Updated February 13, 2020
With regard to insider guidelines and insider management, Kojamo complies with the provisions of the Market Abuse Regulation (EU) N:o 596/2014 (“MAR”) of the European Parliament and the Commission, guidelines issued by the Finnish Financial Supervisory Authority and the European Securities and Markets Authority (ESMA) and the rules and insider guidelines of Nasdaq Helsinki Ltd. In addition, Kojamo has prepared these insider guidelines, approved by the Board of Directors.
In these insider guidelines, Kojamo refers to Kojamo plc and its subsidiaries.
The purpose of the insider guidelines is to provide instructions on insider issues at Kojamo and to unify and intensify the handling of insider issues and thus increase confidence in the operations of the securities market. Insider regulations apply to all persons who have access to inside information or who possess inside information. These guidelines include the most essential information about Kojamo’s insider regulations and management of insider issues.
Notwithstanding these insider guidelines, each person is ultimately personally liable for the correct interpretation of and compliance with insider regulations.
2. SCOPE OF APPLICATION
The insider guidelines shall be applied to persons discharging managerial responsibilities  within Kojamo, as well as to all persons who have access to inside information. The guidelines shall also be applied to any persons otherwise acting on behalf of the Company or on its account when they perform tasks which give them access to inside information.
3. INSIDER INFORMATION
3.1. Definition of insider information
Inside information is information of a precise nature, which has not been made public, relating to Kojamo or a financial instrument, and which would, if it were made public, be likely to have a significant effect on the price of the financial instrument or on the price of related derivative financial instruments.
Above-mentioned financial instruments include:
- Kojamo’s listed and unlisted shares;
- Kojamo’s debt instruments, such as bonds and convertible bonds, money market instruments (e.g. certificates of deposit and commercial papers) and certificates of interest;
- Derivative instruments relating to Kojamo’s share and debt instruments, such as options, forward contracts, futures contracts, swaps, warrants, credit risk derivatives and contracts for difference; and
- other financial instruments relating to Kojamo’s share and debt instruments (such as investment and alternative fund units, index fund units, certificates of deposit, listed funds and investment bonds).
Inside information may include information on, for instance:
- any essential change in the company’s result and financial position;
- a merger or division of the company or other significant corporate arrangement; or
- a share issue, a purchase or redemption offer or another change relating to the shares of the company, such as the combining or division of shares or share series.
Inside information is confidential until disclosed or otherwise made available to the market or until, for instance, a project concerning it has expired or been terminated.
3.2. Public disclosure of inside information and delay of public disclosure
Kojamo discloses inside information as soon as possible, unless the disclosure of the information is postponed, in which case the preconditions for postponement pursuant to MAR must be met.
In accordance with MAR, Kojamo may postpone the disclosure of inside information if all of the following conditions are met:
- disclosure is likely to prejudice the legitimate interests of the Company
- the delay in the disclosure is not likely to mislead the public, and
- the information remains confidential.
The decision on postponing disclosure is made by the Board of Directors or the CEO, with the CFO as their deputy, based on an assessment of the fulfilment of the criteria for postponement.
In connection with the decision on postponement, the preconditions for postponement are documented, an event-based insider list concerning the matter is established and a formal decision on postponement is made. Kojamo informs the Finnish Financial Supervisory Authority of the decision on postponement in connection with the disclosure of the inside information.
The conditions for delaying the public disclosure of inside information are systematically monitored and assessed during the project. The person in charge of the project reports on the stages of the project to the CFO and Corporate Counsel. The assessment of the conditions for delaying public disclosure is documented.
4. PROHIBITED USE OF INSIDE INFORMATION
4.1. Prohibition against the use of inside information
The use and unlawful disclosure of inside information is prohibited. The prohibition against insider dealing and unlawful disclosure of inside information covers all natural and legal persons who have inside information, regardless of how and where they have obtained the information, when the person knows or should know that they possess inside information. The prohibitions against the use of inside information are effective regardless of whether the person is entered in an event-based insider list or has been defined to be subject to the trading restriction.
A person shall not
- engage or attempt to engage in insider dealing;
- recommend that another person engage in insider dealing or induce another person to engage in insider dealing; or
- unlawfully disclose inside information.
According to Chapter 51 of the Criminal Code of Finland, the abuse of inside information shall be punishable as a normal and aggravated act. In addition to the acquisition or disposal of a financial instrument, the cancellation or amendment of an order regarding a financial instrument shall be punishable. The use of inside information by advising another person on the acquisition or disposal of a financial instrument or on the cancellation or amendment of an order regarding a financial instrument shall also be punishable. Unlawful disclosure of inside information may also lead to criminal liability.
4.2. Insider dealing
Insider dealing arises where a person possesses inside information and uses that information by acquiring or disposing of, for his or her own account or for the account of a third party, directly or indirectly, financial instruments to which that information relates. The use of inside information by cancelling or amending an order shall also be considered insider dealing.
4.3. Recommendation and induction
It is also forbidden for a person who possesses inside information to recommend, on the basis of that information, that another person acquire or dispose of financial instruments to which that information relates, or to induce that person to make such an acquisition or disposal. It is also forbidden to recommend that another person cancel or amend an order concerning a financial instrument or induce that person to make such a cancellation or amendment.
4.4. Unlawful disclosure
Unlawful disclosure arises where a person possesses inside information and discloses that information to any other person, except where the disclosure is made in the normal exercise of one’s employment, profession or duties.
5. EVENT-BASED INSIDER LIST
Kojamo only has event-based insider lists. All persons who have access to project-related inside information and who work for the company or perform tasks for the company which give them access to project-related inside information, including any external consultants and auditors, are entered into the event-based insider list.
At Kojamo, a project refers to a measure or an arrangement that can be individualised, and that is subject to confidential preparation within Kojamo, and that, according to Kojamo, is inside information and Kojamo has decided on the delayed disclosure of such information. However, matters subject to the regular disclosure obligations, e.g. the preparation of the interim report, half-yearly financial report or financial statements, shall not be deemed projects.
Typical situations in which Kojamo may make a decision, under the conditions set forth in MAR, on delaying disclosure and which are regarded as projects are, for instance:
- significant corporate acquisitions and business-sector arrangements;
- significant reorientation of business operations, significant recovery plans and profit improvement programmes;
- significant co-operation agreements;
- significant corporate acquisitions;
- significant investments and divestments (exceeding EUR 100 million)
- takeover bids and significant share issues; and
- other inside information the disclosure of which has been delayed.
An event-based insider list is terminated once the project has been made public or it has expired. A project has expired when a party to the project has decided to terminate negotiations and there is a reason to believe that neither party will continue with the negotiations in the foreseeable future. A project also expires if Kojamo decides to no longer contribute to the project.
6. TRADING RESTRICTION AND CLOSED PERIOD
A person discharging managerial responsibilities within Kojamo and subject to the trading restriction shall schedule the trading of financial instruments issued by the company in such a way that the trading will not undermine confidence in the securities markets.
It is recommended that the above-mentioned persons make only long-term investments in financial instruments issued by the Company. It is also recommended to schedule the trading in these financial instruments for the moments when the market has as exact information as possible regarding the issues affecting the value of the financial instruments (e.g. after the disclosure of a financial report).
Persons subject to the trading restriction, persons discharging managerial responsibilities and persons closely associated with them are always personally responsible for complying with MAR and regulations issued based on it.
6.2. Closed period
A person who discharges managerial responsibilities within Kojamo, or who has been defined to be subject to the trading restriction under section 6.3 below, may not execute transactions on his or her account or for the account of a third party during a closed period. At Kojamo, the closed period begins once the quarter in question ends and runs until the publication of a financial statements bulletin, a half-yearly financial report or an interim report. However, the closed period is always at least thirty (30) days before the publication of the interim report, half-yearly financial report or financial statements bulletin in question. Kojamo does not repurchase its own shares during this period.
6.3. Persons subject to the trading restriction
The trading restriction is applied to persons discharging managerial responsibilities within Kojamo and to the below-mentioned persons that the CEO, or the CFO as their deputy, has defined as subject to the trading restriction as well as to any legally incompetent persons under their custody or trusteeship. The restriction covers the execution of transactions for one’s own account or for the account of a third party, directly or indirectly, for instance through a legal person over which a person discharging managerial responsibilities exercises control.
Kojamo has defined the persons subject to the trading restriction that is applicable to persons other than those discharging managerial responsibilities. Persons subject to the trading restriction include, among others, persons participating in the preparation, drawing-up and disclosure of financial reports or other persons who receive information about Kojamo’s result before it is disclosed. The persons subject to the trading restriction are notified in writing of the trading restriction during the closed period.
A person subject to the trading restriction is responsible for compliance with the trading restriction even when the management of his or her securities and other financial instruments has been assigned to another person, such as a portfolio manager.
6.4. Prohibition on dealing
Persons entered into an event-based insider list at Kojamo are prohibited from all trading in Kojamo’s financial instruments and related transactions until the project expires or is made public. Persons entered into an event-based insider list are notified separately of the expiry of the trading restriction.
6.5. Permission to trade during a closed period
The Company may allow a person discharging managerial responsibilities or another person covered by the trading restriction to trade on his or her own account or for the account of a third party during a closed period under the following circumstances:
a) the Company assesses on a case-by-case basis that exceptional circumstances, such as grave financial difficulties of the person discharging managerial responsibilities or another person covered by the trading restriction require the immediate sale of shares; or
b) due to the characteristics of such trading, with regard to transactions made under or related to employee share or saving scheme, or qualification or entitlement of shares required for a managerial position or related to these, or where the beneficial interest in a security or other financial instrument does not change.
An additional requirement is that the person discharging managerial responsibilities or another person covered by the trading restriction can prove that the transaction in question cannot be conducted during some other point of time than during the closed window.
Applying the aforementioned exceptions is subject to the Company’s written approval, with arguments, of the transaction in question in advance. The Chairman of the Board of Directors of the Company decides on granting approval on Corporate Counsel´s proposal. Furthermore, it must be noted that the aforementioned exceptions cannot be applied if the person discharging managerial responsibilities or another person covered by the trading restriction has inside information.
7. NOTIFICATION AND DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RE-SPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
The regulations on market abuse restrict the possibilities of persons discharging managerial responsibilities in the company to make transactions with the company’s financial instruments before financial reports are disclosed. Kojamo maintains confidence and transparency by announcing and disclosing transactions made by persons discharging managerial responsibilities within Kojamo and persons closely associated with them with securities and financial instruments issued by the company.
7.2. Notification requirement
Persons discharging managerial responsibilities within Kojamo and persons closely associated with them shall notify all their transactions to Kojamo and the Finnish Financial Supervisory Authority. The notification requirement applies to every  transaction conducted on their own account relating to Kojamo’s financial instruments . The notification requirement shall cover all business transactions on any marketplace or outside marketplaces.
At Kojamo, notifiable transactions include the following, for instance:
- acquisition, disposal, short sale, subscription, exchange, pledging, lending, gift and inheritance
- transactions in connection with unit-linked life insurance policies, if a person discharging managerial responsibilities or a person closely associated with such a person as policyholder bears the investment risk and if the policyholder has the power or discretion to make investment decisions regarding specific instruments in that life insurance policy or to execute transactions regarding specific instruments for that life insurance policy
- transactions executed by a third party under an individual portfolio or asset management mandate on behalf of or for the benefit of a person discharging managerial responsibilities or a person closely associated with such a person.
The above-mentioned list of transactions or list of examples of financial instruments provided in section 4.1 are not exhaustive, and therefore a person subject to a notification requirement must review, depending on the financial instrument and transaction in question, whether said financial instrument or transactions is included in the scope of the notification requirement pursuant to regulations.
7.3. Persons discharging managerial responsibilities
Persons discharging managerial responsibilities refer to members of the Board of Directors, the CEO and members of the Management Group.
7.4. Closely associated person
A person closely associated with a person discharging
managerial responsibilities refers to the following persons:
a) a spouse, or a partner considered to be equivalent to a spouse in accordance with national law;
b) a dependent child, in accordance with national law;
c) a relative who has shared the same household for at least one year (on the date of the transaction concerned); and
d) a legal person, trust or partnership, the managerial responsibilities of which are discharged by a “person discharging managerial responsibilities” or by a person referred to in point (a), (b) or (c), which is directly or indirectly controlled by such a person, which is set up for the benefit of such a person, or the economic interests of which are substantially equivalent to those of such a person.
7.5. Notification and disclosure of transactions by persons discharging managerial responsibilities within Kojamo and persons closely associated with them
Kojamo maintains a list of all persons discharging managerial responsibilities and persons closely associated with them. The persons included in this list are covered by the above-mentioned duty to notify transactions.
Kojamo informs persons discharging managerial responsibilities in writing of their duties arising from Article 19 of MAR. Persons discharging managerial responsibilities within Kojamo shall inform closely associated persons of the notification requirement that concerns them. This information shall be provided in writing, and the person discharging managerial responsibilities shall keep a copy of it.
Persons discharging managerial responsibilities within Kojamo and persons closely associated with them shall notify all transactions on their own account. The notification shall be made both to Kojamo and the Finnish Financial Supervisory Authority. A person discharging managerial responsibilities and the persons closely associated with him or her are responsible for fulfilling the notification requirement even when management of his or her securities or the submission of notifications has been assigned to another person, such as a portfolio manager.
A notification on a transaction shall be made promptly and no later than three business days after the date of the transaction. The notification shall be made to Kojamo and the Finnish Financial Supervisory Authority according to instructions issued by the Finnish Financial Supervisory Authority (see Kojamo’s website, Management transactions).
Kojamo publishes the notifications on transactions made by persons discharging managerial responsibilities within Kojamo and their closely associated persons promptly no later than three business days after the date of the transaction.
8. INSIDER LIST MAINTENANCE
Kojamo’s event-based insider lists are kept up to date in electronic format so that it is not possible to alter them afterwards.
The insider lists are not public. Kojamo delivers an insider list or part of it to the Finnish Financial Supervisory Authority at its request as soon as possible.
Kojamo keeps the insider lists for a period of at least five years after a list has been drawn up or updated.
Informs a person belonging to an event-based insider list in writing as soon as possible of their insider position as well as of the obligations and possible consequences applicable to it. Kojamo informs persons entered into the event-based insider list of the termination of the project and the event-based insider list in writing or another verifiable manner.
9. MANAGEMENT AND SUPERVISION OF INSIDER ISSUES
9.1. Distribution of information
Kojamo ensures that persons included in the insider lists and persons subject to the trading restriction and the notification requirement recognise their position and its impacts. The distribution of information is scheduled, for instance:
- to the commencement of employment,
- when a person begins discharging managerial responsibilities; and
- when amendments take place in legislation or in provisions issued by authorities or Nasdaq Helsinki Ltd’s or Kojamo’s own instructions.
9.2. Making insider guidelines and regulations available
Kojamo makes these guidelines available on its website (www.kojamo.fi>Investors>Corporate governance).
9.3. Insider administration
Kojamo takes care of the following duties:
- distribution of information on insider issues within Kojamo;
- training on insider issues;
- drawing up, maintenance and delivery of insider lists to the Finnish Financial Supervisory Authority (at its request);
- obtaining approvals of persons included in the insider list;
- supervision of Kojamo’s insider issues;
- thorough monitoring of changes in regulations concerning insider issues;
- Kojamo’s internal distribution of information on matters pertaining to the trading restriction and the notification requirement;
- training on the trading restriction and the notification requirement;
- maintaining a list of persons subject to the notification requirement according to Article 19 of MAR;
- making notifications according to Article 19(5) of MAR to persons discharging managerial responsibilities;
- when necessary, instructing persons discharging managerial responsibilities on making notifications according to Article 19(5) of MAR to the persons closely associated with the persons discharging managerial responsibilities;
- disclosure obligation according to Article 19(3) of MAR;
- supervision of the trading restriction and the notification requirement; and
- thorough monitoring of changes in regulations on the trading restriction and the notification requirement.
Kojamo has appointed a person in charge of insider issues, who shall attend to the duties belonging to insider management (Corporate Counsel).
Kojamo has also appointed a person in charge of maintaining event-based insider lists and documentation of persons subject to the trading restriction as well as their deputy (executive assistance, with the CEO’s assistant as the deputy).
In addition, Kojamo has separately appointed a person responsible for the management of the obligation to notify and disclose transactions and a substitute for him or her (Investor Relations Manager, with the Marketing and Communications Director as the deputy).
Kojamo organises regular supervision of the trading and the notification requirement regarding persons discharging managerial responsibilities and persons closely associated with them by having the information delivered to Kojamo checked at least once a year.
9.4. Kojamo’s procedure for reporting violations (whistleblowing)
Kojamo provides a ‘whistleblowing’ opportunity for the Company’s employees to report if there are justified grounds for suspecting that an employee has breached the legislation and regulations on securities markets. If a violation is suspected or can be proven, the case is submitted to the competent authorities to investigate.
10. APPROVAL AND ENTRY INTO FORCE
These insider guidelines have been approved by Kojamo
plc’s Board of Directors, and they will enter into force on 13 February 2020.
These insider guidelines supersede the guidelines approved by Kojamo plc’s
Board of Directors on 13 December 2018.
 Persons discharging managerial duties are specified in section 7.3 of these guidelines.
 The notification requirement commences when the calendar year-specific threshold of EUR 5,000 is exceeded. The threshold is calculated by netting all transactions made during the calendar year.
 A list of examples of financial instruments is provided in section 3.1 of these guidelines. A notification requirement concerning index-linked products and basket products as well as investment and alternative fund participations and units exists if the weight of Kojamo’s financial instrument in said product is more than 20%.
Page updated 13 February 2020