Insider Guidelines

(Updated March 16, 2022)

The Company adheres to the Insider Guidelines for Listed Companies prepared by Nasdaq Helsinki Ltd (previously NASDAQ OMX Helsinki Ltd, OMX Nordic Exchange Helsinki Ltd, and Helsinki Stock Exchange), the Central Chamber of Commerce, and the Confederation of Finnish Industries. The Company has complemented the Guidelines by its internal insider guidelines. The insider and trading guidelines approved by the Company include regulations on insiders, publication, and postponement of the publication of inside information, prohibited use of inside information, insider registers, a duty of notification of managers´ and their closely associated persons´ transactions, and personnel´s own trading with the Company´s financial instruments. The purpose of the guideline is to explain the content of the guideline published by Nasdaq Helsinki Ltd and other regulations and restrictions relating to the matter and to unify and coordinate the processing of insider and trading matters within the Company.

The managers of the Company must comply with the EU Market Abuse Regulation´s prohibition on dealing in the Company´s financial instruments (closed period). In accordance with the Company´s Board of Directors´ decision, the Company has, in addition, determined certain time periods during which persons taking part in the preparations of the Company´s financial reporting and other persons who have access to information about the Company´s financial status are prohibited to trade the Company´s financial instruments. The purpose of the trade restrictions is to control the trading of the Company´s financial instruments and thereby increase trust in the Company and the operation of the securities market. Trading with the Company´s financial instruments is completely prohibited for the aforementioned persons for a period of 30 days before the publication of earnings information of the Company. The most common publications are the release of the business review and the half-year report as well as the release of the Company´s financial statements. The restriction applies also to any possible preliminary information regarding the financial statements, and business review, and half-year report.

Persons included in a project-specific insider register are prohibited from all trading and business transactions until the project has expired or has been publicly announced. If the project falls upon another listed company or may affect the price of the financial instruments of another listed company, the project-specific insiders have no right to trade with such a company´s financial instruments.

The Company voluntarily maintains on its website a list of the financial instruments owned by the Company´s managers or by the institutions operating under the authority of the managers. The list is updated on the last day of each month.

Related Party Transactions

The purpose of the Company´s Guidelines on Related Party Transactions is to ensure that any business transactions involving persons belonging to the Company´s related parties are made independently and based on market terms. This also applies to business transactions that otherwise may raise suspicions on whether the transaction was made on market terms. The Company assesses and monitors that any related party transactions promote the purpose and interests of the Company and are commercially justified and overall in the best interests of the Company and that any conflicts of interest are duly taken into account when making decisions on related party transactions.

According to the definition in the Limited Liability Companies Act, a related party transaction is not part of the company´s ordinary course of business or is made in deviation from customary commercial terms. These kinds of related party transactions are uncustomary in the company´s business. In addition to the general monitoring concerning related party transactions, the Company prepares a special report on transactions that are not part of the Company´s ordinary course of business or are made in deviation from customary commercial terms.

The Company has defined its related parties according to the IAS 24.9 standard and maintains an up-to-date register of major business transactions between the Company and its related parties, the parties, and the key terms of such transactions. The information about the related parties is collected annually from the persons belonging to the Company´s related parties and serving the Company. The Company monitors possible related party transactions as a part of its internal control. Roles and responsibilities regarding internal control are described on the Company´s internet site. In addition, the above-mentioned persons are obliged to notify the Company´s related party administration of any related party transactions which have come to their knowledge. Such notification must be made without delay after receiving such information. The transactions are considered major if their total amount exceeds € 20,000 during the financial period.

The Company´s related party register is not public, and any information entered in it will not be disclosed to third parties, with the exception of any authorities and the auditor entitled to receive such information. Any major transactions to be performed with the Company´s management and its related parties shall be approved by the Board of Directors.

The Company discloses the related party transactions relevant to the shareholders at the latest when the transaction is binding on the Company. The principles of the Guidelines on Related Party Transactions are observed throughout the Bittium Group and in the decision-making concerning all of the Group companies.