insider management

Insider Management

Fortaco Group Holdco Oyj’s Insider Guidelines are based on the Finnish and EU laws and regulations, the most important being the EU’s Regulation 596/2014/EU on market abuse, the Finnish Securities Markets Act (746/2012), the Finnish Penal Code (39/1889) and Guidelines for Insiders of Listed Companies prepared by Nasdaq Helsinki Ltd.  These are supplemented by the company’s own Insider Guidelines.

The CFO of Fortaco Group is responsible for the Insider Guidelines and the maintaining of the insider list for the general insider management of the company, answering questions in regard to the Insider Guidelines and other insider issues, and any other insider issues of the company.

Fortaco discloses inside information, which directly concerns the company or its financial instruments as soon as possible. Decisions on the disclosure of inside information, or delaying disclosure, are made by the Company’s Supervisory Board and the President & CEO together. In urgent cases, decision can be made together by the Chairman of Supervisory Board and President & CEO. The inside information will be disclosed via a stock exchange release. 

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Fortaco Group has defined the persons discharging managerial responsibilities in the company pursuant to MAR to be the members of the Supervisory Board, the members of the Board of Directors, CEO and CFO. They, as well as persons closely associated with them, have an individual obligation to notify the company and the FIN-FSA of transactions conducted on their own account relating to the shares or debt instruments of the company or other financial instruments or derivatives linked thereto.

An official notification shall be made by the managers and their closely related parties promptly and no later than three business days after the date of the transaction to the company and the FIN-FSA. The company publishes the received transaction notifications as an announcement within two business days of receiving the notification.

The managers may not conduct any transactions on their own account or for the account of a third party, directly or indirectly, relating to the company’s financial instruments during a closed period of thirty (30) calendar days before the publication of the financial statements release or interim financial report, including the day of publication of said report.

The company has expanded the trading restrictions during the closed period to also cover such employees and other persons, who are not managers, and who have a possibility to acquire information on the interim financial report or the year-end report of the company due to their position or duties before the publication thereof.

The company maintains a list of all managers and their closely related parties. The managers must provide the company with a list of their related parties and update such list whenever necessary.

Fortaco has informed all employees about the insider guidelines. Guidelines are available on the company’s intranet. Fortaco organizes training on insider guidelines.