Disclosure policy

This Disclosure Policy describes Nightingale Health Plc’s key principles for disclosing information and communicating with the capital markets, media and other stakeholders. The principles set in the Disclosure Policy govern Nightingale Health and its subsidiaries.  

In its communications, Nightingale Health complies with applicable EU and Finnish legislation, the Rules and Regulations maintained by Nasdaq Helsinki and Nasdaq Nordic as well as the guidelines of ESMA (European Securities and Markets Authority) and the Finnish Financial Supervisory Authority. Nightingale Health also complies with the Finnish Corporate Governance Code (2025) for listed companies and with the company’s Articles of Associations as well as its internal rules and guidelines.  

Nightingale Health’s Board of Directors approves the company’s Disclosure Policy.  

Objectives and principles

The objective of Nightingale Health’s communications is to ensure that all market participants have simultaneously and without delay access to equal, sufficient and substantial information on the material factors relating to the company and its business, which factors may have an effect on the value of Nightingale Health‘s financial instruments, and that the information disclosed gives correct and sufficient information on the company’s operations.  

The key principles of Nightingale Health’s investor communications are openness, timeliness, reliability, transparency, consistency, and impartiality. The company communicates consistently both positive and negative matters.  

Nightingale Health's official reporting language is Finnish, and the company reports also in English. All stock exchange and press releases are published in Finnish and English.  

Disclosed information

Disclosure comprises the obligation to disclose periodic and ongoing information. Nightingale Health discloses information under the disclosure obligation as soon as possible and simultaneously to all stakeholders.   

The reports covered by the periodic disclosure obligation include key information about the company’s financial situation, results and the development of the same. The company reports its financial figures at group level.  

The Board of Director’s report, including financial statements and auditor’s report, are published no later than three (3) weeks prior to the Annual General Meeting deciding on their approval. In addition, Nightingale Health annually publishes a corporate governance statement and a remuneration report as well as information on managers’ transactions.  

Inside information to be disclosed as soon as possible may include:  

• Major changes in strategy 
• Major investment decisions 
• Significant organisational changes 
• Significant acquisitions, divestments, agreements on joint ventures and financial arrangements 
• Changes in the Board of Directors, Management Team or the Auditor 
• Major changes in future outlook 
• Significant legal actions or other proceedings by authorities and decisions ruled the proceedings  

Stock exchange releases, press releases and notice to Annual General Meeting  

The releases published by Nightingale Health are divided into two categories: stock exchange releases and press releases. The category of the release is determined by the materiality and significance of the information.   

Stock exchange releases 

The company discloses insider information and other matters specified in section two as a stock exchange release as soon as possible. In addition, information disclosed according to the periodic disclosure obligation is published by the company through a stock exchange release. 

Dates for disclosing information concerning periodic disclosure obligation are specified in Investor Calendar.  

The stock exchange releases are submitted to Nasdaq Helsinki and main media and published on the company’s website.  

Press releases

Press releases targeted to general and industry media provide information about Nightingale Health’s regular business news that do not fulfill the criteria for a stock exchange release but are assessed to be newsworthy or otherwise of interest among stakeholders of the company.  

Notice to Annual General Meeting

The schedule for publishing the notice of the General Meeting is specified in the company’s Articles of Association. The date for disclosing the notice to Annual General Meeting is specified in investor calendar on the company website.  

Disclosure obligation of insider information and delay of disclosure   

The company publicly discloses the insider information as soon as possible, unless the disclosure is delayed in accordance with the regulation (EU) No 596/2014 of the European Parliament and of the Council on market abuse (Market Abuse Regulation, “MAR”), whereupon the conditions of delay of MAR need to be met. In accordance with provisions of MAR, the company may delay disclosure of insider information if all of the following conditions are simultaneously met:  

• disclosure of information is likely to prejudice the legitimate interests of the company, 
• delay of disclosure is not likely to mislead the public, and 
• Nightingale Health can ensure the confidentiality of such insider information.  

Nightingale Health’s Board of Directors and the CEO will together decide on delayed disclosure of information based on an assessment of the conditions for delay. Exceptionally, the CEO may decide on the delayed disclosure alone, provided that it is justified by the urgency of the matter.  

In connection with the decision to delay the disclosure of information, the preconditions for postponement are documented, an insider register concerning the matter is established and a formal decision on postponement is made. The company discloses the delayed information to the public as soon as possible after the conditions for the delay are no longer met. The Finnish Financial Supervisory Authority will be notified about the delay in connection with the disclosure of the insider information.  

Future prospects and profit warnings  

A profit warning is issued as soon as possible if Nightingale Health estimates that its results or financial position or estimates concerning future prospects deviate unexpectedly and significantly, either positively or negatively, from an estimate that can reasonably be made based on previously disclosed information and if the deviation is likely to have a material effect on the company's financial instruments. A decision to issue a profit warning is based on information previously given by Nightingale Health and on prevailing market conditions.  

Board of Directors or CEO alone makes the disclosure decision based on documentation and the materiality of the guidance deviation. The process is completed without any delays.  

Communication channels

The primary channel for investor communications is Nightingale Health’s website. On its website, Nightingale Health aims to provide reliable and timely information to ensure that the company’s stakeholders have sufficient information to support the valuation of the company and its securities.  

Nightingale Health’s stock exchange releases are distributed simultaneously to Nasdaq Helsinki, the main media and Nightingale Health’s investor pages. Company stock exchange releases and press releases published by Nightingale Health are made available on the company’s investor pages for at least five (5) years after their release. Financial reports, corporate governance statements and remuneration reports are maintained for at least ten (10) years after their release.  

Other relevant materials, such as presentations, webcasts and phone conferences will remain available on company’s website at least for five (5) years.  

The company uses social media in its communications. However, social media is not the primary communication channel for information under the disclosure obligation.  

Investor, analyst and media relations

Nightingale Health actively meets with capital market and media representatives and responds to queries submitted by shareholders, investors, analysts and the media without undue delay. The objective of these meetings is to provide information on Nightingale Health and its operating environment. Discussions with the media and capital markets representatives are based on information previously published by the company or on information generally available to the public.   

Responsibilities and spokespersons

CLO, together with Legal and Finance functions, is responsible for preparing and publishing investor materials and ensuring that all external communication is handled according to the Corporate Governance Code. CLO is responsible for updating and maintaining investor portals, including uploading and distributing documents to investors and for maintaining and updating the Investor website regularly. It is the responsibility of the CLO to ensure that publicly revealed information is approved by internal and external advisors and that the content is always applicable.  

Reports and releases published according to the periodic disclosure obligation are addressed and approved by the Board of Directors. In addition, the Board of Directors approves significant stock exchange releases. Disclosure of insider information and other stock exchange releases are approved by the CEO or secondary by CLO.  

Nightingale Health’s CEO and CLO are primarily responsible for communication with shareholders, investors and analysts. Communication with the media is primarily the responsibility of the CEO.   

In crisis situations, the CEO oversees communications. Crisis communications is carried out by designated persons, with the goal of distributing information in a reliable, fast, clear, proactive and open manner.  

Rumours and leakages

Nightingale Health does not comment on market rumours, its share price development, customers or competitors, or business issues under preparation unless it is necessary to correct relevant or incorrect information. The company may consider publishing a stock exchange release, to correct clearly incorrect or misleading information that is likely to have a significant impact on the price of the company’s financial instruments.  

If confidential and material information has leaked to the public or the confidentiality of insider information cannot be guaranteed, the company will disclose the matter as a stock exchange release as soon as possible.  

Silent period

Nightingale Health adheres to a 30-day silent period before the publication of a half year financial report or financial statements release. During this time, the company will not give comments to the media or other parties on the company’s financial position, markets or future outlook. During the silent period, the company will not meet with capital markets representatives.  

If an event during the silent period requires immediate publication, Nightingale Health will publish the information without delay in accordance with regulations regarding the disclosure obligation and can comment on the matter in question.  

Interpretation, deviation and updates

The CEO, or a person named by the CEO, is responsible for the monitoring and interpretation of this disclosure policy. The CEO is entitled to deviate from the policy in specific cases where there is good cause to do so within applicable laws and regulations.  

Nightingale Health’s Board of Directors decides on possible changes to the disclosure policy. The Management Team may make minor or technical alterations to this policy.