Insider guidelines and related party transactions

INSIDER GUIDELINES

Metsä Group complies with the EU’s market abuse regulation (Regulation (EU) No 596/2014 of the European Parliament ad of the Council (hereinafter referred to as “MAR”), securities market legislation, and the insider guidelines of the parent company Metsäliitto Cooperative and the subsidiary Metsä Board Corporation, prepared in accordance with rules and instructions drawn up by the Helsinki stock exchange. Metsä Group requires every employee to follow the insider regulations.

Pursuant to Article 14 of MAR and Chapter 51 of the Criminal Code of Finland, a person in possession of insider information may not: (i) engage or attempt to engage in insider dealing by acquiring or disposing of the company’s financial instruments under their own or a third party’s name; (ii) recommend that another person engage in insider dealing or induce another person to engage in insider dealing; or (iii) disclose inside information to another person unless this occurs as part of the normal performance of work, tasks or the profession. Insider guidelines aim to enable the people considered the company’s insiders to hold shares in the company openly while maintaining public trust in trading and price formation with the company’s securities.

Metsä Group only recommends long-term investments and the use of purchase programmes. Insiders are provided with instructions and training at frequent intervals.

Following MAR’s entry into force on 3 July 2016, Metsä Group companies no longer
have public insiders, nor do they maintain permanent company-specific insider registers, but rather only project- or event-specific insider lists. The lists include information on persons participating in insider projects who are not allowed to trade the financial instruments of the company in question during the project.

Metsäliitto Cooperative has defined its executives as referred to in MAR to include
the members of the Supervisory Board, the members of the Board of Directors, and the President and CEO. The executives in question and their related parties are obligated to inform the company and the Financial Supervisory Authority of their transactions in Metsäliitto Cooperative’s financial instruments. Metsäliitto Cooperative will publish such transactions as stock exchange releases.The aforementioned persons are subject to a closed period of 30 calendar days prior to the publication of Metsä Group’s interim reports and financial statements, during which time the executives may not trade Metsäliitto Cooperative’s financial instruments. In addition to the executives subject to the disclosure obligation the company specifies such other persons who, in the course of their duties, participate in the preparation of interim reports and financial statements and may not trade Metsäliitto Cooperative’s financial instruments during the closed period.

Metsä Board Corporation has defined its executives as referred to in MAR to include the members of the Board of Directors and the CEO. The persons in question and their related parties are obligated to inform the company and the Financial Supervisory Authority of their transactions concerning Metsä Board’s shares and financial instruments, and Metsä Board will publish such transactions as stock exchange releases.  The aforementioned persons are subject to a closed period of 30 calendar days prior to the publicationof Metsä Group’s interim reports and financial statements, during which time the managers may not trade Metsä Board’s financial instruments. In addition to the executives subject to the disclosure obligation the company specifies such other persons who, in the course of their duties, participate in the preparation of interim reports and financial statements and may not trade Metsä Board’s shares or financial instruments during the closed period.

 

RELATED PARTY TRANSACTIONS

Metsäliitto Cooperative and its Group companies assess and monitor related party transactions. Related parties are determined in accordance with International Accounting Standards (IAS 24) and they include, among others, all Group companies, members of the Board of Directors and the Executive Management Team, as well as their immediate family members. Any conflicts of interest are taken into account in decision-making, and in accordance with the new Corporate Governance Code 2015, each Group company maintains a list of the members of its related parties.