Information policy
Adopted by Nolato's Board of Directors
on October 26, 2004
1. Background
This information policy regulates the Nolato Group?s dissemination of information, taking into account, among other considerations, the requirements of the Stockholm Stock Exchange. The information policy is a compulsory set of rules that shall be followed by everyone in the Nolato Group. Hence, Nolato below refers to Nolato AB as well as to the subsidiaries included in the Group.
2. Main principles
Nolato's dissemination of information shall be characterized by open, clear and straightforward communication with all parties involved or interested. The objective is to promote Nolato?s operations through smoothly-functioning communication.
In the external dissemination of information, Nolato shall:
- Provide information of material importance at the right time and in a correct manner
- Ensure the reliability of the information by maintaining special communication channels and procedures
- Meet the requirements set by all laws, regulations or listing agreements and observe the stock market regulations in effect and generally accepted practice
- Give equal treatment to all participants in the stock market and all interested parties
3. Application
The information policy applies to all Nolato employees and Board members, as well as anyone else who is in some way connected to Nolato. It covers all external communication, including the website, press releases, Nolato Magazine and financial reports as well as information conveyed verbally in meetings/conversations with analysts and investors, interviews with the media etc.
4. Responsibilities and rights
The people responsible for the dissemination of information from Nolato are the CEO and CFO. They are responsible for ensuring that Nolato meets its information obligations in accordance with prevailing laws, regulations and stock exchange rules and otherwise follows generally accepted practice in the stock market. Nolato has a long-term contract with an external consultant, who is highly knowledgeable about the Group's operations and procedures, for advice, monitoring and practical handling of the Group's external communication channels.
Nolato is an open company that respects the constitutional right of freedom of expression under which all individuals are entitled to express an opinion on matters of personal concern. However, in matters concerning Nolato's business conditions and operations, only the relevant management is entitled to express an opinion on behalf of Nolato. All questions about Nolato's conditions and operations are thus to be referred to local management or Group Management.
Any external information concerning conditions at Nolato, which is intended to affect share price, shall normally be communicated by the CFO or CEO. Thus, questions from analysts, the national media etc. shall first be forwarded to them.
The right of subsidiaries to disseminate information externally about their own operations is regulated in item 9 below.
5. Public disclosure of information
The overarching principal rule of Nolato's Listing Agreement with the Stockholm Stock Ex-change provides that all agreements, events and decisions of material importance are to be made public immediately. This means that information intended to affect the value of the Company's shares or change the picture of the Company created by previous information shall be made public immediately.
Examples of such information are:
- Major acquisitions or sales of companies or operations
- Major orders or investment decisions
- Unexpected changes in earnings
- Cooperation agreements or other agreements of major importance
- Major credit or customer losses
- Important decisions by government agencies or the courts
- A change in the focus of operations
- Year-end reports
- Interim reports
- Share issue decisions
- Decisions at the Annual Meeting
- Forecast adjustments (if forecasts have been made public)
- Changes to the Board of Directors and a change of CEOs
5.1 How is information to be made public?
Information considered to be of material importance as described above is to be made public through wide and simultaneous dissemination in accordance with the provisions of the Listing Agreement. Dissemination should be carried out via an established information distributor, who can satisfactorily meet the demands for wide, simultaneous dissemination to the stock market, financial market participants and the media.
5.2 When should information be made public?
Information of material importance is to be made public at the same time a decision has been made, an election has been carried out or an event has become known to Nolato.
For events beyond the Company's control, information shall be distributed as soon as possible after the event has been assessed. Such information shall also include the expected impact of the event on Nolato.
5.3 Exemptions from information dissemination
If the Board of Directors or CEO believes that the publication of certain information could harm the Company, the Stock Exchange's Information Surveillance unit is to be contacted for permission to be exempted from making the information public.
5.4 Exceptions to wide and simultaneous information dissemination
On very special occasions, Nolato may need to submit information selectively, without making it public simultaneously. This may, for instance, involve
- information to major or intended shareholders prior to a planned new share issue
- information to creditors prior to important credit decisions
- information to advisors prior to a planned share issue or major deal
- other information that is essential to the Company's operations and development
In the event of such selective information dissemination, Nolato's management shall keep accurate notes (a log book) on who should have access to what and at what point in time. In certain sensitive cases, it may also be advisable to draw up a non-disclosure agreement between the parties.
5.5 Information via Nolato's website
All information of material importance shall be published immediately on Nolato's website, www.nolato.se, in conjunction with its dissemination via external channels. Prior to publication, measures shall be taken to ensure that the information has been made public pursuant to paragraph 1 in 5.1 above.
General information material, such as that used to present the Company's financial reports to financial analysts and others, shall also be made available on Nolato?s website.
Published financial information from Nolato for at least the three most recent years shall also be made available to visitors on the website.
All information made public pursuant to 5.1 above shall also be made available in English at www.nolato.com. The English version shall be published as a rule at the same time as the Swedish version. If this is not possible for practical reasons, publication in English shall take place as soon as possible.
Visitors shall also be able to subscribe to financial reports, press releases etc. in both Swedish and English on the website.
6 Contacts with analysts, the media etc.
Nolato's Group Management shall work on a continuous basis to develop and improve financial information about Nolato, to give both current and future shareholders a good opportunity to value the Company as accurately as possible. This includes active participation in meetings with analysts, investors and the media.
However, on such occasions, information may not be disclosed for the first time. If it is considered essential to bring up new information of material importance on such occasion, identical information shall be disseminated via Nolato?s regular information channels.
If information affecting share price is disclosed by mistake on such occasion, the same information shall be disseminated immediately pursuant to 5.1 above.
Information may never be disclosed selectively prior to the announcement of news. This applies even if the recipient of such information promises not to publish it before Nolato makes it public.
In order to avoid any appearance of having accepted or approved the forecasts and outlooks given in analyst reports or newspaper analyses, Nolato shall neither furnish nor publish such items on its website.
7. Action taken in the event of rumors or information leaks
Nolato's guiding principle shall be to not comment on speculations or rumors in the market. If there were to be an information leak, it would no longer be possible to maintain this principle. It is, however, difficult to distinguish between a rumor and an information leak. Therefore, any action taken shall be preceded by Group Management's careful consideration.
Whenever there are lengthy confidential preparations for major activities of great importance to Nolato, which are intended to affect share price, there shall be a contingency information plan in place for any potential information leak.
8.1 Production of press releases
The Listing Agreement requires that information of material importance be made public immediately and have wide, simultaneous dissemination. This requires planning in advance from Nolato and, as a principal rule, press releases shall be prepared so that they can be published immediately after a decision is made or an event occurs.
The CFO is responsible for ensuring that press releases at the Group level, which contain information that is intended to affect share price, are correct. Every press release indicates who Nolato's contact is with respect to the information made public. This contact/these contacts shall be available by telephone when the press release is published.
See also 9 below. Information not applying Group-wide
8.2 Production of interim reports, year-end report and annual report
Nolato shall prepare interim reports, a year-end report and an annual report in accordance with all laws, regulations and stock exchange rules and which conform to generally accepted practice in the stock market and generally accepted accounting principles.
The CFO assumes responsibility for producing the interim reports, year-end reports and annual report and is also responsible for ensuring that they meet the requirements in the Listing Agreement with respect to content and format.
Interim reports and the year-end report are distributed to the stock market and published on Nolato's website immediately after being adopted by the Board. The annual report is published on Nolato's website once it has been prepared and is then sent in printed form to those shareholders requesting a copy.
As it is not possible to distribute the annual report in printed form to all participants in the stock market simultaneously, it may not contain new information of material importance. If it is determined that such information should nonetheless be included in the annual report, the information shall be made public pursuant to 5.1 above prior to distribution of the annual report. Accordingly, such information is, by definition, no longer new.
8.3 Annual Meeting
The Annual Meeting shall be planned and conducted in such a way that meets all legal requirements, stock market requirements and Listing Agreement provisions. No new information of material importance may be disclosed at the Annual Meeting. If such information should be disclosed by mistake, identical information shall be disseminated immediately via Nolato's regular information channels pursuant to 5.1 above.
9. Information about subsidiaries not applying Group-wide
In accordance with Nolato's decentralized culture, the Group's subsidiaries are entitled to disseminate information about their own operations via press releases, Nolato's website, interviews with local media or via other local channels. Such information shall concern that subsidiary alone and may not be of such nature that it is intended to affect Nolato's share price pursuant to item 5 above.
In such cases, the person responsible for information dissemination is the subsidiary's president. The Group's corporate communications coordinator shall always be contacted for advice about format, content and choice of communication channel prior to any activity arising from the subsidiary's initiative.
