Insider issues

The insider guidelines confirmed by Apetit Plc’s Board of Directors on 3 November 2016 are based on the provisions of the Market Abuse Regulation (MAR, 596/2014), the Market Abuse Directive (2014/57/EU), the Commission Delegated Regulation (EU) 2016/522, the Commission Implementing Regulations (EU) 2016/347 and (EU) 2016/626, the Criminal Code of Finland (39/1889) and the Securities Markets Act (746/2012) as they stand at any given time, in addition to the regulations of the Financial Supervisory Authority and the Guidelines for Insiders issued by Nasdaq Helsinki Ltd, which were approved by its Board of Directors and came into effect on 3 July 2016. The insider guidelines concern the employees and managers of the Group (‘Company’) consisting of Apetit Plc.

The Company’s insiders include managers subject to the disclosure obligation and project-specific insiders. The Company maintains a non-public register of its managers subject to the disclosure obligation and their related parties. The Company also maintains a non-public register of its project-specific insiders. The people entered into a project-specific insider register are notified of their inclusion and the related obligations in writing or by other verifiable means, such as email. Insiders must confirm receipt of the notification. A person must submit a basic declaration to the keeper of the Company’s insider register immediately after becoming a manager subject to the disclosure obligation. The basic declaration is provided using a form submitted by the Company. A manager who is subject to the disclosure obligation must submit a new declaration whenever changes occur in the circumstances declared on the form. The declaration of changes in circumstances must be provided without delay.

Project-specific insiders include everyone with access to insider information who works at the Company on the basis of an employment relationship or who is otherwise performing duties that provide them with access to insider information. A person becomes a project-specific insider after receiving unpublished information about the project and loses their insider status after the project has been made public or the cancellation of the project has been announced. The Company informs the people involved about the establishment of a project and the related obligations and enters these people into a project-specific insider register.

The project-specific insider register is updated whenever the grounds for including a person change, a new person gains access to insider information or a person no longer has access to insider information. A trading restriction is in force within the company, which forbids its permanent insiders from trading in Apetit shares 30 days prior to the publication of Apetit’s interim reports and the release of its financial statements bulletin. The trading restriction ends on the day following publication. The Company maintains its insider register in the SIRE system of Euroclear Finland Ltd. The holdings of the members of the Board of Directors and the Group’s management on 31 December 2016 are presented in conjunction with the presentation of the Board and management on pages 62–66 of the financial statements.