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 2015, with the exception of the following:

  • Recommendations 10 (Independence of the Company of the members of the directors). Four out of six members of the Board are dependent on the Company, which is why the composition of the Board does not meet recommendation 10 of the Corporate Governance Code in this respect.
  • Recommendation 15 (The Board of Directors shall appoint from among itself the members and chairman of the committee). Two out of three members of the risk committee are not members of the Board of Directors, which is why the composition of the risk committee does not meet recommendation 15 of the Corporate Governance Code in this respect.
  • Recommendation 16 (Independence of the Company of the members of the audit committee). Two out of three members of the audit committee are dependent on the Company, which is why the composition of the audit committee does not meet the recommendation 16 of the Corporate Governance Code in this respect.
  • Recommendation 17 (Independence of the Company of the members of the remuneration committee). All members of the remuneration committee are dependent on the Company, which is why the composition of the remuneration committee does not meet the recommendation 17 of the Corporate Governance Code in this respect.

The Board of Directors has considered that despite the deviation from the above-mentioned recommendations, the composition of the Board of Directors and Board committees and the skills and experience of the members correspond to the interest of the Company and its shareholders regarding the Company’s current business and going forward. More detailed overview and reasoning is available in the Corporate Governance Statement.

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.