Lamor Corporation Plc (“Lamor“) has prepared insider guidelines to establish clear guidelines for, among other things, the administration of inside information, the maintenance of insider lists and the notification of transactions by persons subject to the notification obligation.
The insider guidelines supplement the provisions of the Market Abuse Regulation (EU No 596/2014/, “MAR”) and the related regulations, domestic legislation, particularly chapter 51 of the Finnish Criminal Code (39/1889) and the Finnish Securities Markets Act (746/2012), Nasdaq Helsinki Ltd’s Guidelines for Insiders , Nasdaq First North Growth Market – Rulebook, Nordic Main Market Rulebook for Issuers of Shares where applicable and the Finnish Financial Supervisory Authority’s rules and regulations on insider matters in force at each time.
Obligation to notify transactions
Lamor has defined Chairperson and potential Vice Chairperson as well as other members and deputy members of its Board of Directors, its Chief Executive Officer and her or his possible deputies as well as members of its Management Team as persons discharging managerial responsibilities (“Managers“).
The Managers and their closely associated persons must notify Lamor and the Financial Supervisory Authority of transactions in Lamor’s financial instruments promptly and no later than three days after the transaction. The Finnish Financial Supervisory Authority shall be notified of transactions exceeding the annual threshold of EUR 5,000. However, Lamor must be notified of all transactions, and Lamor notifies the Finnish Financial Supervisory Authority of transactions exceeding the threshold.
Lamor discloses the notifications of transactions of the Managers and their closely associated persons within two (2) business days of receipt of the notification concerning the transaction.
Lamor maintains a list of the Managers and their closely associated persons pursuant to Article 19 of the MAR. The list is not public.
Insider lists and trading restrictions
Lamor maintains project-specific insider lists of persons who have received inside information and who work for Lamor under an employment contract or otherwise perform tasks that provide them with access to inside information (“Project-specific Insiders“).
After having received information of the project, the Project-specific Insider shall not trade in Lamor’s financial instruments, cancel or amend a placed order nor recommend another person to trade in such financial instruments or induce another person to trade in such financial instruments until the project is publicly disclosed, otherwise becomes known to the public or expires. The persons recorded in the project-specific insider list shall be notified on the termination of the trading restriction separately in a verifiable manner. Regardless of the establishing of an insider project or informing a person of the establishing of an insider project, these restrictions apply always when a person is in possession of inside information.
A person who serves as a Manager at Lamor must not execute any transactions in Lamor’s financial instruments, on their own account or on account of a third party, during the closed window. Lamor’s closed window commences 30 days before the announcement of the interim report or the financial statements bulletin and ends at the end of the day subsequent to the publication day of such report. If the financial statements contain material information that was not disclosed earlier in the financial statements bulletin, such as future prospects, the closed window applies also to the financial statements.
At Lamor, the trading restrictions related to the closed window apply not only to the Managers, but also to persons, employed by Lamor or external advisors, participating in the preparing and drafting of Lamor’s interim reports and financial statements bulletins (company’s trading restriction). Should the financial statements contain material information that has not been published previously in the financial statements bulletin, such as future prospects, the company’s trading restriction applies also to the financial statements.
The Managers and a person subject to the company’s trading restriction are responsible for complying with the trading restriction also when the management of his/her financial instruments has been outsourced to a third party, such as an asset manager.
Insider management and supervision of insider matters
Lamor’s Chief Development Officer is responsible for the Lamor’s insider guidelines and insider administration. Lamor’s Chief Financial Officer acts as her/his deputy.
Lamor has a whistle-blowing procedure for employees and other stakeholders to report if there is reasonable doubt that a person employed by Lamor would have breached laws and regulations concerning the securities market. Lamor’s Chief Development Officer is responsible for reviewing the notifications.