Compliance with the Finnish Corporate Governance Code & Insiders

The board of directors has resolved that the Company shall voluntarily apply the Finnish Corporate Governance Code published by the Finnish Securities Market Association. While the Finnish Corporate Governance Code is aimed at companies listed on the Helsinki Stock Exchange (the "Helsinki Stock Exchange") maintained by NASDAQ OMX Helsinki Ltd, the Company has considered the Finnish Corporate Governance Code to provide a corporate governance framework that is most suitable to the Company, as a company incorporated under the Finnish Companies Act. The German Corporate Governance Code is not applicable, because the Company is not a German company and we do not intend to adhere to the German Corporate Governance Code.

The Finnish Corporate Governance Code is based on the "comply or explain" principle. This entails that while the Company should, in general, comply with the Finnish Corporate Governance Code, it may depart from the recommendations of the Finnish Corporate Governance Code if it discloses such departures and explains the reasons of such departures. Several recommendations in the Finnish Corporate Governance Code are based on mandatory Finnish legislation, and such recommendations may not be departed from to the extent such departure would constitute a breach of mandatory legislation.

The Company complies with the Finnish Corporate Governance Code, with the exception of the following:

  • Recommendation 34 (Managing director's service contract), Recommendation 40 (Decision-making process), Recommendation 41 (Remuneration and other benefits of the directors), Recommendation 44 (Information on share and share-based remuneration of directors), Recommendation 45 (Principles for the remuneration schemes of the managing director and other executives), Recommendation 46 (Information on the service contract of the managing director), and Recommendation 47 (Remuneration statement) as such recommendations of the Finnish Corporate Governance Code recommend disclosures which, in the opinion of the Board of Directors, are not customary in the German securities markets and would therefore not be in the best interests of the Company for the time being. The Board of Directors expects that the financial statements of the company may in the future contain further disclosures which would increase the company's compliance with the Finnish Corporate Governance Code.
  • Recommendation 51 of the Finnish Corporate Governance Code provides that companies shall comply with the Guidelines for Insiders issued by the Helsinki Stock Exchange and disclose their essential insider administration procedures. The Company does not apply Recommendation 51 because it is not listed on the Helsinki Stock Exchange and therefore the rules of the Helsinki Stock Exchange (including the Guidelines for Issuers) do not apply to it. Instead, Ferratum Oyj complies with mandatorily applicable Finnish and German legislation and the listing rules and regulations of the regulated market of the Frankfurt Stock Exchange and the additional requirements of the Prime Standard of the Frankfurt Stock Exchange.

Insider Administration

Ferratum's insider rules are based on and comply with the Chapters 12-14 of the Finnish Securities Markets Act (746/2012, as amended), the Finnish Financial Supervisory Authority's Standard 5.3 on Declarations of Insider Holdings and Insider Registers (as amended on 1 July 2013) and the German Securities Trading Act, as amended (Wertpapierhandelsgesetz – WpHG).

Ferratum maintains a public register of permanent insiders who have the duty to declare. Such insiders consist of members and deputy members of the company's board of directors, the auditor in charge (and his deputy), the CEO (and his deputy), and the management team.

Employees of the Ferratum who have access to inside information on a regular basis as a result of their position or the duties they perform are registered in a non-public register of permanent company-specific insiders. Permanent insiders must not purchase or sell securities issued by the company in the 30 days prior to the publication of interim reports or the company’s financial statements (“closed window”).

Separate, non-public, project-specific insider registers are maintained for insider projects. Persons defined as project-specific insiders are those who, in the course of their duties in connection with a project, receive information concerning the company which is likely to have a significant effect on the value of Ferratum's securities.

Lea Liigus is responsible for the coordination and supervision of insider issues.