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Related party transac­tions

Endomines Finland Plc (“Endomines”, the ”Company”) complies with the legislation in respect of related party transactions and ensures, in accordance with the legislation and the Corporate Governance Code of the Securities Market Association (Finnish Corporate Governance Code 2020) (“Corporate Governance Code”), that the requirements set for the monitoring, evaluation, decision-making and disclosure of related party transactions are complied with. The principles for monitoring and evaluating the Company’s related party transactions have been approved by the Company’s Board of Directors, which monitors and assesses related party transactions.

These related party principles of the Company set out the principles and processes for allowing the Company to identify its related parties, monitor the transactions made with them, evaluate the nature and terms of such transactions, and ensure that possible conflicts of interest are properly taken into account in the decision-making of the Company. The key points of the Company’s related party policies are described in the Company’s annual corporate governance statement. 

Maintenance of the list of related parties

The Company shall maintain a record of the natural and legal persons that are its related parties in order to identify related party transactions. The Company shall ensure that the members of the Board of Directors, the CEO and the members of the management team of the group are given sufficient instructions concerning related party matters.

The related parties are identified by maintaining and updating the list of related parties. The objective of the maintenance of the list of related parties is to ensure a sufficient level of internal risk management and transparent business operations of the Company. Each person or entity identified as a related party is recorded on the list of related parties, where also details of the relation, e.g. shareholdings in other companies, are marked.

Each person identified as a related party is required, at their own initiative, to notify, or otherwise inform the management of any conflict of interest. The updating of the list of related parties is carried out, in addition to the own initiative notification obligation, by an annual related party survey where a formal related party inquiry form is sent to all parties considered related parties. 

The Board of Directors monitors and assesses whether agreements and other legal acts between the Company and its related parties meet the requirements of the ordinary course of business and arm’s-length terms. Board members may not participate in the decision-making concerning a transaction where one of their related parties is a party.

Information on transactions with related parties is retrieved from the Company’s accounts in connection with quarterly regular financial reporting. The salaries and bonuses of related parties are monitored separately for financial reporting purposes. 

When preparing and implementing related party transactions the Company takes into account the specific reporting and disclosure obligations regarding the related party transactions.

Explaining the principles

The principles concerning related party transactions are described in the Company’s annual corporate governance statement as decided by the Company. This allows shareholders and investors to evaluate the Company’s policies.

Regular Reporting

The Company reports on related party transactions regularly in its annual financial statements. The Company discloses the information required by law in the annual report and notes to the financial statements.

Related party transactions that are material to a shareholder and that are not made in the ordinary course of business or are not conducted on arm’s-length terms, are disclosed in accordance with the Finnish Securities Markets Act, stock exchange rules of Nasdaq Helsinki Ltd and the European Union Market Abuse Regulation (EU) N:o 596/2014.

Under the Finnish Securities Markets Act, a significant related party transaction shall be published at the latest when the company becomes bound by it. The significance that causes the publication obligation is determined in accordance with the principles of the Finnish Securities Markets Act. Under the Rules of the Finnish Securities Markets Act disclosed related party transactions are for example transactions that are likely to influence investment decisions or shareholders’ decisions regarding the exercise of voting rights.