Insider Policy of Ependion AB (publ), (Ependion)
The EU Market Abuse Regulation (MAR) applies to the regulation of insider information, insider registers and reporting requirements of shareholdings of persons discharging managerial responsibility (PDMRs) in listed companies.
Ependion AB’s Board of Directors has adopted this Insider Policy to supplement applicable legislation.
Scope
This Policy applies to the Board of Directors and all employees with access to insider information.
Insider information
All occurrences of what is considered insider information must be reported immediately to Ependion’s group CFO or CEO. Reporting shall indicate the type of information, the persons with access to the information and the date and time the persons in question were given access to the information.
Insider information is information of a specific nature that has not been disclosed, which directly or indirectly concerns Ependion or its financial instruments and, if published, is likely to have a material impact on the price of the company's financial instruments. Information that is likely to have a significant impact on price is information that a sensible investor would likely use as part of the basis for his/her investment decision.
The assessment of whether information is insider information is made by the CEO and CFO in consultation. In case of doubt, the Chairman of the Board and external legal advisers are consulted for a final assessment.
Postponement of the publication of insider information
Ependion shall inform external markets as soon as possible of insider information that directly affects the company. Ependion may postpone the disclosure of insider information at its own risk, provided that certain conditions under the Market Abuse Regulation are satisfied, including immediate disclosure being likely to harm the legitimate interests of the company.
The decision to postpone the publication of insider information, including the determination of when insider information has occurred, is made by the CFO and the CEO in consultation.
Insider register ("Logbook")
If it is decided that the publication of insider information should be postponed, the Investor Relations function (“IR function”) shall establish an insider register (“Logbook”) of the persons who have access to the insider information in question.
Responsibility for ensuring that potential insider information is reported to the CFO or CEO rests with the person responsible for the project, case or transaction to which the insider information relates. The case manager must also inform the CFO or IR function as soon as the information—other than through the publication of a press release—ceases to be insider information, so that Ependion’s Logbook can be updated accordingly.
The case manager and CFO decide on the persons to be involved in cases where they are provided with insider information. Insider information, like all other sensitive information, must be kept within as small a circle of people as possible and must be treated with special care and caution.
If Ependion postpones the disclosure of insider information, in accordance with the Market Abuse Regulation and legislation on reporting obligations for certain holdings of financial instruments, the Company shall maintain a Logbook of the persons who have access to the insider information. The CFO, via the IR function, is responsible for opening a Logbook when a decision to postpone publication has been made in accordance with the above.
A Logbook for financial reports is prepared as a matter of routine. All persons who have access to insider information about the company, either as an employee or on assignment (including Board members, business entity management teams, external consultants and auditors) will be entered in the Logbook, regardless of whether these persons are registered in the company's list of PDMRs.
The CFO and IR function shall ensure that the persons reported are registered in Ependion's Logbook, are informed of the consequences thereof, confirm in writing that they are aware of the legal obligations this entails, and the penalties applicable to insider trading and illegal disclosure of insider information.
It is possible for Ependion to instruct external consultants and parties to maintain their own Logbooks (so called sub-logbooks) of the persons of the contractor who have access to insider information regarding the project or case in question. If Ependion chooses to assign a contractor to keep a sub-logbook of the persons with the contractor who have access to insider information, Ependion remains solely responsible for maintaining such sub-logbook pursuant to the provisions of the Market Abuse Regulations on insider lists, and shall ensure that Ependion is always entitled to access the sub-logbook.
PDMRs (persons discharging managerial responsibility)
Pursuant to the MAR, Ependion is liable for maintaining a register of all PDMRs, and their related parties. Additionally, all these individuals must be informed of their obligations, which include a liability to report trading in Ependion shares within three (3) calendar days, firstly to the Swedish Financial Supervisory Authority, and secondly, to Ependion’s IR function as soon as the transactions reach a total value of €5,000 in any calendar year.
Blackout period
There is also general prohibition of trading in Ependion shares from 30 calendar days prior to the publication of interim or annual financial statements, termed the blackout period for all PDMRs.
Ependion’s specific rules
Over and above applicable regulations, Ependion applies the following rules to insider information and trading:
a) All employees included in the insider register, PDMRs and their related parties must report all trading in Ependion shares (regardless of legally stipulated thresholds) to Ependion’s IR function or CFO.
b) The period of prohibition of trading in Ependion shares from 30 days prior to the publication of financial reports, known as the blackout period, also includes the day of publication.
c) Short-term trading in Ependion shares is not permitted for employees included in the insider register, and persons discharging managerial responsibility, and their related parties. Short-term trading generally implies ownership for a period of less than one quarter.
The Swedish Financial Supervisory Authority has issued guidance in its document Vägledning Börs- och MTF-bolag (‘Guide for listed and MTF companies’), offering more detail.
The Board of Directors
Malmö, Sweden, 30 January 2020
Beijer Group has changed name to Ependion
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