Insider Administration

Spinnova complies with the EU Market Abuse Regulation ((EU) 596/2014 as amended, “MAR”) and with the lower-level regulation issued pursuant thereto as well as with the Finnish Securities Markets Act (746/2012 as amended, “SMA”), regulation and guidelines issued by the competent authorities, and Nasdaq First North Growth Market – Rulebook and the Guidelines for Insiders by Nasdaq Helsinki Ltd (the “FN Rules”).

Spinnova’s insider guidelines consist of the Nasdaq Helsinki Ltd’s insider guidelines in force at the time, with the Spinnova-specific specifications. Spinnova’s Insider Policy has been approved by the Board of Directors.

Inside information

Spinnova informs the public as soon as possible of inside information that directly concerns Spinnova. Disclosure of inside information is decided by the Chair of the Board or two members of the Board of Directors together or a person authorized by either of these.

The decision on a possible delay of disclosure of inside information is made by the company’s Board of Directors and the CEO together or when this is not possible due to the urgency of the matter, the CEO alone. The decision will be made after it has been assessed whether the conditions for delaying the disclosure of inside information are met. The insider manager is responsible for documenting the assessment and the decision to delay the disclosure and for the retention of documentation.

Insider lists

The Company’s insider manager is the CFO. The Company’s insider manager is also responsible for maintaining the Company’s insider lists and for the management of the trading restriction and the obligation to notify and disclose transactions.

If Spinnova decides to delay the disclosure of inside information, it must immediately establish an insider list concerning the inside information.

Spinnova maintains project-specific insider lists of projects that constitute inside information. Each person to whom project-specific inside information is disclosed must promptly be added to the project-specific insider list. The company has assessed that it does not have such permanent insiders who should be listed in a separate supplement to the insider list.

All persons added to the insider list will be informed in writing of being added to the insider list and of the obligations arising from this addition, as well as of the sanctions applicable to insider dealing and to the unlawful disclosure of inside information.

Trading restrictions

Spinnova complies with the MAR trading ban on managers (closed window). Spinnova also has separately identified persons who contribute to the preparation of the company’s financial reports or who have access to information pertaining to this and who are not allowed to directly or indirectly trade in or to conclude any transactions on their own behalf or on the behalf of a third party, that relate to the company’s shares or any debt instruments or to related derivatives or other financial instruments.

The closed window period begins 30 days before the publication of the financial statements report or interim reports and ends on the following day from once these have been published.

The Company may also impose other trading restrictions.

Regardless of the above, concluding a transaction with the company’s financial instruments is always prohibited if the person intending to trade possesses inside information concerning the company or its financial instruments.

The obligation to disclose the transactions concluded by managers and persons closely associated with them

A manager or person closely associated with the manager must make the notification of a transaction promptly and no later than three business days after the date of the transaction. Spinnova publishes transaction notifications it receives in a company release without delay and no later than two working days after it has received the notification. The Company does not separately verify the accuracy of the notifications it receives.

Whistleblowing

Spinnova has a 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.