Flagging obligation

Flagging obligation refers to the obligation to notify major shareholdings and proportions of voting rights in accordance with Chapter 9 of the Finnish Securities Markets Act. The purpose of the obligation is to provide investors with equal opportunities to have information on companies’ ownership structures and changes therein.

A flagging notification shall be made whenever the proportion of holdings or votes in a listed company for a shareholder, or a person comparable to a shareholder, and/or holdings of controlled entities, reaches, exceeds, or falls below a disclosure threshold. The thresholds are 5%, 10%, 15%, 20%, 25%, 30%, 50%, 2/3 and 90% of the number of voting rights or shares in a company. Persons comparable to shareholders include, among others, persons who exercise control over a shareholding company.

Finnish Securities Markets Act has been changed as of 19 April 2024 so that the obligation also applies to holdings and voting rights in companies traded in First North. A flagging notification to the company, as well as the Finnish Financial Supervisory Authority, shall be made as follows:

  1. Holdings exceeding a flagging threshold as of 19 April 2024
    In case a proportion of holdings or votes is at least five percent on 19 April 2024, as the change in regulation enters into force, a flagging notice shall be made within two months from the change in regulation, i.e. no later than 19 June 2024.
  1. Changes during the transition period 19 April – 19 June 2024
    In case a disclosure threshold has been reached, exceeded, or a holding falls below the threshold during the two-month transition period between 19 April – 19 June 2024, a flagging notification shall be made during this transition period, i.e. no later than 19 June 2024.
  1. Notifications after the transition period (as of 20 June 2024)
    As of 20 June 2024, flagging notifications shall be made without undue delay, but no later than the next trading day after the shareholder has learned or should have learned of a transaction leading to the breach of a notification threshold.

More information on the flagging obligation is available on FIN-FSA website at https://www.finanssivalvonta.fi/en/financial-market-participants/capital-markets/issuers-and-investors/notification-of-major-holdings/.

Flagging notifications to NYAB Plc shall be sent by email to ir@nyabgroup.com. NYAB publishes these notifications as Company Announcements.