Approved by the Board of Directors of Robit Plc on 14 November 2017.
Robit Plc (”Robit” or the “Company”) complies in insider issues with the EU Market Abuse Regulation ((EU) 596/2014, ”MAR”) and the subordinate regulation issued in accordance with it, as well as with the Finnish Securities Markets Act (746/2012, as amended, ”SMA”) and guidance from the competent authorities as well as with at the time current rules and Guidelines for Insiders issued by Nasdaq Helsinki Ltd (the “Exchange”). The rules and guidelines of the Exchange are available at:
The insider policy of Robit consists of the Guidelines for Insiders issued by the Exchange that are in force at a given time and the specifications regarding Robit as described hereafter in this Insider Policy.
This Policy is placed available to the management and personnel of the Company.
2 ADMINISTRATION OF INSIDER ISSUES
2.1 Contact persons
The person responsible for insider issues of the Company is Katriina Istolahti. The person responsible for insider issues of the Company is responsible for internal communications and training related to insider issues and for monitoring compliance with the insider policy. That person is also responsible for compiling the Company’s insider lists and for keeping these up-to-date, and for communicating restrictions on trading to those affected as well as for the reception and disclosure of transaction notifications. The CFO of the Company, or another person appointed by the person responsible for insider issues, acts as her deputy.
2.2 Training and communication obligation
The Company ensures that insiders recognize their position as insiders and the effects and issues relating to this. The training and communication related to insider issues shall take place at the beginning of employment, when receiving a new position as an insider, and where there are amendments to the legislation or regulation issued by the authorities or to the of rules and guidance issued by the Exchange or by the Company.
Each Robit employee is always personally responsible for complying with applicable legal provisions, regulations and guidelines related to inside information. Each Robit employee shall, therefore, in each case assess whether the information possessed by him/her is inside information and comply with the applicable regulation relating thereto. This obligation applies at all times regardless of whether the person has been registered in an insider list or if the person has received inside information, for example, by mistake.
2.3 Supervision and monitoring
The Company has organized regular monitoring of persons registered in the insider list of the Company as well as the regular monitoring of transactions and the obligation of the managers of the Company and persons closely associated with them to notify their transactions.
The Financial Supervisory Authority monitors prohibited use of inside information, compiling insider lists and keeping these up-to-date, managers’ compliance with the trading restrictions and the obligation to notify and publish the transactions conducted by the managers and persons closely associated with them.
Use of inside information in violation of the Penal Code may lead to a fine or a sentence of imprisonment of up to four years and the unlawful disclosure of inside information may lead to a fine or a sentence of imprisonment of up to two years. Violation of the prohibited use of inside information or any unjustified disclosure of inside information may result in penalty payment imposed by the Financial Supervisory Authority under the SMA.
If an employee or a person working for Robit based on a contract breaches the guidelines or provisions of this Policy, Robit may, depending on the nature of the breach, have the right issue a warning to the person or to terminate their employment with notice. Robit may also have right to terminate the employment or other contract without notice.
The Company has in place internal proceedings for employees to report infringements of financial markets regulation in the Company. The employees may send their reports to the secretary of the Board of Directors (Jari Gadd) via email (email@example.com). All reports are handled in confidence and the identities of the person submitting the report and a person subject to the report are kept confidential unless this is necessary for handling the report or otherwise required by applicable regulation. The secretary of the Board of Directors will take such action as he deems necessary for handling the reports. Where he determines that an employee has submitted a clearly false and baseless report with the intention of causing harm, he must take appropriate action to ensure that the rights of the person subject to the report are protected.
3 PUBLIC DISCLOSURE OF INSIDE INFORMATION AND DELAY OF DISCLOSURE
Robit informs the public as soon as possible of inside information which directly concerns Robit. The decision to publish such information is made by the President & CEO or the Chairman of the Board of Directors of the Company alone or the CFO and the person responsible for insider issues jointly.
The decision on the possible delay of disclosure to the public of inside information is made by the Board of Directors of the Company, and in urgent situations, the President & CEO or the Chairman of the Board of Directors of the Company. The decision shall be based on an evaluation of the availability of conditions of delay of disclosure of inside information. The person responsible for insider issues is responsible for the documentation of the evaluation and the decision on the delay of disclosure and for the retention of the documentation.
4 INSIDER LIST
If the Company decides to delay disclosure of insider information, it will establish an insider list concerning the inside information. Typically, such inside information would relate to identifiable measures or arrangements which are subject to confidential preparation within the Company and, when materialized, are likely to have a significant effect on the price of Company’s financial instruments or on the price of derivative financial instruments relating thereto (a project).
Robit maintains project-specific insider lists of projects and events that constitute inside information. Each person, to whom project-specific inside information is disclosed, is entered into the project-specific insider list promptly. The Company has assessed that it does not have such permanent insiders who should be kept in a separate supplement of the insider list.
Any person entered on the insider list is informed in writing of him/her being included on the insider list and of the obligations arising from this, as well as of the sanctions applicable to insider dealing and unlawful disclosure of inside information.
5 TRANSACTION NOTIFICATION OBLIGATIONS OF MANAGERS AND PERSONS CLOSELY ASSOCIATED WITH THEM
The Company has set up a trading website at Managers Transactions which includes information and instructions for the managers and persons closely associated with them for preparing and submitting the transaction notifications to the Company and the Financial Supervisory Authority.
Robit publishes the transaction notifications it receives by way of a stock exchange release promptly and no later than three business days after the transaction. The Company does not separately verify the content of the notifications it receives.
In Robit, such persons discharging managerial responsibilities of the Company as defined in MAR Article 3(1)(25), i.e., the managers, refer to:
- a member and a deputy member of the Board of Directors of Robit;
- the Company’s Chief Executive Officer and his/her deputy; and
- a member of the Robit management team.
Person closely associated with a Manager shall mean in this connection:
- a spouse or a partner in a registered partnership or a person living in a “cohabiting partnership” (in Finnish “avoliitto”) in a shared household with the manager for at least for the past five years or who have, or have had, a joint child or joint parental responsibility for a child;
- a dependent child;
- a relative who has shared the same household with a Manager for at least one year prior to the transaction;
- a legal person or partnership, the managerial responsibilities of which are discharged by a manager or by a closely associated person mentioned above;
- a legal person or partnership which is directly or indirectly controlled by a manager or by a closely associated person mentioned above;
- a legal person or partnership which is set up for the benefit of a manager or by a closely associated person mentioned above; and
- a legal person or partnership the economic interests of which are substantially equivalent to those of a manager or a closely associated person mentioned above.
Entities in 4 above include the entities in which the manager or the closely associated person takes part in or influences the decisions of that legal entity to carry out transactions in financial instruments of Robit.
6 RESTRICTIONS ON TRADING
In accordance with requirements of the MAR, Robit applies a trading restriction concerning the managers (closed window). The Company may allow an exception from the mentioned trading restriction in accordance with MAR Article 19(12). The decision on the exception is made by the President & CEO and CFO jointly.
In addition, Robit has separately identified persons who are engaged in the preparation of the Company’s financial reporting or who have access to information relating to this or to other sensitive information concerning the Company. Such persons are, for example, the Financial Controller and the auditor of the Company, persons other than board members who are engaged in the work of the Board of Directors such as permanent advisors (Board Advisor) and the secretary of the Board of Directors, and the management assistant and potentially persons working in certain IT support services. The persons identified by the Company shall not conduct any transactions on their own account or for the account of a third party, directly or indirectly, relating to the shares or debt instruments of Robit or to derivatives or other financial instruments linked to those financial instruments (closed window). The closed window begins 30 calendar days before the publishing of the financial statement release, an interim report or potential other financial reviews, and ends once these are published. The Company may allow an exception from the mentioned restriction on trading in the circumstances similar to MAR Article 19(12). The decision on the exception is made by the President & CEO and CFO jointly.
The Company may also establish other trading restrictions.
Regardless of the above, trading with the Company’s financial instruments is always prohibited if a person intending to trade possesses inside information concerning the Company or the financial instruments of the Company.
7 TRADING SCHEMES
Persons who have occasional or regular access to inside information on Robit may trade in financial instruments issued by Robit notwithstanding the potential possession of inside information by establishing a trading scheme which fulfils the conditions of the applicable regulation. In a permissible trading scheme, the person gives an order assignment to another party for trading independently within the limits of the assignment. However, such an assignment may only be given at a time when the ordering party does not possess inside information and is not subject to any ongoing trading restriction.