Financials

1. Purpose

The purpose of the policy is to set out the principles relating to Metso disclosures in compliance with the applicable laws and regulations and to support the correct valuation of Metso shares in the market, as well as to define the principles relating to internal disclosures and the Company’s official spokespersons.

This policy is applicable to everyone at Metso, in particular to the persons with the duty to publicly notify, and anyone who receives inside information.

2. Principles of communication and investor relations

Metso complies with the European Union and Finnish laws and regulations^[1] and the company’s Corporate Governance principles in its communication, as well as applies the rules and guidelines of Nasdaq Helsinki Ltd and the Finnish Financial Supervisory Authority (the FIN-FSA). This Metso Disclosure Policy is approved by the Board of Directors, reviewed periodically, and revised when necessary.

1. Metso discloses all information that may have a significant effect on the prices of Metso’s financial instruments (typically a share or debt instrument) and affect investment decisions without undue delay and simultaneously to all stakeholders.
   
   
2. Metso’s communications are based on facts and on the key principles of being consistent, open, honest, equal, and active. The goal of Metso’s Investor Relations is to support the correct valuation of Metso´s share by communicating correct, sufficient, and relevant information to the capital markets about Metso’s operations, operating environment, strategy, objectives, and financial performance.

Metso discloses financial information, interim reports, financial statements and financial statement announcements on a regular basis and according to a schedule announced in advance.

Metso meets with representatives from capital markets and the media and aims to respond to inquiries from investors, analysts, and the media without delay. President & CEO, CFO, Head of Investor Relations and Head of Corporate Communications are the official spokespersons of Metso. The Metso Leadership Team members and other Metso experts may give statements relating to their area of responsibility, when so separately authorized.

3. Financial information and market outlook statements

Metso provides information on its strategy, financial performance and targets in connection with the company’s financial statements reviews, half year reviews and interim reports^[2]. Metso publishes such information according to a preannounced schedule on reports and presentations website, and the information is available on the website for a period of ten years.

Metso reports publicly its financial results on the group and segment level. Metso’s Financial Statements or those of an individual business area can be disclosed to internal or external audiences only after Metso has issued a stock exchange release on the corresponding information.

Financial Statements, including the review by the Board of Directors, are published each year no later than 21 days before the Annual General Meeting in English and Finnish on reports and presentations website.

Guiding the market

Metso provides in its interim reviews, half year reviews and financial statement reviews a short-term outlook statement, which is designed to provide the capital markets and financial media with sufficient information to form an informed view on the Company’s future development. The market outlook is based on the management's view of the development of the operating environment and markets. Metso follows market consensus estimates and considers any need to define or expand its outlook statement if expectations are materially different from its own view. Metso does not give numerical guidance on its expected financial development during current or following financial years.

Metso does not provide forward-looking information other than the specific information given in the company’s official market outlook statement. 

Metso monitors the market expectations. Should the market expectations or market estimates differ substantially from the information given by the company, Metso will take necessary actions to further educate the market.

Metso will review, upon request, analysts’ research reports only for factual accuracy based on Metso’s publicly available information.

Under no circumstances will Metso’s management comment on the company’s valuation or share price development, give preference to one particular analyst or distribute the analysts’ reports to the investment community.

Profit warnings

A profit warning will be issued without undue delay if the Company’s view on the development of its short term outlook, sales, profitability or financial position has changed significantly, in either a negative or positive way, and is materially different compared to market expectations Metso’s President and CEO will estimate and decide, together with the Chair of the Board, whether there is a need to issue a profit warning. This assessment will be based on Metso’s previously issued statements, taking into consideration the outlook and prevailing market situation. A stock exchange release is always published in the case of a profit warning in line with the procedure relating to disclosing inside information.

Silent period

Metso observes a silent period of 21 days prior to the announcement of financial results to prevent divulging financial information and to ensure equality. During the silent period, Metso‘s employees refrain from making any contacts or comments to investors, analysts and the media about the company’s business in general, prospects, financial results or projections.

If any incident that arises during a silent period is subject to timely disclosure, Metso will, however, without delay disclose the information according to the disclosure regulations and may comment that particular matter.

Changes in shareholding

Shareholders of listed companies have an obligation to notify both the Finnish Financial Supervision Authority and the listed company in question of changes in their holdings. Changes must be disclosed when 1) direct holdings, 2) holdings through financial instruments or 3) the sum of these reach, exceed, or fall below 5%, 10%, 15%, 20%, 25%, 30%, 50%, 90%, or two-thirds of a company’s voting rights or the total number of shares. Metso Outotec will publish this information in a stock exchange release without undue delay after the shareholder has notified Metso Outotec and Financial Supervision Authority of such a change.

Metso must statutorily issue a stock exchange release within three days of transactions made with Metso financial instruments and notified by a person with the duty to publicly notify (i.e. members of the Board of Directors and the CEO, see also Metso Insider Rules) or his/her closely associated person.

Rumors, market speculations and leaks

As a rule, Metso does not comment market rumors. However, if after due evaluation Metso deems that a rumor may have a significant effect on the prices of the financial instrument, Metso will respond timely and publish a Stock Exchange Release to correct the market information. In case a rumor, leak or market speculation is likely to include inside information, Metso discloses the proper and accurate information as soon as possible in accordance with applicable laws and regulations.

4. Releases published by Metso

Metso Corporate Communications coordinates and publishes all public announcements to ensure the correct timing of the release, coordination with international markets and a wide and rapid dissemination of the information to all stakeholder groups.

Stock Exchange Releases

Metso discloses all matters which may have a significant effect on the prices of the company’s financial instruments, and thus are potentially price sensitive in nature, as stock exchange releases through the Nasdaq Helsinki without undue delay. However, if the conditions for delayed disclosure of the inside information are met, disclosure may be delayed. In the event of delayed disclosure, Metso notifies the Finnish Financial Supervisory Authority of the delay immediately after the inside information has been published.

Metso’s Business Areas and Market Areas have an obligation to advise and brief the Metso Leadership Team on all potentially price sensitive decisions made, or matters arising within their businesses, and ensure that appropriate action is taken to prepare necessary public announcements. All potentially price sensitive matters shall be sent to Investor Relations, Corporate Legal and Corporate Communications for pre-assessment and drafting. Significant announcements, such as financial statements, interim reports, major acquisitions and top management appointments, are presented to the Board of Directors for comments and approval.

Metso discloses information on the following matters as a stock exchange releases:

• Financial and business performance quarterly;
• Significant changes to previously announced strategies, targets, market outlook and/or financial guidance;
• Orders that substantially deviate from Metso’s normal business operations either by exceptional value or significance;
• Major investments, acquisitions and divestments;
• Significant cooperation agreements;
• Appointments of the Board of Directors, President & CEO, Deputy CEO, and the Metso Leadership Team members;
• Share based incentive programs;
• Significant legal actions;
• Crisis situations;
• Major restructurings; and
• and notifications on transactions related to Metso’s shares conducted by persons discharging managerial responsibilities and persons closely associated with them, in accordance with the MAR.

Press releases and trade press releases

Metso publishes all other company announcements either as a press release or a trade press release. Metso may announce major orders received as press releases after they have been booked in the order intake.

5. Internal disclosure and insider rules

In issues related to inside information, Metso complies with the applicable laws and regulations including MAR, the regulations and guidelines of the Finnish Financial Supervisory Authority, as well as Nasdaq Helsinki’s Guidelines for Insiders.

Metso's Insider Rules apply to information given to the company’s own personnel. Metso’s Insider Rules prohibit persons with the duty to publicly notify, as well as certain other persons defined by the General Counsel, from trading with Metso financial instruments during the closed window of 30 days prior to the publication of financial information. At all times, persons with the duty to publicly notify must get a permission from General Counsel before trading.

Metso's Insider Rules also give further guidelines on how the persons with the duty to publicly notify and their closely associated persons must inform Metso on any transaction exceeding EUR 5,000 cumulatively per annum with Metso financial instruments.^[3]

6. Communication in exceptional situations

In the event of exceptional situation or crisis, the Metso Leadership Team must be informed promptly.

Depending on the magnitude and type of the crisis, the Board of Directors or President & CEO of Metso will nominate a Crisis Management Team to handle the practical risk management and related communications in cooperation with Corporate Communications. Metso’s best experts in the relevant areas will be used to manage the exceptional situation.

DOCUMENT

Document approver:             Board of Directors

Document owner:                 President & CEO

First approved:                     June 30, 2020

Revised:                             

[1] Primarily the Market Abuse Regulation (MAR), the Finnish Companies Act and Finnish Securities Markets Act

[2] Securities Markets Act, Chapter 2, Sections 5, 6 & 7

[3] The Market Abuse Regulation, Article 19