Insider Administration

Orthex ‘s Insider Guidelines have been approved by Orthex’s Board of Directors, and they aim to clarify and complement the operating policies and measures applicable to Orthex and insiders and act as a practical tool in the management of insider issues. The Insider Guidelines include the most significant principles concerning insider issues that are applied in the Orthex Group.

The Insider Guidelines apply to Orthex and to persons discharging managerial responsibilities in Orthex as well as to anyone working at Orthex with access to inside information or who has otherwise become aware of inside information. In addition, the Insider Guidelines apply, on a contractual basis, to anyone acting for or on behalf of Orthex when they carry out duties through which they have access to inside information.

Insider regulations are based on the Market Abuse Regulation (EU) No. 596/2014.

Insider information and insider lists

Orthex’s insider management draws up the insider lists and keeps them up-to-date in an electronic format. In addition to separate insider lists concerning inside information (an event-based insider list), Orthex may also draw up a supplementary section concerning permanent insiders (permanent insiders). Permanent insiders only include persons with continuous access to all inside information pertaining to Orthex on the basis of their responsibilities. The persons entered in an event-based insider list by Orthex are those who possess inside information pertaining to a particular project, including any external advisors and consultants.

Insider lists are maintained according to electronic means meeting the applicable requirements drawn up and/or approved by the Financial Supervisory Authority or some other appropriate party. Insider lists are not public, and they are not made available to the public.

Orthex will inform a person entered into an insider list of their insider status, obligations rising therefrom and possible consequences of breaching those obligations, in writing. A person entered in an event-based insider list is informed of the termination of both the project and the relevant event-based insider list.

Restrictions on dealing

A person discharging managerial responsibilities in Orthex and any other persons possibly deemed as permanent insiders by Orthex must schedule their trading in financial instruments issued by Orthex in such a way that the trading will not undermine confidence in the securities markets.

A person discharging managerial responsibilities in Orthex as well as any other persons possibly deemed permanent insiders by Orthex may not execute the transactions on their account or for the account of a third party during a closed period, which always commences 30 days prior to the disclosure date of Orthex’s financial statement release, half-year report and the three- and nine-month interim reports provided periodically by Orthex and ends 24 hours after publishing the group’s interim report, half-year report or financial statement release.

In accordance with Nasdaq Helsinki Ltd’s Guidelines for Insiders of Listed Companies, Orthex has decided that persons who have participated in the preparation, drafting, reviewing or disclosing of Orthex’s financial reports may not carry out the transactions on his or her account or for the account of a third party during the closed period mentioned in the previous paragraph.

The trading restriction also applies to any legally incompetent persons under the custody or trusteeship of the persons within the scope of the trading restriction. A person within the scope of the trading restriction is also responsible for complying with the trading restriction when the management of their securities and other financial instruments has been assigned to another person, such as a portfolio manager.

Notification requirement and disclosure of transactions made by management and persons closely associated with them

Persons discharging managerial responsibilities in Orthex and persons closely associated with them must notify Orthex and the Financial Supervisory Authority of all their transactions defined below. The notification requirement applies to every transaction conducted on their own account relating to Orthex’s shares or debt instruments or to derivatives or other financial instruments linked to them. The notification requirement applies to all business transactions made on any market place or outside market places.

The persons discharging managerial responsibilities are the members and deputy members of Orthex’s Board of Directors, the CEO and his/her deputy, members of the Management Team as well as any other senior executives considered as such by the CEO. Orthex maintains a list of the persons discharging managerial responsibilities and the persons and entities closely associated with them.

A person discharging managerial responsibilities in Orthex or another person defined by the company as being subject to the trading restriction must request the person responsible for insider issues for an assessment of whether a planned transaction with a financial instrument is compliant with the law and the guidelines. Regardless of a prior assessment procedure, a person discharging managerial responsibilities or other persons mentioned above are each responsible for complying with laws, provisions and guidelines.

Whistleblowing

Orthex has adopted an internal whistleblowing channel through which any suspected abuse of the regulations and provisions concerning the financial market can be reported anonymously by the company’s employees.