Those included in Sanoma's public insider register comprise, by law, Members of the Board of Sanoma, The President & CEO and Auditor, deputy auditor or the person of the auditing organisation having the main responsibility for the audit. Based on a decision made by Sanoma's Board of Directors, the Executive Management Group and the Board secretary are also included in the public insider register on other criteria.
Persons who, due to the nature of their work, have regular access to Inside Information (information of precise nature relating to Sanoma’s Financial Instruments*, which has not been published or otherwise been available in the market and which is likely to have material effect on the value of Sanoma’s Financial Instruments ) and whose duties involve processing such information, have been included in the company-specific insider register. Sanoma's Insider Regulations comply with the Insider Guidelines issued by the NASDAQ OMX Helsinki insider regulations. In addition to permanent insider registers, Sanoma has project-specific registers as described in the NASDAQ OMX Helsinki insider rules.
According to Sanoma's Insider Regulations, a person who has learned Inside Information – irrespectively of whether she or he is a Permanent or Project-specific Insider or not - may not use the information by acquiring or conveying Sanoma’s Financial Instrument (either on his own behalf or on behalf of another, directly or indirectly), nor give advice on their acquisition or disposal (either directly or indirectly). This also applies to advice not to trade. Sanoma employees shall avoid giving advice in respect of Sanoma’s Financial Instruments in general.
Any person possessing Inside Information related to Sanoma’s Financial Instruments is not allowed to disclose Inside Information. The duty of confidentiality does not restrict information from being given by such employees who need to share this information to fulfil their tasks for Sanoma. Insiders shall time their trading in Sanoma Financial Instruments so that such trading shall not undermine the trust in the securities markets. Regardless, whether Insiders have Inside Information or not, they may not trade in Sanoma Financial Instruments during a period of twenty one (21) days preceding the date of the publication of the Company's Interim Report and twenty eight (28) days preceding the Financial Statements (closed window). Furthermore trading is not allowed during the entire publication day.
Further, Insiders should not engage in short-term trade in Sanoma Financial Instruments, i.e. to buy or sell the same Financial Instruments within six (6) months. The trading should be dated within the twenty-eight (28) day period after the publication of Interim Report or Financial Statements.
Euroclear Finland Ltd. maintains Sanoma Corporation's insider register. The information on insider holdings and changes therein is updated daily.
* Sanoma’s Financial Instruments refer to such Financial Instruments as defined in the Chapter 2 Section 2 of the Securities Market Act (SMA):
- Shares of Sanoma Corporation as well as securities giving entitlement to such shares pursuant to the SMA (convertible bonds, warrants, certificates, option rights, option loans and subscription rights).
- A variety of derivatives and other instruments linked to the Sanoma securities as more in detail defined in the Act on Investment Services (Chapter 1, Section 10).
The information is based on the register of Euroclear Finland Ltd (former Finnish Central Securities Depository) and it is updated daily. Please note that stock options are added to the table after the subscription period has begun.
When a person subscribes shares with stock options, the changes are presented in the 'Transactions' table as soon as the transaction is cleared by the Euroclear Finland Ltd (normally 1 - 3 days). At this point, the stock option is normally converted to an intermediate share and will not show on the 'Summary' table below. The changes are shown in this table, when Sanoma's Board of Directors have approved the subscriptions (10 - 12 times/year).
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