Insider Administration

Kotipizza Group Oyj Insider Guildeline

Kotipizza Group Oyj (“Kotipizza”) complies with the Guidelines for Insiders published by Nasdaq Helsinki Oy in the form valid at any given time, complemented with the specifications applicable to Kotipizza given below.

Specifications applicable to Kotipizza:

Insider Lists

Kotipizza maintains project-specific insider list of any projects which, if realised, are likely to have a significant effect on the value of Kotipizza’s financial instruments or the derivatives related to them. Regarding their scope or nature, such projects are clearly different from the company’s normal business. Every person with access to inside information related to the project is recorded in the project-specific inside list. In the event that inside information is disclosed to people outside of Kotipizza group (such as financial or other advisers), Kotipizza may request said parties to maintain a necessary insider list of the persons to whom the information has been disclosed. A person named in the project-specific list may not disclose the inside information to outsiders, trade or engage in transactions with Kotipizza’s financial instruments or advise others in relation to the aforementioned.

In addition to the project-specific insider lists Kotipizza maintains a permanent insider list.

Public insider register

Other Insider Situations

Every Kotipizza employee or other person with access to inside information concerning Kotipizza, even when such information has been obtained coincidentally, is always covered by the scope of the prohibitions and restrictions applicable to the use and disclosure of inside information. The person with access to inside information may not disclose the inside information to outsiders, trade or engage in transactions with Kotipizza’s financial instruments or advise others in relation to the aforementioned.

Notification Obligation

In accordance with the applicable legislation, the persons discharging managerial responsibilities in Kotipizza (the Board of Directors, CEO and the Corporate Executive Team) and the persons closely associated with them notify Kotipizza and the Financial Supervisory Authority of any trading and other transactions related to Kotipizza’s shares or debt instruments or related derivatives or other financial instruments made on their own account no later than within three days of the transaction. Kotipizza makes public disclosures on the aforementioned trading and transactions in accordance with the applicable legislation.

Trading Restriction

The persons discharging managerial responsibilities in Kotipizza Group (the Board of Directors, CEO and the Corporate Executive Team) may not, on their own account or for a third party, directly or indirectly, engage in trading and other transactions related to Kotipizza’s shares or debt instruments or related derivatives or other financial instruments (closed window). The period in question commences 30 days prior to the release of financial statements or an interim report, and ends when the financial statements or interim report is published.

In addition, Kotipizza requires that individuals involved in the preparation of its financial reports, may not, on their own account or for a third party, directly or indirectly, engage in trading and other transactions related to Kotipizza’s shares or debt instruments or related derivatives or other financial instruments (closed window). The period in question commences 30 days prior to the release of financial statements or an interim report, and ends when the financial statements or interim report is published.

Trading is always prohibited in case the person has insider information regarding Kotipizza.

Management of Insider Issues

Kotipizza’s Insider Guideline, composed of the Guidelines for Insiders published by Nasdaq Helsinki Oy and these specifications, is available on the company’s Internet and intranet pages. Kotipizza, furthermore, has internal procedures in place for the projects referred to in the Insider Guideline.

Tasks of insider management

The company’s insider management is in charge of the following tasks:
• company internal communication of insider issues;
• the provision of training on insider issues in the company;
• receiving notifications concerning persons discharging managerial responsibilities;
• preparing and maintaining project-specific insider lists;
• monitoring insider issues (including the whistleblowing system).

The person responsible for insider issues in the company is its Financial Director.

Insider management provides advice and training on insider issues as necessary. Despite this, every insider is personally responsible for complying with the applicable laws, regulations and instructions.

Entry into Force

Kotipizza’s Insider Guideline as detailed above has been approved by Kotipizza Board of Directors and is effective as of 3 July 2016.