5,000 within a calendar year. In addition, the company shall disclose to the public such transactions with a stock exchange release.
In addition, the company has also designated certain persons preparing interim financial reports or year-end reports, as well as certain other managers of the company and persons responsible for its finances, financial reporting and communications, and persons who have access to the abovementioned information, regardless if they have inside information, as
persons within the information core of the company.
A Manager and a person within the information core of the company shall not conduct any transactions on its own account or for the account of a third party, directly or indirectly, relating to the Ramirent shares or other financial instruments linked to them during a closed period of 30 calendar days before the announcement of an interim report or a year-end report and including also the day of the publication of an interim report or a year-end report (
Media relations are handled jointly by Ramirent Corporate Communications and local companies.
Corporate Communications coordinates communications with the media. It is responsible for ensuring that Group-level communications comply with the company’s values and that they promote the corporate image goals set by the Group. It is not enough that Group-level communications meet the minimum official stipulations; the aim of communications is to create a competitive edge for the company.
Local communications, business communications and the PR activities of the local group companies are the responsibility of the managing director of the company, or the persons appointed by them. Corporate Communications acts as a consultant to these bodies, assisting them in all aspects of communications.
The head of each country is responsible for the country’s communications. The communications of each country must be in line with the corporate communications policy and the Group’s values. Local communications must not cause damage to other countries or the common interests of the Group. Any releases produced on country level must likewise comply with the Group’s values.
Communications should always be as open as company confidentiality permits, and also always reliable and as fast as possible. We mean to provide the same information to all media at the same time and apply equality with respect to all the media. As a rule we always try to append to releases the name of the person(s) who may be contacted to provide further information and a link to the Ramirent.com media bank.
Ramirent employees may give interviews and statements only concerning their own area of responsibility, unless otherwise agreed. Interviewees should always notify their own operating area’s/ units communications person in advance about a possible interview. In case the interview request comes from an international or financial journal, also Corporate Communications, should be notified.
Information that is purely of local nature, such as local appointments, job opportunities, events and provide more details about products and services can be announced locally without the approval of Corporate Communications. Local news may not contain numerical information other than such financial information which has been published previously by Ramirent Corporate Communications.
Corporate Communications is responsible for Ramirent’s corporate image and brand.
Ramirent’s brand is the perceived sum of all our actions and, at the same time, the heart and soul of our company. Naturally, we want this experience to be as unique, positive and consistent as possible. Ramirent’s corporate identity and communication express the profile and personality of our company, the way we look, talk and behave. It is designed to accord with and facilitate the attainment of our business objectives and vision of being the leading and most progressive equipment rental solutions company in Europe. Ramirent’s visual identity is defined in the Ramirent brand guidelines.
The name Ramirent should principally be used in full format. The shortened version "Rami" is only used internally at Ramirent.
Ramirent acts as a sponsor and advertises for support purposes only after very careful consideration. Such purposes must be clearly in line with the Group’s values, vision and mission, and also create added value for the company’s brand. Decisions on such sponsorship and advertising are taken by the Director, Corporate Communications on group level and by Country marketing managers on country level.
In the event of a major crisis situation within Group operations or an individual business segment it is particularly important that the damages to corporate image can be minimized and communication is effective and handled well.
It is vital that in the event of a major crisis, full and accurate information – with regular updates as the situation develops – is passed rapidly to the Group Management Team.
Crisis management at Ramirent is part of the company’s risk management function. The Crisis Management Team (CMT) handles practical crisis management. In exceptional situations, CMT appoints the designated spokespersons responsible for communications, among other things. Ramirent’s best experts for each situation are used to assist in special situations. For detailed instructions on how to proceed, please review Ramirent’s crisis communications guidelines available under Communications-section of the Group Intranet.
If you have any questions regarding Ramirent communications or if you think a certain situation could fall under Ramirent’s obligation to provide stock exchange information please inform your immediate superior and Corporate Headquarters at Vantaa, Finland:
Franciska Janzon, SVP, Marketing, Communications, IR
Direct +358-20 750 2859
Fax+358-20 750 2850
The President and CEO of Ramirent Plc is responsible for overseeing and deciding on possible deviations from Ramirent’s Disclosure Policy. Ramirent respects the views of its customers and other business partners in terms of release regarding orders received, company acquisitions and divestitures, and cooperation agreements, subject, however, to the mandatory disclosure obligations under MAR and the Nasdaq Helsinki rules and other applicable regulations.