Sitowise Group Plc has created Insider Guidelines that summarize the most important rules and restrictions regarding inside information and the use and management thereof in the company. Insider Guidelines include rules and regulations about prohibited use of inside information, the company's insider lists, disclosure and delayed disclosure of inside information and notifying transactions of the company's management and their closely associated persons.
The Insider Guidelines are based on Finnish and EU laws and regulation, of which the most important are the EU's Regulation 596/2014/EU on market abuse (the "MAR"), the Level 2 delegated regulations adopted under the MAR , standards relating to MAR issued by ESMA, the Finnish Securities Markets Act (746/2012, as amended, the "SMA"), the Finnish Penal Code (39/1889, as amended) as well as the guidelines for insiders of Nasdaq Helsinki Oy.
Regardless of the Insider Guidelines and any instructions given by the company, the employees and service providers are always personally responsible for complying with the laws, regulations and guidelines concerning inside information.
Everyone must in each case personally assess whether the information he or she possesses constitutes inside information. This obligation applies any time regardless of whether the person is entered into an insider list and regardless from whom or in which way he or she has obtained the information.
Duty to notify transactions
Sitowise has defined the members of the Board of Directors, the CEO and the members of the Management Team as persons discharging managerial responsibilities in the company in accordance with MAR. The managers and persons closely associated with them have an individual obligation to notify the company and the 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.
A notification shall be made by the Managers and their Related Parties promptly and no later than three (3) business days after the date of the transaction to the Company and the FSA, for any transaction once a total value of EUR 5,000 has been reached within a calendar year.
Sitowise has an obligation to disclose the received notification in the form of a stock exchange release, which is submitted to the central media, the FSA and Nasdaq Helsinki Oy within two business days after receipt of such a notification.
Insider lists and trading restrictions
The company maintains a list of employees and service providers who have access to inside information. The company's insider list comprises one or more project-based insider lists. The company assesses under each circumstance whether a project or other event constitutes inside information.
Insider list is kept up to date in accordance with an electronic format so that its subsequent changing is not possible. An insider list is not public, but the Finnish Financial Supervisory Authority (FSA) has the right to obtain information on the contents of the list in order to conduct its supervisory duties.
Trading in the shares or other financial instruments of the company is always prohibited when holding inside information relating to the company its financial instruments, regardless of whether the person has been entered into the company's insider list. An insider may neither trade in the share or other financial instruments of the company nor disclose inside information to an outside party. It should be noted that, during an insider project, trading is prohibited also in the securities or other financial instruments of another publicly listed company potentially involved in the project.
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 shares or other financial instruments during a closed period of 30 calendar days before the announcement of an interim financial report or a year-end report, including the day of publication of said report.
Sitowise has expanded the trading restrictions during the closed period to cover also 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 (closed period employees).
Insider management and supervision of insider issues
Sitowise’s CFO is responsible for the Insider Guidelines and general insider management in the company, and that person answers questions regarding the Insider Guidelines and other insider issues. The company supervises the trading of its insiders, managers and their related parties as well as closed period employees. The company regularly updates the information included in its insider list.
The company has established a so-called whistleblowing system for the purpose of reporting potential breaches of financial markets and market abuse legislation. The said system enables the persons employed by or at the service of the company to report of suspected breaches through a secure communication channel on a no-names basis.