Kreate Group Plc has drawn up an insider policy to establish clear operating guidelines for, among other things, management of insider information, maintenance of insider lists and disclosure of transactions by persons subject to the notification obligation.
The insider policy complements the provisions of Market Abuse Regulation (596/2014/EU) and related regulations, domestic regulation, especially chapter 51 of the Finnish Criminal Code (39/1889) and the Finnish Securities Markets Act (746/2012), the Nordic Main Market Rulebook for Issuers of Shares of Nasdaq Helsinki Ltd., the Guidelines for Insiders of Nasdaq Helsinki Ltd. and the guidelines of Finnish Financial Supervisory Authority on insider matters in force at each time.
Kreate’s Board of Directors approves the insider policy.
Duty to notify transactions
The Chairman and the deputy Chairman of the Board of Directors, members and any deputy members of the Board of Directors, the CEO and any deputy CEOs as well as Kreate’s Executive Team are deemed to be persons discharging managerial responsibilities in Kreate.
Persons discharging managerial responsibilities and persons closely associated with them shall notify their transactions in financial instruments of Kreate to Kreate and the Finnish Financial Supervisory Authority promptly and no later than three business days after the date of the transaction. Kreate discloses notifications of transactions by means of a stock exchange release within two working days of receiving the notification. Kreate does not disclose notifications of transactions prior to the annual threshold of EUR 5,000 being met.
Kreate maintains a list of persons discharging managerial responsibilities and persons closely associated with them. The list is not public.
Insider lists and trading restrictions
Kreate enters all persons having de facto access to inside information and working for Kreate under a contract of employment, or otherwise performing tasks through which they have de facto access to inside information, in event-based insider list.
After being informed of the project, persons entered in event-based insider list and other persons who have inside information on Kreate in their possession are prohibited from trading in Kreate’s financial instruments, cancelling or amending an order to acquire or dispose of such financial instruments, recommending another person to trade in such financial instruments or inducing another person to trade in such financial instruments.
Persons discharging managerial responsibilities are prohibited from conducting transactions, on their own account or for the account of a third party, in Kreate’s financial instruments before the announcement of a quarterly financial report, half-yearly report or the financial statements release during a period of 30 days preceding the announcement of the quarterly financial report, half-yearly report or financial statements release, the day of publication of such report included (the closed window). In case the financial statement includes information not previously disclosed in the financial statements release and such information may have material effect, such as future outlook, the closed window applies also to the financial statement.
In addition, Kreate has decided to apply the closed window also to persons participating in the preparation and drawing-up of quarterly financial reports, half-yearly reports or the financial statements releases of Kreate (company’s trading restriction).
Before conducting transactions in Kreate’s financial instruments, persons discharging managerial responsibilities and persons to whom the company’s trading restriction applies, must always confirm with the person in charge of insider issues that there is no impediment to conducting a transaction. A transaction in Kreate’s financial instrument must not be conducted before the person in charge of insider issues has approved the transaction, and the transaction must be conducted within two weeks from the approval.
However, each person shall always be responsible for ensuring that trading in share or other financial instruments of Kreate, advising on trading in share or other financial instruments of Kreate or disclosing inside information to another person is permitted in accordance with existing laws, regulations and guidelines.
Insider management and supervision of insider issues
The person in charge of insider issues in Kreate is Kreate’s CFO and Kreate’s Group Controller shall act as his/her deputy. The person in charge of insider issues performs duties relating to Kreate’s insider administration, monitors compliance with the obligations under Kreate’s insider policy, is in charge of insider lists and lists maintained of persons discharging managerial responsibilities and persons closely associated with them as well as of duties related to trading restrictions and notifications of transactions.
Kreate’s has set up a whistle blowing procedure in order for the persons employed by Kreate to have means of notifying cases in which there is reasonable doubt that someone employed by Kreate would have violated laws and regulations concerning securities markets.