Insider administration

Enersense has prepared insider guidelines to determine the principles concerning insider information and its processing, management, disclosure and postponed disclosure, as well as the management of insider lists and trading in the company’s financial instruments, and the disclosure obligation for persons discharging managerial responsibilities and their related parties.

The insider guidelines supplement the Market Abuse Regulation (596/2014/EU, “MAR”) and the related regulations, particularly current provisions concerning insider matters in accordance with the Securities Markets Act (746/2012), Nasdaq Helsinki Oy’s rules for issuers of shares, Nasdaq Helsinki Oy’s insider guidelines and the Financial Supervisory Authority’s guidelines.

In accordance with the MAR, Enersense has defined its Board members, President & CEO and Group Executive Team members as “persons discharging managerial responsibilities”. The persons discharging managerial responsibilities and their related parties must notify the company and the Financial Supervisory Authority of business transactions conducted on their own behalf that concern the company’s shares, debt instruments, other financial instruments or their derivatives.

The persons discharging managerial responsibilities and their related parties have an obligation to notify without delay, and no later than three (3) business days after the date of the transaction, the company and the Financial Supervisory Authority of their business transactions involving the company’s financial instruments.  Enersense does not apply the EUR 5,000 threshold in accordance with the MAR to the disclosure obligation. Instead, the company requires all business transactions involving Enersense’s financial instruments to be reported in accordance with its insider guidelines.

Enersense discloses the business transactions of its persons discharging managerial responsibilities and their related parties without delay, and no later than within two (2) business days of receipt of the notification concerning the transaction.

Enersense maintains project-specific insider lists of individuals who have access to insider information or who work for the company under an employment contract or otherwise perform tasks that provide them with access to insider information. Enersense prepares and maintains its insider lists in accordance with the models and guidelines established by the Financial Supervisory Authority.

Individuals included in a project-specific insider list must not trade at all in Enersense’s financial instruments until they have been informed of project expiration or disclosure. Regardless of when an individual has been entered into an insider list, their trading prohibition enters into force immediately from the moment when they have gained access to insider information.

An individual who serves as a person discharging managerial responsibilities at Enersense must not carry out business transactions related to Enersense’s financial instruments, on their own behalf or on behalf of a third party, during the closed window. At Enersense, the closed window starts at the end of each reporting period and lasts until the release of a financial statements bulletin or other regularly issued financial bulletin.  However, the closed window is always at least thirty (30) days before the release of the financial bulletin in question. If the financial statements contain material information that was not disclosed earlier in the financial statements bulletin, the closed window also applies to the financial statements.

At Enersense, the trading restrictions related to the closed window apply not only to persons discharging managerial responsibilities, but also to individuals involved in preparing and publishing the company’s financial reports.

Enersense’s Legal Counsel (SVP, Legal) is responsible for the company’s insider guidelines and the general organisation of insider matters, and they answer questions related to the insider guidelines and other insider matters.

Enersense has a whistle-blowing channel for employees to report if there are reasonable grounds for suspecting that an individual working for the company has violated laws and regulations concerning the securities market.