Insider management
Tokmanni’s insider and trading guidelines are based on current legislation, including Regulation (EU) No 596/2014 (Market Abuse Regulation, MAR) and the provisions and regulations of the Securities Markets Act, the European Securities and Markets Authority (ESMA). the Financial Supervisory Authority and other competent authorities, as well as the guidelines of Nasdaq Helsinki Ltd (“Stock Exchange”). As an EU regulation, the Market Abuse Regulation is directly applicable at the national level. In particular, the Market Abuse Regulation and its supplementary level 2 and level 3 EU regulations (e.g. regulatory technical standards and guidelines) include detailed provisions on insider issues.
Insider information means information of a precise nature related to Tokmanni shares or other securities issued by Tokmanni that has not been published or is not otherwise available in the market, and that, if published, would be likely to have a material impact on the price of the security in question or other financial instruments related to the security or on the price of financial derivatives related to these. This information is the kind of information that a rational investor would be likely to use as one of the criteria for an investment decision.
A person who has received insider information must not:
- Acquire or transfer, directly or indirectly, on their own behalf or on behalf of another person, Tokmanni securities which the insider information concerns
- Provide advice or recommendations to or persuade another person, directly or indirectly, in an acquisition or transfer concerning a Tokmanni security
- Disclose insider information to another person, unless this happens in the ordinary course of the disclosing party’s performance of their job, profession or duties. There must always be a reason acceptable to Tokmanni for the disclosure of information. In addition, the recipient must be aware that the information disclosed is confidential and insider information.
Insider information must be kept confidential and managed carefully. Insiders are always responsible for ensuring that they do not violate the prohibition on the misuse of insider information and that they comply with current regulations and the guidelines issued by Tokmanni.
Tokmanni’s managers as defined by the company under the MAR, as well as persons closely associated with them as defined by the MAR, have an obligation to report to the issuer and the Financial Supervisory Authority their transactions in publicly traded Tokmanni shares and any unlisted shares and debt instruments such as bonds and convertible bonds, as well as in financial instruments and derivatives related to Tokmanni shares and debt instruments or other financial instruments. Managers and persons closely associated with them have an obligation to report to Tokmanni and the Financial Supervisory Authority transactions that they have carried out in the company’s financial instruments on their own behalf (to the extent that the amount exceeds EUR 5,000 per calendar year) without delay and no later than three (3) business days after the transaction is executed. Tokmanni must disclose information about the transactions in Tokmanni’s securities of managers and persons closely associated with them without delay and no later than two (2) business days after the notification is received.
Tokmanni’s managers and core persons must not trade in Tokmanni’s securities during a period beginning 30 days before the publication of each business review, interim report or financial statements bulletin, or preliminary information related to these, and ending once this information is published. If a business review, interim report or financial statements bulletin is published more than 30 days after the end of the review period or financial year, the trading ban starts at the end of the review period or financial year. The closed window applies to managers’ personal transactions and to all situations in which a manager carries out transactions on behalf of persons closely associated with them such as their controlled entities or a third party.
Tokmanni has also identified certain Tokmanni employees, as well as persons in a contractual relationship with Tokmanni, as persons dealing with core information concerning the company who have access to such information through their duties. The obligation to refrain from trading during a closed window also applies to core persons.
Tokmanni’s recommendation is that its securities are traded and other transactions related to these securities are carried out during a period of 21 days immediately following the publication of a financial statements bulletin, business review or interim report (open window).
Managers and core persons must time their trading in Tokmanni’s securities so that the trading does not undermine confidence in the securities market. It is recommended that managers and core persons only make long-term investments in Tokmanni’s securities. It is also recommended that trading in the company’s securities is scheduled to take place, as far as possible, at a time when the market has as comprehensive information as possible about the factors affecting the price of the company’s shares.
Separate project-specific insider registers are kept for all the Group’s insider projects.
Page last updated: 01.11.2024