I INTRODUCTION

Since 2012, the Finnish initial public offerings (IPO) market2 has been developing extremely well, following what was approximately five years of stagnation.

The Helsinki Stock Exchange is operated by Nasdaq Helsinki, a company belonging to the US corporation Nasdaq, which operates 26 markets worldwide.3 In addition to Nasdaq Helsinki, Nasdaq operates exchanges in the Nordic countries: Sweden (in Stockholm), Denmark (in Copenhagen) and Iceland (in Reykjavik). On 31 December 2017, the number of listed companies on the regulated markets of the above-mentioned Nordic exchanges totalled 661 (excluding 10 multiple listings), and the number of companies admitted to trading on the alternative marketplaces operated by Nasdaq in the Nordic region was 323.4

Nasdaq Helsinki companies can be listed either on the main market (the Official List), which is a regulated market, as defined by EU legislation (and implemented in national legislation), or be admitted to trading on an alternative marketplace aimed for growth companies, Nasdaq First North (First North).

As of 31 December 2017, there were 146 companies listed on Nasdaq Helsinki, of which 125 companies were listed on the Official List and 21 companies were listed on First North. In addition, there were four Swedish companies parallel-listed on Nasdaq Helsinki. In 2017, 13 companies joined Nasdaq Helsinki, which set a new record in the 2000s. Seven of these were listings on the Official List and six were admitted to trading on First North.

One recent feature has been the IPOs of game industry companies; in 2017, Next Games Corporation, Remedy Entertainment Plc and Rovio Entertainment Corporation joined Nasdaq Helsinki.

There is a long-established tradition in Finland of stock exchange trading, which dates back to 7 October 1912.

II GOVERNING RULES

The applicable regulatory framework governing IPOs in Finland is based on EU regulations and the implementation of EU directives. The principal statute, the Finnish Securities Markets Act (746/2012), as amended (SMA), governs, inter alia, the listing of securities, disclosure obligations on the securities markets, takeover bids, prevention of market abuse and supervision of the securities market. In addition to national and EU legislation, there are authority-based regulations as well as rules issued by Nasdaq Helsinki.

i Main stock exchanges

As noted above, Nasdaq Helsinki operates both the Official List, which is the regulated market, and the alternative marketplace, First North.

Official List

The Official List is suited for companies that are mature and can adhere to the highest standards for reporting, transparency and accountability. The Official List is further divided into the segments of large cap, mid cap and small cap based on the companies’ market cap, even though such division has no impact on listing criteria or rules applicable to the companies.5

First North

First North is designed for growth companies wishing to gain access to capital markets. As the applicable rules are less extensive than for the Official List, First North provides companies with room to focus on the development of their businesses. First North may be the first step into the financial market and could be used as a springboard to the Official List in the future. First North Premier is a segment within First North. It is designed for growth companies making a conscious decision to comply with higher disclosure and accounting standards than those applied to regular First North companies.

ii Overview of listing requirements

The applicable listing requirements depend on whether a company aims to have its securities listed on the Official List or admitted to trading on First North. Issuers whose shares are to be listed on the Official List have to comply with high statutory standards that are largely harmonised throughout the European Union and reflected in the listing criteria, while First North is merely regulated pursuant to the rules of Nasdaq Helsinki itself, which are less burdensome than those applied to the Official List.6

Official List

General listing requirements have been harmonised between the Nasdaq Nordic exchanges. The specific requirements and preconditions for a company’s shares to be listed on the Official List and the required contents of the application for the listing are regulated by the Nasdaq Helsinki Ltd Rules of the Exchange (the Rules of the Exchange).7 The listing of shares of real estate investment funds or acquisition companies into which special listing requirements are applied is not discussed in this chapter.

A listed company must meet the listing requirements continuously while being listed. However, there are certain requirements that are only applied when the company is admitted to the Official List.8

The listing requirements can be summarised as follows:9

a general requirements regarding the company and the shares: a public limited liability company form, legal competence, free transferability of the shares, shares entered into the book-entry system and all issued shares of the class must be listed;

b annual accounts published for the last three years and sufficient operational history;

c annual accounts prepared in accordance with International Financial Reporting Standards (IFRS);

d sufficient earnings capacity or sufficient working capital for 12 months, available after the first day of listing;

e sufficient shares within the same class in the possession of the public (at least 25 per cent), i.e., free float10 and a sufficient number of shareholders;

f sufficient supply of and demand for the shares existing in order to facilitate a reliable price formation;

g expected aggregate market value of the shares of at least €1 million;

h information about how the company complies with the corporate governance code recommendations issued in its home state; and

i administration required for a listed company covering the requirements: the composition of the board of directors must sufficiently reflect the competence and experience required, the management must have sufficient competence and experience, and the company must establish and maintain adequate procedures, controls and systems to enable it to provide the market with timely, reliable, accurate and up-to-date information.

In addition, the company shall prepare and publish a prospectus (the EU prospectus) according to the EU Prospectus Regulation11 approved by the Finnish Financial Supervisory Authority (FIN-FSA).

Listing shall be applied in writing. The Rules of the Exchange include a list of issues that the application must include and practical matters that must be taken care of.12 A company is also required to enter into a written agreement with Nasdaq Helsinki on trading its shares on the Official List and, in the agreement, undertake to comply with the rules and guidelines of Nasdaq Helsinki.

When seeking a dual listing on the Official List, the company must satisfy Nasdaq Helsinki that there will be sufficient liquidity in order to facilitate orderly trading and an efficient price formation process. Nasdaq Helsinki will normally recognise the listing requirements of another (in Nasdaq Helsinki’s opinion) well-recognised regulated market or equivalent trading venue, if the company is subject to listing on such a market. Nasdaq Helsinki may approve the dual listing of a company with a listing with the maintainer of a regulated market and, on the basis of this, grant exemption from one or more of the general listing requirements as well as the requirements regarding the administration of the company referred to in the Rules of the Exchange. Companies with a listing on a regulated market, or equivalent, which is run by Nasdaq, Deutsche Börse, London Stock Exchange, New York Stock Exchange, Euronext, Oslo Börs, Hong Kong Exchanges and Clearing, Australian Securities Exchange, Singapore Exchange or Toronto Stock Exchange may be granted exemptions from the Rules of the Exchange. Decisions on dual listings of such companies shall be made by the managing director of Nasdaq Helsinki. Usually it is required that the company has been admitted to trading for a period of at least 12 months on that particular market.13

Nasdaq Helsinki may, in cases where all listing requirements are fulfilled, refuse an application for listing if it considers that the listing would be detrimental for the financial markets or investor interests.14

First North

The shares of a company may be added for trading to First North subject to approval of a written application. The application shall cover all shares of the same class. The requirements for admitting shares to be traded on First North are significantly less onerous than the requirements set out for the Official List. Pursuant to the Nasdaq First North Nordic – Rulebook (First North Rules)15 the shares may be traded on First North when Nasdaq Helsinki finds that they meet First North’s requirements and where Nasdaq Helsinki finds that trading in such financial instruments is of public interest.

The listing requirements can be summarised as follows:16

  1. general requirements regarding the company and the shares: free transferability of the shares,17 shares entered into the book-entry system and cleared and settled in a manner acceptable to Nasdaq Helsinki;
  2. sufficient supply and demand of the shares shall exist: sufficient number of shareholders holding shares with a value of at least €500, at least 10 per cent of the share class to be traded is held by the general public;18 and
  3. the share price shall, at the time of admission, be at least €0.50.

Instead of an EU prospectus required for listings on the Official List, the companies to be admitted to trading on the First North market shall prepare a ‘company description’ (unless the issue of shares is such that an EU prospectus is required). The requirements for the company description are provided in the First North Rules and are less extensive than requirements for an EU prospectus.

The companies that join First North are required to engage a certified adviser in connection with the approval process. A certified adviser shall provide support and guide the company through the application process, advise the company with regard to disclosures, communications and reporting duties and also ensure that the company initially and continuously complies with the First North Rules. The certified adviser shall also report any rule violations to Nasdaq Helsinki. In order to act as a certified adviser, the adviser has to sign an agreement with Nasdaq Helsinki.

Should the company decide to comply with the stricter disclosure requirements and IFRS standards, the company may apply for the separate First North Premier segment. The additional requirements for Premier segment are that the company must:19

  1. apply IFRS for accounting and financial reports and have at least one reviewed financial report (for example a quarterly report or a semi-annual report) prepared in accordance with the IFRS;
  2. on a continuous basis, distribute at least 25 per cent of the shares within the share class to be traded to the general public; and
  3. on a continuous basis, have a market value of at least €10 million.

Further, it is recommended that the company notifies how it complies with the local corporate governance recommendations issued in the country where the company is incorporated.

iii Overview of law and regulations

In Finland, the applicable national legislation for the IPOs is primarily set out in the SMA20 and the Act on Trading in Financial Instruments (1070/2017). In addition, the regulation of the FIN-FSA provides provisions and recommendations for companies contemplating an IPO. With regard to listing on the Official List and the Rules of the Exchange, and with regard to admittance to trading on First North, the First North Rules are the main source of the exchange-based regulation. Further, regarding listing on the Official List, other rules such as Insider Guidelines of Nasdaq Helsinki and the Finnish Corporate Governance Code of the Finnish Securities Market Association (the CG Code) shall be complied with. The Insider Guidelines shall also be complied with regard to First North.

In addition to the national rules and regulations referred to above, there are several EU regulations that include legislation directly applicable in the Member States of the EU and that are relevant for an IPO on a regulated market anywhere in the EU. The most important EU regulations regarding IPOs are the provisions of the European Commission Regulation (EC) No. 1287/2006 and EU Prospectus Regulation,21 which govern the contents of EU prospectuses. European Securities and Markets Authority’s (ESMA) recommendations, guidelines, opinions and Q&As are also valuable sources of information. The obligation to publish an EU prospectus applies also to the admittance of shares on First North when the total consideration for the offer of shares in EEA is a minimum of €5 million calculated over a period of 12 months.

Further, the Transparency Directive22 and Market Abuse Regulation23 (MAR) govern the post-IPO transparency principles and protections against market abuse and include obligations regarding publication of inside information and managers’ transactions. On a national level, these obligations arise from the SMA and the Regulation of the Ministry of Finance on the Ongoing Disclosure Obligation of an Issuer of a Security (20 December 2012/1020).24 In addition, the provisions by the ESMA and the FIN-FSA, the applicable rules of Nasdaq Helsinki, the Guidelines for Insiders25 and the CG Code26 recommendations for the post-IPO stage are relevant. The MAR and Guidelines for Insiders are also applied to companies whose shares are admitted to trading on First North.

III THE OFFERING PROCESS

i General overview of the IPO process
Steps and timing

Official List

The listing process (including planning and preparing) takes approximately six months to one year. However, the process may be faster, depending on, for example, how the company has prepared its corporate governance or internal processes and if the company has already been reporting annual accounts in accordance with IFRS. The process may be divided into different phases: the preparation phase, the actual listing process and the post-IPO phase (i.e., when the company is a listed company).

The initial planning is typically started six to 12 months prior to the listing. This phase includes general mapping of the targets, choosing the advisers, entering company shares into the book-entry system and making amendments to the company’s articles of association (including but not limited to changing the company from a private limited liability company to a public limited liability company) and preparing reports in accordance with the IFRS. The equity story is also prepared.

The actual listing process typically begins three to six months prior to the listing. During this phase, the company prepares for the listing with its advisers through the following:

a a plan and schedule for the listing process is prepared;

b meetings with FIN-FSA and Nasdaq Helsinki are arranged in order to present the company’s business and financial status;

c due diligence reviews are carried out;

d the prospectus, marketing material, and share sale or issue terms and conditions are drafted; and

e internal processes regarding governance, financial reporting, insider administration and investor relations are prepared, and the ticker symbol is reserved.

At the latter stage of the actual listing process, typically one to three months prior to the listing, the prospectus and terms and conditions of the share sale or issue are finalised and approved by the FIN-FSA, the company gives a presentation to the listing committee of Nasdaq Helsinki and, to finalise the listing application, the company takes part in the training sessions arranged by Nasdaq Helsinki. Also, the company may release information on its planned listing and be initially marketed.

The final stage of the listing process, which typically takes place within four months prior to the listing, includes the company’s board of directors’ resolution on the listing, submitting of the listing application and publishing of the prospectus and share sale or issue terms. The listing application is handled and resolved by the listing committee of Nasdaq Helsinki. The company shall, without undue delay, disclose the filing of a listing application with Nasdaq Helsinki. A company that has filed a listing application is considered equal to a listed company until the company share has been listed, the company has disclosed information about the cancellation of a listing application, or Nasdaq Helsinki has rejected the listing application and therefore such a company shall comply with the Rules of the Exchange applicable to listed companies.27

Further, the company shall, at the time of filing its application for listing, at the latest, have a website where the information made public in accordance with the disclosure duties and information relating to the corporate governance shall be available. In principle, the company shall also draft a communication policy to ensure the company’s readiness for the communications required from a listed company. Besides the necessary steps arising out of the listing criteria and rules and regulations, investor communication may have a material significance to the success of the listing; therefore, making the company publicly known in advance is crucial for a successful listing. At the final stage of the listing process, the investor and analyst meetings are arranged.

After the necessary steps with regard to marketing and share sale or issue have been completed, including the market release issued by Nasdaq Helsinki, the company is ready to be listed and trading commences.

First North

The process as regards the admittance of the shares to be traded on First North usually takes approximately one to three months in the aggregate. The length of the process depends, inter alia, on whether the company prepares an EU prospectus (as mentioned above) or the lighter company description in accordance with the First North Rules. The following steps are to be taken during the admittance process:

  1. appointment of the certified adviser and other advisers, such as a legal adviser;
  2. the certified adviser contacts Nasdaq Helsinki on the schedule and plan, and the ticker symbol is reserved;
  3. the company and the certified adviser finalise the application, investor sections of the company’s website and company description (or prospectus when applicable);
  4. the standard industrial classification application is filed with Nasdaq Helsinki;
  5. the certified adviser files the application, including the attachments, with Nasdaq Helsinki, and the company notifies of the filing of the application 15 days prior to commencing the trading, at the latest;
  6. Nasdaq Helsinki handles the application;
  7. the company description (or prospectus) and the terms for the share sale or issue are published; and
  8. the resolution of Nasdaq Helsinki takes place.

After these steps and the share subscriptions and registrations (when applicable) are completed, the company’s shares may begin being traded on First North.

Key parties, stakeholders and documentation

The key parties of a Finnish IPO generally consist of (in addition to the issuer itself and the underwriter or underwriters):

a advisers, such as financial and legal advisers;

b Nasdaq Helsinki;

c the central securities depository (Euroclear Finland);

d the FIN-FSA, when applicable;

e accountants;

f the market maker;

g the subscription venue;

h communications and investor-relations consultants;

i old and new shareholders;

j personnel; and

k the media.

The legal adviser advises the company on the legal aspects of the IPO, inter alia, by conducting legal due diligence of the company, assisting in the preparation of the prospectus and terms for the share sale or issue, negotiating the underwriting documentation, and assisting in preparing the company to meet the listing criteria, the company’s internal documentation, and processes regarding governance, disclosure and insider administration.

The required documentation for an IPO process includes, inter alia:

a resolutions regarding the appointment of advisers;

b approval of the final agreements regarding the IPO process;

c resolutions on the listing, documenting:

• the corporate governance and administrative measures of the company;

• company presentations;

• the listing application;

• the prospectus or company description;

• terms of the share sale or issue;

• marketing material; and

d shareholders’ resolutions on the amendments to the articles of association, when necessary, regarding:

• changing the company’s legal form from a private company into a public limited liability company;

• removing the redemption or consent clauses;

  • entering the company’s shares into the book-entry system;

    • changes in the composition of the board of directors, where necessary; and

    • authorisation to the board of directors regarding a share issue.

The necessary processes shall also be taken with Euroclear Finland and Finnish Trade Register with respect to the new shares issued in the share issue.

ii Pitfalls and considerations

It is important to carefully plan the listing and listing process with a detailed timetable, and be in contact with Nasdaq Helsinki in advance.

Further, a company that has filed its listing application on the Official List with Nasdaq Helsinki is subject to the disclosure duty applicable to the listed companies. Also, between the time of publication of the prospectus and completion of the listing, any new factor that may have a significant effect on the price of the company’s shares needs to be added to the prospectus. Such supplement shall be approved by the FIN-FSA and disclosed to the market.

iii Considerations for foreign issuers

In Finland, the same listing requirements for the Official List apply for foreign issuers as they do for domestic issuers. However, according to the ESMA, the generally accepted accounting principles of the United States, Canada and Japan are sufficiently comparable, and may usually be used if IFRS-formatted annual accounts are not available.

For companies seeking dual listing on Nasdaq Helsinki and that are already listed on the regulated market or an equivalent, a special process can be applied. See Section II.ii, above.

With regard to the Finnish book-entry system and registration of foreign shares that need to be taken into account in the IPO process for foreign issuers, if a company contemplating the IPO is a Swedish company, an established link exists in Euroclear Finland with regard to the registration of the foreign shares. However, if the company’s domicile is anywhere other than Finland or Sweden, the possibility to list the shares or admit the shares to be traded in Nasdaq Helsinki depends on the chosen technical measure to be used with regard to registration of the foreign shares, as long as there is no direct link established between Euroclear Finland and the security depository of the domicile country of the foreign issuer. The possibilities include, for example, use of the holding company structure or use of Finnish depository receipts (FDRs). In addition, it is recommended to contact Nasdaq Helsinki in advance for guidance.

IV POST-IPO REQUIREMENTS

i General

Listed companies and companies whose shares have been admitted to trading on First North shall comply, inter alia, with stricter specific disclosure requirements and corporate governance obligations than for non-listed companies. The purpose of this is mainly to ensure the timely and non-discriminatory disclosure of information and protection of investors. Companies must also arrange, for example, insider administration, investor communication (including areas other than disclosure through stock exchange releases) and corporate responsibility reporting. As mentioned above in connection with the listing requirements, the companies shall continuously comply with the listing requirements and, therefore, for example, the reporting processes and risk management shall be effectively arranged.

Nasdaq Helsinki continuously monitors the rules issued by Nasdaq Helsinki to ensure compliance. Nasdaq Helsinki also monitors certified advisers of First North to ensure they fulfil their obligations according to the First North Rules.

ii Disclosure obligations

The disclosure obligations on the Official List are divided into two categories: the regular duty of disclosure and the ongoing disclosure obligation.

The regular disclosure obligations refer, in practice, to disclosure regarding companies’ regular financial reporting, such as financial statement release, half-yearly and other financial reports, annual accounts and management report, the auditor’s report, and a report on the administrative and control systems. Further, notices to general meetings; issues of financial instruments; changes in the board of directors, or management and auditors; share-based incentive programmes; closely related transactions; the company calendar; and substantial changes to the operations of the company shall be disclosed.

If Nasdaq Helsinki considers that special circumstances exist that result in substantial uncertainty regarding the company or the pricing of the traded financial instruments, and that additional information is required in order for Nasdaq Helsinki to be able to provide fair and orderly trading in the company’s financial instruments, Nasdaq Helsinki can require the company to disclose the necessary information. Also, if the company is parallel-listed and discloses any significant information due to rules, or other disclosure requirements of another regulated market or trading venue, such information shall also be simultaneously disclosed through Nasdaq Helsinki.28 Further, the company may publish, for example, forecast statements. The Rules of the Stock Exchange include criteria for such disclosures if they are made.

The ongoing disclosure obligation requires that the listed company, without delay, publishes insider information, which directly concerns the respective company by publishing a stock exchange release. The obligation of a listed company to publicly disclose inside information is regulated by the MAR, including its implementing measures29 and relevant guidelines of the ESMA.30 A company may, on its own responsibility, delay disclosure of inside information to the public provided that all of the conditions31 set out in the MAR are met. The decision on the delay shall be notified to the FIN-FSA when the inside information is disclosed. Further, the ongoing disclosure obligation, in addition to the insider matters, includes obligations relating to the management’s transactions. Regarding insider issues, Nasdaq Helsinki has also issued insider guidelines, which must be complied with.

Companies whose securities are traded on First North must also comply with the disclosure obligations. These obligations arise out of the First North Rules and are less burdensome than the rules with regard to the companies on the Official List. Disclosure requirements of insider issues on First North are, however, similar to the rules of the Official List. Other disclosure obligations include, for example, annual reports, annual earnings figures and half-yearly reports, transactions with closely related parties, general meetings, offering of new shares, incentive programmes, changes in the management or certified adviser, and qualified auditor’s reports.

iii Flagging

The flagging rules and regulations are applied to the companies on the Official List. A shareholder shall have an obligation to notify a company and the FIN-FSA of its holdings and proportion of voting rights (notification of major shareholding, flagging), when the proportion reaches or exceeds or falls below 5, 10, 15, 20, 25, 30, 50 or 90 per cent or two-thirds of the voting rights or the number of shares of the company. Upon receipt of the notification of a shareholding, the company shall, without undue delay, disclose the information in the notification of shareholding.

The flagging rules and regulations are not applied to the companies whose shares are admitted to trading on First North.

iv Corporate governance and responsibility reporting

All issuers of shares that are traded on the Official List must comply with the CG Code (or an equivalent corporate governance code applied in the home state). The CG Code is a collection of recommendations on good corporate governance. The recommendations of the CG Code supplement the obligations set forth in the legislation. The objective of the CG Code is to maintain and promote the high quality and international comparability of corporate governance practices applied by Finnish listed companies. The purpose of the CG Code is to harmonise the procedures of listed companies, and to promote openness with regard to corporate governance and remuneration.

In addition, if the company listed on the Official List is a large undertaking whose average number of employees during the financial year has exceeded 500, it has to include in its management report a statement of non-financial information.32 The statement shall include, as a minimum, information regarding how the reporting company handles: environmental matters, social and employee-related matters, respect for human rights, and anti-corruption and bribery matters.

v Insider matters

For a company that wishes to be listed on the Official List or traded on First North, it is critical that it has effective and reliable insider administration covering internal policies, and processes for maintaining insider lists, disclosure of insider issues and transactions conducted by persons discharging managerial responsibilities and closely associated with them.

vi Websites

Companies on the Official List and First North must have their own website on which information disclosed by the company on the basis of the disclosure obligations imposed on companies must be available for at least five years.

V OUTLOOK AND CONCLUSION

The Finnish IPO market has experienced a boom in recent years, following a prolonged period in the 2000s when the IPO market was practically silent. Today, small and medium-sized companies consider undertaking IPOs to expand their businesses. Further, private equity firms have now entered the Finnish IPO market and consider listing as an alternative to an exit. Currently, with IPO processes ongoing and, based on certain published aims, further IPOs in the pipeline, the market is predicted to continue this activity throughout 2018.

1 Salla Tuominen is a senior counsel at DLA Piper Finland.

2 In this chapter, IPO refers both to the listings of the shares on the regulated market and admitting the shares to trading on the alternative marketplace or multilateral trading facility. Listings of securities other than shares are not discussed in this chapter. Further, the listing of shares in real estate investment funds or listing of shares in the acquisition companies into which special listing requirements are applied are not discussed in this chapter.

3 www.business.nasdaq.com/discover/nasdaq-story/our-businesses (accessed on 26 January 2018).

4 Nasdaq, Inc: ‘December Statistics report from the Nasdaq Nordic Exchanges’, 2 January 2018.

5 Nasdaq Helsinki Ltd ‘Rules of the Exchange’ 3 Jan 2018 (Unofficial translation version 21122017 added), Chapter 2.2.1.2.

6 First North is a joint Nordic offering from the Nordic Nasdaq exchanges in Helsinki, Stockholm, Copenhagen and Iceland (Nasdaq First North Nordic – Rulebook 3 January 2018).

7 Currently valid version of the Rules of the Exchange is: Nasdaq Helsinki Ltd ‘Rules of the Exchange’ 3 Jan 2018 (Unofficial translation version 21122017)’ available at www.business.nasdaq.com/media/Rules_of_the_Exchange_3_Jan_2018_tcm5044-25490.pdf.

8 Nasdaq Helsinki Ltd ‘Rules of the Exchange’ 3 Jan 2018 (Unofficial translation version 21122017 added), Chapter 2.2.1.2.

9 Nasdaq Helsinki Ltd ‘Rules of the Exchange’ 3 Jan 2018 (Unofficial translation version 21122017 added), Chapter 2.2.

10 Where necessary, the company may be required to have a market maker for the shares, in order to ensure the reliable price formation.

11 Commission Regulation (EC) No. 809/2004 of 29 April 2004 implementing the Prospectus Directive.

12 Nasdaq Helsinki Ltd ‘Rules of the Exchange’ 3 Jan 2018 (Unofficial translation version 21122017 added), Chapter 2.2.2.2.

13 Nasdaq Helsinki Ltd ‘Rules of the Exchange’ 3 Jan 2018 (Unofficial translation version 21122017 added), Chapter 2.2.7.3.

14 Nasdaq Helsinki Ltd ‘Rules of the Exchange’ 3 Jan 2018 (Unofficial translation version 21122017 added), Chapter 2.2.3.14.

15 Currently valid version of the Nasdaq First North Nordic – Rulebook is 3 January 2018 available at: www.business.nasdaq.com/media/Nasdaq-First-North-Rulebook-3-January-2018_tcm5044-53624.pdf.

16 Nasdaq First North Nordic – Rulebook 3 January 2018, Rule 2.2.

17 Nasdaq Helsinki may, in special circumstances, admit trading of shares, which may be acquired only subject to the company’s consent, provided that the application of such clause is reasonably expected not to disturb trading (Nasdaq First North Nordic – Rulebook 3 January 2018, Rule 2.2).

18 In exceptional circumstances, this requirement may be satisfied if the company retains the services of a liquidity provider.

19 Nasdaq First North Nordic – Rulebook 3 January 2018, Rule 2.1 of Appendix J.

20 See Section II.

21 Commission Regulation (EC) No. 809/2004 of 29 April 2004. The new Prospectus Regulation (1129/2017) was published in the Official Journal of the EU on 30 June 2017. Its provisions will begin applying on a rolling basis as of 20 July 2017, with full application from 21 July 2019. The Prospectus Regulation will replace the previous Prospectus Directive 2003/71/EC. The new Prospectus Directive is a part of the capital markets union action plan. The new rules are aimed at simplifying administrative obligations related to the publication of prospectuses but in a manner that still ensures that investors are well informed. The new prospectus regime shall ensure that appropriate rules cover the full life cycle of companies from start-up until maturity as frequent issuers on regulated markets.

22 Directive 2004/109/EC of the European Parliament and of the Council as amended by Directive 2013/50/EU of the European Parliament and of the Council of 22 October 2013.

23 Commission Regulation (EU) No. 596/2014.

24 In Finnish: ‘Valtiovarainministeriön asetus arvopaperin liikkeeseenlaskijan säännöllisestä tiedonantovelvollisuudesta’.

25 A part of the regulation issued by Nasdaq Helsinki available here: www.business.nasdaq.com/media/Guidelines-for-Insiders-of-listed-companies-۳-Jan-۲۰۱۸_tcm۵۰۴۴-۲۰۰۵۵.pdf.

26 www.cgfinland2.fi/wp-content/uploads/sites/6/2015/10/hallinnointikoodi-2015eng.pdf.

27 Nasdaq Helsinki Ltd ‘Rules of the Exchange’ 3 Jan 2018 (Unofficial translation version 21122017 added), Chapter 2.2.2.1.

28 Nasdaq Helsinki Ltd ‘Rules of the Exchange’ 3 Jan 2018 (Unofficial translation version 21122017 added), Chapter 2.3.3.9.

29 Commission Implementing Regulation (EU) 2016/1055.

30 ESMA, MAR Guidelines, Delay in the disclosure of inside information, 20/10/2016 | ESMA/2016/1478 EN.

31 Article 17.4 of MAR and ESMA, MAR Guidelines, Delay in the disclosure of inside information, 20/10/2016 | ESMA/2016/1478 EN.

32 Accounting Act (1336/1997, as amended) Chapter 32, Sections 1 and 2.