Valid as of 3 August 2020
This disclosure policy describes the general principles Citycon Oyj (“Citycon” or the “company”) adheres to in its communication with capital market participants. It aims to increase awareness of Citycon’s disclosure obligations and restrictions as defined in the regulations and rules from time to time applicable to listed companies in Finland.
This disclosure policy has been approved by Citycon’s Board of Directors. The Board of Directors’ Audit and Governance Committee will periodically review this policy and propose modifications to the Board of Directors as and when necessary.
This disclosure policy is available on Citycon’s website and intranet.
2. Disclosure Framework
Citycon’s shares are listed on Nasdaq Helsinki Ltd. In its disclosures, Citycon complies with the relevant Finnish and European Union regulation, the rules of Nasdaq Helsinki Ltd., the Finnish Corporate Governance Code 2020 and the guidelines of European Securities and Markets Authority (ESMA).
Citycon prepares its financial statements, half-year financial reports and interim reports in accordance with the International Financial Reporting Standards (IFRS). In its reporting, Citycon also applies financial and sustainability reporting best practices policy recommendations for listed real estate companies published by the European Public Real Estate Association (EPRA) and the sustainability reporting guidelines of Global Reporting Initiative (GRI).
Where a company belonging to Citycon Group has issued financial instruments, such as listed bonds, outside of Finland, Citycon also complies with applicable foreign regulations and rules of other stock exchanges.
3. Objectives and Principles
The primary objective of Citycon’s communication with capital market participants is to increase the company’s appeal as an investment. The company aims to enhance investor-information transparency and improve the recognition of its business and thus generate added value to its shareholders, for example, by maintaining a continuous dialogue on communications and reporting with investors and analysts. The focus of communications is on the creation of long-term value performance.
The guiding principle of communications is to continuously provide the market with accurate, consistent, open and up-to-date information on the company to ensure that capital market participants have as transparent and clear a picture of the company as possible on the basis of which they can reasonably assess the prices of the company’s financial instruments or the price of related derivative instruments. In its communication with capital market participants, the company adheres to the principle of equal and simultaneous access to information. Citycon publishes its financial reports and stock exchange releases in Finnish and English.
In its communications, the company seeks to apply prevailing market practices and to provide information on similar issues in the same way. If the company finds it necessary to change or correct information previously published, the change or correction shall be disclosed as soon as possible after the need to change or correct information has been discovered and using the same distribution channel as previously.
4.1 Responsibilities and Spokespersons
The company’s CEO is responsible for the company’s communications. Each release is communicated for the information of the IR Officer well in advance and approved, before it can be published, as follows
- stock exchange release: CEO, CFO or Senior Legal Counsel two together;
- corporate press release and investor news: CEO, CFO with Communications Director or IR officer two together
- shopping centre specific press releases with a local, commercial nature and relating to campaigns, events or other operations in the shopping centre: COO or responsible Commercial Director together with the Communications Director.
The releases include contact details of the persons who provide further information on the matter in question.
The CEO, CFO, IR Officer and Communications Director are primarily responsible for investor and media relations of the company. Citycon’s communications is responsible for coordinating communication with the financial and general media. Only the CEO, CFO and IR Officer can comment on the company’s financial standing and future prospects. In their areas of responsibility, the relevant directors or experts can comment on issues relating to an individual shopping centre, project or operation.
4.2 Communication Channels
The main channel of the latest information on Citycon is the company’s website www.citycon.com. All financial reports and stock exchange releases published through Nasdaq Helsinki Ltd. are as soon as possible also available on the company’s website, on which all other information for investors, including executive presentations relating to the disclosure of financial results and recordings of these events as well as presentations prepared for regular investor meetings, is also published. All information published will be available on the company’s website for at least five (5) years and the financial statements, reports by the Board of Directors, auditor’s reports, half-year financial reports, interim reports and corporate governance statements for at least ten (10) years after their publication. Material for investors published by the company can be ordered via the website at www.citycon.com.
4.3 Meetings for Investors, Analysts and the Media
Citycon will respond to the queries of investors, analysts and the media by telephone or e-mail as soon as practically possible, however, noting the restrictions following from the silent period described below.
The company will organize a live audiocast or a conference call for investors, analysts and the media in conjunction with the disclosure of its financial results, on which the CEO and/or CFO present the essential content of the disclosure. In addition, the company may hold press conferences in conjunction with significant events or changes, such as acquisitions of material size and significant changes in the corporate strategy.
Citycon organizes a capital markets day regularly to provide investors and analysts monitoring the company with background information and insight into the company’s operations. The webcast of the event can be watched online and the recording of the event as well as key materials will be available on Citycon’s website afterwards.
Citycon proactively meets capital market participants and the media. The company’s IR Officer(s) manages such events. In addition, Citycon participates in events for institutional and private investors with its partners, such as banks.
Organized visits to the company’s shopping centres and construction sites of ongoing (re)development projects constitute an important part of the company’s communications.
The purpose of the investor, analyst and media events is to provide background information on the company and its operating environment. Discussions at these events are based on information published by Citycon or generally available in the market, and will not include any undisclosed information that is likely to have a significant effect on the prices of the company’s financial instruments.
4.4 Silent Period
Citycon adheres to a 21-day silent period prior to the announcement of its financial reports to prevent premature disclosure of financial information and to ensure equal access to the information. During this period, Citycon refrains from commenting on the company’s business prospects, financial performance, future prospects or other issues that can potentially have a significant effect on the prices of the company’s financial instruments.
However, if an event occurring during the silent period requires immediate disclosure of information on the event, Citycon will disclose the information as soon as possible in compliance with disclosure requirements and comments on these events when deemed necessary.
4.5 Rumours, Market Speculation and Information Leaks
Citycon will not comment on rumours circulating in the market, speculation by the media, share price performance, competitors’ or clients’ actions or analysts’ assessments. However, if such information has a significant effect on the prices of the company’s financial instruments, Citycon will consider the need to publish a stock exchange release to provide the market with correct information and to promote orderly price formation. Nasdaq Helsinki Ltd. may also require the company to publish information in special circumstances that cause significant uncertainty to unbiased trading or reliable price formation of the company’s financial instrument in the stock exchange.
If the company learns that inside information the disclosure of which has been delayed under the Market Abuse Regulation (EU 2014/596) (MAR) has leaked, the company will publish a stock exchange release on the matter without delay. If a rumour explicitly concerns inside information the disclosure of which has been delayed in accordance with the MAR, and is sufficiently accurate to indicate that confidentiality of that information cannot anymore be ensured, the company will as soon as possible disclose a stock exchange release on the matter. Information leaks are prevented by maintaining insider lists and by inducting and training personnel on insider issues.
5. Periodic Disclosure Obligation
Citycon regularly discloses information on its financial position in accordance with an annual schedule. The release dates of the financial statements release, financial statements, the report by the Board of Directors, half-year financial reports and interim reports as well as the date of the Annual General Meeting for the next financial year will be announced, at the latest, in conjunction with the third-quarter interim report of the previous financial year.
5.1 Half-year Financial Report, Interim Report and Financial Statements Release
The company publishes annually half-year financial report prepared for six months, interim reports prepared for three and nine months as well as full-year financial statements release describing the company’s financial position and business performance. The reports are published no later than two (2) months after the end of the period under review. These reports contain financial information for the previous quarter and the reporting period as well as a year-on-year comparison of the results of the previous quarter and the reporting period. The full-year financial statements release also contains information on the proposed dividend and other asset distribution. The essential content of these reports that is likely to have a significant effect on the prices of the company’s financial instruments is published as a stock exchange release, which includes the entire report in question as an attachment.
5.2 Financial Statements, Report by the Board of Directors, Auditor’s Report and Corporate Governance Statement
Citycon publishes annually, within two (2) months of the end of the financial year at the latest, the financial statements.
The financial statements include the report by the Board of Directors, IFRS consolidated financial statements, parent company financial statements under FAS and auditor’s report for the accounting period. These documents, together with the corporate governance statement prepared in accordance with the Finnish Corporate Governance Code 2020, are published as appendices to a stock exchange release and are also available on the company’s website.
Based on its financial targets, the company provides guidance on its financial prospects in conjunction with its financial statements release, half-year financial report and interim reports. As a general rule, the guidance contains estimates of the development of the company’s direct operating profit, operating earnings per share and adjusted operating earnings per share for the current financial year. The company can also provide estimates of the development of other key figures. The published estimates are based on the budget approved by the company’s Board of Directors and the company’s internal updated forecast for the current period, financial targets, the company’s existing property portfolio, (re)development projects and the general market outlook, such as the key figures of the national economy as well as the prevailing inflation and exchange and interest rates. However, where the financial prospects and their underlying fundamentals would involve significant uncertainties, the company may refrain from issuing prospects in order to avoid giving misleading information.
5.4 Profit Warning
Citycon will publish a profit warning if the company considers that the outlook of its financial result, profitability, financial position or other future prospect materially deviates from a previously given guidance either positively or negatively. Profit warnings are published as a stock exchange release as soon as possible. The CEO and the CFO assess continuously the accuracy of the guidance given to the market and inform the members of the Board of Directors in writing of any material changes without delay. The Board of Directors will decide on issuing a profit warning. The Chairman and the Deputy Chairman may, if necessary, make an independent decision on issuing a profit warning, if the unavailability of the majority of the Board of Directors would endanger the issuing of a profit warning without undue delay. After issuing a profit warning, the Board of Directors will convene as soon as possible to discuss a full report on the profit warning.
6 .Continuous Disclosure Obligation
6.1 Stock Exchange Releases
Citycon will, as soon as possible, issue a stock exchange release on inside information, i.e. non-public, precise information which directly concerns Citycon and is likely to have a significant effect on the prices of the company’s financial instruments, unless the disclosure of the information is delayed in accordance with the applicable regulations. Such stock exchange release will include a notification that it concerns inside information.
Besides inside information, Citycon discloses the following information as stock exchange releases:
- the financial statements, half-year financial reports and interim reports;
- notices of General Meetings, Board of Directors’ proposals to the General Meetings and decisions made by the General Meetings;
- changes in the Board of Directors or Corporate Management Committee (incl. the CEO) as well as changes of the Auditor;
- share-based incentive schemes;
- managers’ transactions in Citycon’s financial instruments pursuant to the MAR;
- major shareholders flagging announcements;
- financial calendar;
- other information to be published as a stock exchange release according to the rules of Nasdaq Helsinki Ltd.
The CEO, CFO and/or Senior Legal Counsel decide on whether the criteria set for a stock exchange release are met. When assessing the need for issuing a stock exchange release, account will be taken of the fact whether similar issues have previously been disclosed through stock exchange releases and, as a rule, the same distribution channel shall be used in similar information.
6.2 Press Releases and Investor News
Citycon publishes press releases on actions or events relating to the company’s business that do not meet the criteria set for a stock exchange release or investor news (see the next paragraph) but that are of general interest among stakeholders or that have local news value. Such actions or events may relate to a specific shopping centre’s activities or projects, and also include mid-sized and even larger property (re)development projects or real estate transactions which are not expected to have a significant effect on the prices of the company’s financial instruments taking into account the nature of the company's business.
Citycon may publish investor news, directed especially to investors and other capital market participants, on events relating to the company’s business that do not meet the criteria set for a stock exchange release but are, in the company's view, relevant to investors or other capital market participants due to their scope, nature or other significance.
Smaller real estate transactions, (re)development projects or joint ventures that are not, in the company’s view, significant to the investors, may also be disclosed solely in connection with a half-year financial report, an interim report or a financial statements release.
7. Prohibition on Disclosure of Inside Information and Allowed Disclosure of Inside Information
Citycon applies internal insider guidelines, which comply with the Guidelines for Insiders issued by Nasdaq Helsinki Ltd. and include detailed guidance relating to the prohibition on the use and disclosure of inside information. The guidelines are available to all personnel on the company’s intranet.
When the disclosure of inside information is delayed as referred to in Section 6.1 above, the company opens and maintains a deal-specific or event-based insider list in accordance with the MAR. Individuals who receive inside information relating to a project that the CEO has classified as an insider project are entered in a deal-specific or event-based insider list. The persons entered in an insider list are notified of their entry in the list, the prohibition on disclosure and abuse of inside information, and the trading restrictions in writing. The persons are required to acknowledge in writing the legal and regulatory duties entailed and that they are aware of the sanctions applicable to insider dealing and unlawful disclosure of inside information. Disclosure of inside information is allowed only if it forms part of the normal performance of the disclosing insider’s job, profession or duties.
8. Market Soundings
Citycon has its internal rules and procedures regarding market soundings to ensure that the company complies with requirements stipulated by MAR.
9. Crisis Communications
Citycon has its internal crisis communication guidelines, which include communication principles, practical instructions and responsibilities for crisis situations. Personnel of the company’s shopping centres are trained regularly in crisis communications and the management of crisis situations.
Crisis situations are reported to the CEO and relevant Corporate Management Committee member(s), head of the relevant function, company’s communications and VP, Operations Development. The communication principles applied in a crisis situation include the assurance of the quality of information published, openness, promptness and activeness.
When required, Citycon's CEO can issue further instructions for the practical implementation of the Disclosure Policy, and CEO has the right to deviate from the policy for weighty grounds in individual cases when it can be done within the constraints of laws and regulations.