Insider and Related Party Principles

Principles of related party transactions

Pihlajalinna complies with the legislation regarding related parties and, in conformity with the legislation and Corporate Governance Code for Listed Companies, ensures that the requirements set for the monitoring, evaluation, decision-making and reporting of related party transactions are met. The Guidelines on Related Party Transactions, containing the principles of monitoring and evaluation of Pihlajalinna’s related party transactions, has been approved by Pihlajalinna’s Board of Directors, which monitors and evaluates these transactions, on 16 January 2025.

Pihlajalinna has specified the entities regarded as related parties in its Guidelines on Related Party Transactions. The Guidelines on Related Party Transactions include up-to-date information on the current related party regulation and its monitoring. The legal service of Pihlajalinna maintains a register of the people and communities regarded as related parties. The requirements for related party transactions have also been acknowledged in Pihlajalinna’s Code of Conduct.

Pihlajalinna may conduct such business transactions with its related parties that are part of Pihlajalinna’s usual operations and may be executed on normal commercial terms in accordance with the decision-making procedure pursuant to Pihlajalinna’s internal instructions. The Board of Directors of Pihlajalinna decides how related party transactions that deviate from Pihlajalinna’s usual operations or may not be executed on normal commercial terms are conducted, while also taking into account the judicial disqualification rules.

Related party transactions are monitored regularly by Pihlajalinna’s business and support units as well as via related party surveys. People included in Pihlajalinna’s related parties are obligated to inform Pihlajalinna’s Related Parties Administration of any intended or encountered related party transactions immediately after becoming aware of such transactions. The results of monitoring related party transactions are reported regularly to the Board of Directors’ Audit Committee.

Pihlajalinna reports its related party transactions annually in its financial statement. Related party transactions relevant to Pihlajalinna’s shareholders that deviate from the Company’s usual operations or may not be executed on normal commercial terms are published in accordance with the Securities Markets Act and the exchange rules of Nasdaq Helsinki Ltd.

Insider principles

Pihlajalinna Plc complies with the current Guidelines for Insiders of Listed Companies published by Nasdaq Helsinki Ltd. In addition, the Board of Directors of Pihlajalinna has confirmed the Guidelines for Insiders that complement the Guidelines of Nasdaq Helsinki Ltd.

Pihlajalinna has appointed the members of Pihlajalinna Plc’s Board of Directors and Group Management Team as the managers referred to in the Market Abuse Regulation ((EU) No 596/2014, ”MAR”).  The managers of Pihlajalinna may not trade the shares or other financial instruments of Pihlajalinna for 30 days prior to results briefings (= closed period) and not on the day of the results briefing either. Pihlajalinna encourages its managers to make long-term investments regarding Pihlajalinna’s shares and other financial instruments and inform their related parties of the restrictions on trading during the closed period.  The transactions of managers and their related parties are published according to the Market Abuse Regulation.

People and entities who have access to specific insider information are recorded in a project-specific insider list. Those recorded in a project-specific insider list may not engage in transactions while they are on the list. The legal service of Pihlajalinna supervises compliance with the Guidelines for Insiders of Listed Companies and maintains an insider register on the Company’s managers and their related parties.