Adopted by the Board of Directors of aXichem AB on 6 March 2017
aXichem AB (‘aXichem’ or ‘the Company’) is a public limited liability company whose shares are traded on Nasdaq First North (‘the Trading Venue’). The Company shall comply with the rules applicable for the Trading Venue, as well other applicable laws and ordinances that apply to public limited liability companies in Sweden. The purpose of this Information Policy is to ensure that the quality of both internal and external information is good and to ensure compliance with laws, rules, contracts and agreements.
aXichem’s policy for communication and information has been worded to ensure that the Company has a good level of quality in these respects. The Policy affects all employees at the Company and can be summarised as follows: the Company’s communication shall be correct and clear. It should be easy for employees internally, external interested parties and also other relevant parties to find and obtain information. Qualitative information, which must never be ambiguous or misleading, should serve as guidance for the Company. Inaccurate information may never be communicated. Difficulties and problems are to be properly reflected together with the measures taken to resolve them. It is important the person acting as the information officer is available upon request. Communication from the Company is to be in Swedish.
All external communication is covered, including the website, press releases, company magazines and financial reports as well as verbal information at meetings/talks with analysts and investors, interviews with the media, etc.
The Company’s tools for external communication may be:
Communication activities are a responsibility for the Board of Directors and management team. aXichem’s CEO is responsible for when, how and what information may be disseminated by whom in the organisation.
This communication responsibility is shared between various people in the organisation. The fundamental principle is that the most appropriate person to answer a question is responsible for doing so. In general, the following applies:
aXichem’s CEO is the spokesperson for company-wide issues, such as financial position, business strategies, market and competition assessments. In the absence of the CEO, the Company’s Head of Information is responsible for external information. Other employees must not express their views other than in general terms and then concerning facts and circumstances that are already knownexternally.
All external information of a significant nature shall be decided by the Board of Directors and, if time does not allow for this, by the CEO in consultation with the Chair. The Chair of the Board of Directors expresses their views, when required, on issues such as, for example, the occurrence of changes in ownership, changes to senior executives and crisis situations relating to changes in ownership.
A fundamental precondition for independent analysis of the Company’s operation and value is that all interested parties are afforded an opportunity to have access to the same information from the Company at the same time.
The Company is obliged to comply with the EU Regulation on Market Abuse (2014/596/EU) (‘MAR’). It follows from MAR and the rules of the Trading Venue that the Company is to make inside information public as soon as possible in accordance with Article 17 of MAR.
‘Inside information’ means information that is of a precise nature, which has not been made public relating, directly or indirectly, to aXichem’s financial instruments and which, if it were made public, would be likely to have a significant effect on the prices of those financial instruments or on the price of related derivative financial instruments. The assessment of what constitutes ‘inside information’ must be based on facts and circumstances and made on a case-by-case basis, and the Company must contact the Company’s Certified Adviser for advice in the event of uncertainty. During ongoing trading this means that the disclosure must not take more time than required to compile and distribute the information. This requires good planning, i.e. that a draft press release is available at the time of a decision (however, this provision does not mean that the information must be provided during an ongoing board meeting). If an election or decision is made during the evening or night and no trading is taking place in the Company’s shares in any other trading venue, the disclosure shall be made the morning after, well before the Trading Venue opens. A precondition for this is that the inside information is treated as confidential before it is made public and that no unauthorised party has had access to the information before it is made public.
However, in special cases, where the information is provided in the normal course of the exercise of the employment, profession or duties and the person receiving the information owes a duty of confidentiality, the information can be disclosed, before its disclosure, to such persons who are actively participating in the decision-making process or as a consequence of their professional role are involved in the work to produce the information. This may, for example, relate to information for major shareholders or potential shareholders during a sounding in preparation for a new share issue, to advisers engaged by the Company for, for example, prospectus work prior to a planned issue or other business of a major scope, to prospective bidders or target companies in conjunction with negotiations for a takeover bid, to ‘rating agencies’ prior to credit ratings or to lenders prior to important credit decisions.
If there is an occurrence outside the Company’s control, the Company shall provide information about the event as soon as possible.
The Company’s Certified Adviser shall be contacted by the Company in advance to ensure as fair a distribution of information as possible when significant price-sensitive information is to be communicated to the market during ongoing trading. Information that would be likely to have a significant effect on the price of the Company’s financial instruments if it were to be made public may not be provided in any other way than through public disclosure. For example, there is a duty of disclosure in the following situations:
The rules of the Trading Venue also mean that it is obligatory to make certain ongoing information public. This applies to:
What is otherwise regarded as ‘inside information’ may be determined by aXichem’s CEO and Board of Directors on a case-by-case basis. The Company’s Certified Advisor must be contacted for advice in the event of uncertainty about whether information should be made public. Information that is made public shall, at the same time as its disclosure, be provided to the Company’s Certified Adviser and the Trading Venue. If aXichem intends to make information public that is expected to be of particular importance to the Company, the Company shall inform the Trading Venue and Certified Adviser as early as possible before the information is made public.
5.1. Delay of disclosure
Disclosure of inside information may be delayed in certain cases. In these cases, the following conditions shall be satisfied:
If the Company decides to delay the disclosure of inside information, the Company shall notify its Certified Adviser regarding this. Finansinspektionen [Swedish Financial Supervisory Authority]shall be informed of the delay immediately after the delayed information has been made public. Finansinspektionen may then request a written explanation about how the conditions for delay have been complied with. The Company must therefore document how the conditions have been complied with.
5.2. Ex ante information for the Certified Adviser and Trading Venue
Certain situations require that the Company informs the Trading Venue and Certified Adviser prior to an official statement. For example (but not limited to):
5.3. Handling of inside information
Employees within the Company must comply with the internal secrecy requirements drawn up to prevent the dissemination of inside information that has not been made public.
A secrecy contract is to be drawn up for external consultants and cooperating partners who have access to inside information that has not been made public.
5.4. Logbook (insider list)
The Company must keep an ongoing internal list (‘logbook’) of people who are employed or have assignments for the Company and who have access to inside information relating to the Company.
The logbook is to be structured in accordance with the requirements prescribed by the Market Abuse Regulation. The following information is to be provided for people with access to inside information:
People entered in the logbook are to be simultaneously notified in writing by the Company about what this entails. Furthermore, the Company must take all reasonable measures to ensure that all people who are on the insider list confirm in writing that they are aware of the legal obligations this entails and applicable sanctions.
A logbook shall be kept for each event that comprises inside information and it shall be kept in an electronic format. The logbook is to be updated as soon as the situation changes. The logbook shall be saved for at least five years from the date it was drawn up or, if it has been updated, five years from the date on which it was last updated.
5.5. Persons discharging managerial responsibilities and persons closely associated with them
The Company is obliged to keep a list of all persons discharging managerial responsibilities as well as persons closely associated with them.
A ‘person discharging managerial responsibilities’ is a person who is a member of the administrative, management or supervisory body of the Company, other senior executives who have regular access to inside information relating directly or indirectly to aXichem and power to take managerial decisions affecting the future developments and business prospects of the Company.
A ‘person closely associated’ is a natural person or legal person, etc. who has one of the following relationships with the person discharging managerial responsibilities:
Persons discharging managerial responsibilities and persons closely associated with them are, according to Article 19 of MAR, obliged to notify Finansinspektionen and the Company of their transactions in the Company’s shares, debt instruments, derivatives or other financial instruments linked to these financial instruments within three business days after the transaction. However, the notification is only required if the total amount of the transactions exceed EUR 5,000 within a calendar year.
The Company shall notify in writing those persons who are persons discharging managerial responsibilities about their obligations under MAR. Persons discharging managerial responsibilities shall in their turn notify persons closely associated with them about their obligations under MAR and also keep a copy of the notification.
5.6. Unexpected significant changes in results
If the Company observes that the Company’s earnings trend during a quarter significantly deviates, upwards or downwards, from the picture of the Company’s situation created by previously published information, the information about this deviation may comprise inside information.
When assessing whether a change in the Company’s earnings trend is significant enough to comprise inside information, the Company shall evaluate the deviation based on the last known financial development, forecasts or prospective statements. Consideration should also be taken of the Company’s specific operation together with publically known changes to the financial preconditions during the remainder of the financial period. These preconditions may, for example, include seasonal variations as well as general market trends. Consideration should also be taken of other information provided from the Company relating to factors in the surrounding world, such as sensitivity analyses relating to, for example, interest and currency rates, and the price of raw materials. Summaries of the analysts’ expectations for the Company are not decisive to how the assessment should be made.
The Certified Adviser and Trading Venue is to be notified in advance in the event that the ‘unexpected significant change in results’ may be assumed to be of extraordinary significance for the Company and its financial instruments.
The CEO is responsible, following a decision of the Board of Directors, for inside information in the form of press releases, interim reports and annual reports being made public without delay in accordance with MAR and the rules of the Trading Venue.
An established electronic news distributor is to be used for distribution which ensures that the Trading Venue, media and general public can have access to the published information without delay and at the same time.
6.2. Press releases
6.3 Contact persons
All communication with the financial market and media on behalf of the Company will take place through the Company’s CEO, Head of Information and Chair of the Board of Directors. Other employees and officers within the Company, who are contacted by investors, shareholders, analysts or the media, shall always refer directly to the CEO, Head of Information or Chair of the Board of Directors without making any further comments. Subsidiaries within the Company do not communicate with the media without the approval of the CEO.
6.4 The Company’s website
The Head of Information is responsible for the Company’s website. The website should be updated with the information required in accordance with NASDAQ’s requirements. Press releases, financial statements, information from annual general meetings, the Articles of Association, insider dealing and also ownership and contact information should be made public on the website.
6.5. The Company’s staff
Staff at the Company who, owing to their position, have received inside information may not, before the information has entered the public domain or has ceased to be of importance to pricing, buy or sell, nor cancel or amend an order concerning, such financial instruments on the securities market. Nor may the information be used, through advice or in some other such way, to induce anyone to buy or sell, or cancel or amend an order, of this kind. It is also prohibited to disclose inside information (except where disclosure occurs during the normal course of the exercise of the employment, profession or duties).
The Company applies a ‘Quiet Period’ of 30 days prior to the disclosure of interim reports, year-end reports or annual reports.
No personal meetings with investors or analysts are to be planned during the Quiet Period and no comments may be made regarding the Company’s financial development.
6.6. Trading in the Company’s securities
When trading in the Company’s securities, all employees shall comply with the ‘Thirty-Day Rule’. This means that those persons affected may nottrade in shares or other financial instruments in the Company 30 days prior to the disclosure of ordinary interim reports.
However, the Company may in exceptional circumstances, such as serious financial difficulties that require the immediate sale of shares or situations where trading takes place within the framework of, or is related to, a share or saving scheme, permit trading regardless of the Thirty-Day Rule. The circumstances must be very urgent, unforeseen and compelling. In addition, the reason for the circumstances shall be external in relation to the employee and the employee shall have no control over it. Permission is to be obtained from the Company before trading may be implemented, which means consequently that it is impossible to get permission retrospectively. A request for permission shall be made in writing to the Company’s CEO and reasons provided as to why the employee should be given permission as well as a description of how the planned trading is to be implemented. Permission is only given in exceptional cases.
Also during the rest of the time, i.e. outside the Thirty-day Rule, an employee shall always obtain approval for a purchase or sale of shares or other financial instruments in the Company from the CEO. Approval must always be obtained before trading is implemented, which consequently means that it is not possible to obtain approval retrospectively. The intention of this rule is to avoid trading taking place before major price-sensitive information might be communicated to the market, such as, for example, a major order.
6.7. Policy regarding a public offer for acquisition
If preparations are ongoing within the Company to provide to a wider circle a public offer for the acquisition of shares or financial instruments comparable therewith in another listed company, the Company must immediately notify the Certified Adviser when there is a reasonable cause to expect the preparations to lead to a public offer. A logbook must then be kept.
If the Company has been notified that another party is planning to make the Company’s owners a public offer to acquire shares or financial instruments comparable therewith in the Company, and this has not been made public, the Company shall immediately notify the Certified Adviser about there being reasonable cause to assume that the plan will be realised.
For major acquisitions, the provision of information is encompassed by comprehensive rules and regulations.
The Company’s Certified Adviser must be contacted immediately if the Company has become aware that inside information may have leaked to a third party and if disclosure is not possible.
The media strategy during a crisis situation or in the event of negative publicity is always determined by the CEO in consultation with the Chair of the Board of Directors. The Trading Venue and Certified Adviser for the Company should be contacted for advice.
RedEye, Certified Advisor: +46 8 545 013 30
Nasdaq OMX Handelsövervakning: +46 8 405 62 90
Nasdaq OMX Bolagsövervakning: +46 8 405 70 50