Insider Administration
Pihlajalinna Plc complies with the Guidelines for Insiders of Listed Companies published by Nasdaq Helsinki Ltd in the form valid at any given time, complemented with the specifications applicable to Pihlajalinna Plc given below.
Guidelines for Insiders of Listed Companies 2024
Specifications applicable to Pihlajalinna Plc (”Pihlajalinna”):
Inside information is information of precise nature, which has not been made public, relating, directly or indirectly to Pihlajalinna, and which, if it were made public, would be likely to have a significant effect on the prices of Pihlajalinna’s financial instruments (for instance a share) or on the price of related derivative financial instruments.
Pihlajalinna does not have any permanent insiders.
INSIDER LIST
Pihlajalinna maintains a project-specific insider list for projects, which, if realised, would be likely to have a significant effect on the prices of Pihlajalinna’s financial instruments or on the price of related derivative financial instruments. A project clearly differs from the company’s normal business by its scope or nature. Every person who has obtained inside information associated to a project will be entered to a project-specific insider list. If inside information is provided to an external party (for instance to a financial or other advisor), the Company will request these parties to maintain a required insider list from the persons with access to the inside information. Person entered in a project-specific insider list shall not disclose any inside information to an external party or to another employee of Pihlajalinna, trade Pihlajalinna’s financial instruments or advise other person in such transactions. Also, the cancellation or amendment of an order, regarding financial instruments of Pihlajalinna, shall be forbidden when the person has inside information.
Only project names agreed in advance are allowed to be used when the project is mentioned in conversations, electronic mails or draft documents. People who are part of an insider project must ensure that no external party will get access to any information about the project. In practice this requires inter alia leaving no documents behind, locking computer screens when leaving a working station and paying attention to printing practices. Documents related to the project shall be destroyed. CEO, CFO and/or General Counsel of the company and/or the person authorised by them will inform participants of the project about other participants if necessary.
OTHER INSIDER SITUATIONS
Every employee of Pihlajalinna and any other person with access to inside information concerning Pihlajalinna is always covered by the scope of the prohibitions and restrictions applicable to the use and disclosure of inside information, even when such information has been obtained coincidentally. Person with inside information is not allowed to disclose inside information to an external party or to another employee of Pihlajalinna, trade or engage in transactions with financial instruments of Pihlajalinna or advise other person in such transactions. Also, the cancellation or amendment of an order, regarding financial instruments of Pihlajalinna, shall be forbidden when the person has inside information.
NOTIFICATION REQUIREMENT
In accordance with the applicable legislation, persons discharging managerial responsibilities in Pihlajalinna (Board of Directors, Managing Director and the executive board of the Group) and persons closely associated with them, shall notify trades and other transactions conducted on their own account, that relate to the shares or debt instruments or to derivatives or other financial instruments of Pihlajalinna. Notifications shall be made to Pihlajalinna and to the Financial Supervisory Authority (FIN-FSA), no later than three (3) business days after the transaction. Pihlajalinna will disclose above-mentioned trades and transactions according to the applicable legislation.
Pihlajalinna maintains a list of persons discharging managerial responsibilities and natural and legal persons closely associated with them.
RESTRICTION ON TRADING
Persons discharging managerial responsibilities in Pihlajalinna shall schedule trade with financial instruments of Pihlajalinna so that the trading will not undermine general confidence in the securities market. Pihlajalinna recommends long-term investments.
Persons discharging managerial responsibilities of the company (Board of Directors, Managing Director and the executive board of the Group) with notification requirement shall not trade or carry out, directly or indirectly, transactions conducted on their own account or for the account of a third party, that relate to the shares or debt instruments or to derivatives or other financial instruments of Pihlajalinna during a closed period. Persons defined by Pihlajalinna, which prepare financial reports of Pihlajalinna are also under restriction on trading during closed period. Closed period begins thirty (30) calendar days before an announcement of an interim report or financial statement release of the Company and ends to the announcement day at 12 a.m.
Restriction on trading is applicable to persons discharging managerial responsibilities of the Company and to persons separately defined by the Company and to any legally incompetent person under custody or trusteeship of above mentioned. The restriction covers the execution of transactions for one’s own account or for the account of a third party, directly or indirectly, for example through a legal person over which a person discharging managerial responsibilities exercises control. A person shall be responsible for compliance with restriction on trading also when the management of the securities of the person has been assigned to another party, such as portfolio manager.
Persons discharging managerial responsibilities of the Company with notification requirement are recommended to notify their immediate circle of the trading restrictions regarding the closed period. However, a person discharging managerial responsibilities is not allowed to disclose inside information to his immediate circle.
MANAGEMENT OF INSIDER ISSUES
Guidelines for Insiders of Pihlajalinna, composed of the Guidelines for Insiders of Listed Companies by Nasdaq Helsinki Ltd and specifications in this document, are available on the Company’s intranet pages. A description of insider administration of the Company is available on the Company’s internet pages. In addition, Pihlajalinna has got internal processes in the projects described in the Guidelines for insiders.
Tasks of insider administration
The following tasks shall belong to the insider administration of the company:
- Internal informing of insider issues and issues relating to restrictions of trading and to notification requirements
- Providing education on insider issues, restrictions of trading and notification requirements in the Company
- Maintenance of a list of persons discharging managerial responsibilities in the Company with notification requirement and persons closely associated with them
- Management of notification requirements for persons discharging managerial responsibilities with notification requirement
- Providing guidance to persons discharging managerial responsibilities to notify persons closely associated with them according to Article 19(5) MA
- Preparation and maintenance of insider lists
- Supervision of insider issues (including. whistleblowing), restrictions of trading and notification requirements
Insider administration supervises compliance with Guidelines of Insiders inter alia by delivering to the persons discharging managerial responsibilities to check and amend their notifiable information at least once a year.
Register of the insiders with a notification requirement and their inner circle and their project-specific insider lists are maintained in a system of Euroclear Finland Ltd. The lists are not public. FIN-FSA has a right to receive information of the Company’s insider issues at its request without delay.
The person in charge of insider issues in the Company is its General Counsel.
Insider administration provides advice and training on inside issues as necessary. However, every insider shall always be personally responsible for complying with the applicable laws, regulations and instructions.
Chapter 51 of the Penal Code provides that abuse of inside information shall be punishable as a normal and gross act. FIN-FSA supervises compliance with Guidelines for Insiders of Listed Companies and it has right to impose administrative sanctions. If a person with an employment relationship or service contract to the Pihlajalinna-group breaches regulations and guidelines given here, the particular Group company, depending on the quality of the breach, may have right to serve notice or notification, discharge or immediately cancel the employment relationship.
Pihlajalinna has a proceeding through which suspected market abuses can be reported by the employees of Pihlajalinna and other persons (see Responsible Business -page - Whistleblowing channel).
ENTRY INTO FORCE
Above issued Guidelines for Insiders have been confirmed by Pihlajalinna’s Board of Directors and they have entered into force on 16 January 2025. These guidelines replace guidelines entered into force on 16 January 2024.
