for Numbing AB (publ), 559196-1908
Numbing AB (publ) (”Numisbing ”) is a public corporation whose shares are intended to be listed on Nasdaq First North in Stockholm (”The Trading Venue”). Numbing shall thus follow the rules that apply at the Trading Venue, and also other applicable laws and regulations that apply to public incorporated companies in Sweden.
It is in Numisbing’s interest to effectively communicate to the financial market and its stakeholders to maintain a fair market value of the company’s securities.
This information policy aims to ensure good quality when it comes to both internal and external information. Numbing shall deliver rapid, concurrent, correct, relevant, easily available and trustworthy information to the capital market, and strive towards keeping an open dialog with the actors on the market regarding Numbing ‘s historic development and future visions, business development and growth possibilities, all within the framework of applicable exchange rules and laws. The endeavour shall always be to shape the information so that it is easily available to the recipient and in all other respects meets the requirements of the shareholders and the financial markets.
Numbing will not disclose any forecasts regarding future financial development.
Company communiqués shall be in English and Swedish but shall if possible and economically justified also be available in English. The Swedish version shall always prevail.
This information policy covers all external communication, including website, press releases, financial reports, oral information at meetings and conversations with analysts/investors and interviews with the media.
Numisbing shall provide:
• Regular information and quick information in the event
• Want to provide fair information to all investors and private institutions
• Active Investor Relation function
The Company’s external communication tools include, among others:
• press releases
• interim financial reports
• summarized financial statements
• annual reports
• company website
• printed information material
• digital presentation material
• answers to questions over the telephone or via email
• contacts with analysts and personal contacts
Distribution of responsibilities and spokespersons
Communication is an important management tool and thus falls under the responsibility of management and the board. It is therefore the duty of the Managing Director (“MD”) of the parent company Numisbing AB (publ) to manage the Company’s information policy. The MD has the main responsibility for the Company’s communications and relations with the capital market, authorities, politicians and mass media. The preparation of the Company’s financial information has been delegated by the MD to the CFO, who in turn is responsible for ensuring that information is distributed to the financial market and other interested parties (e.g. media, authorities and opinion formers). When needed, the Chairman of the Board shall function as a backup to the MD.
The MD may delegate the coordination and execution of communication activities at the group level to a communication representative. Decisions regarding making insider information public is however always up to the MD.
The MD is Numisbing’s general spokesperson. Any employees who are contacted by analysts, investors or the media about capital markets matters shall immediately refer such persons to the MD. Employees should only ever make general statements about information that is already publicly known.
Ownership queries should be referred to the Chairman of the Board.
A fundamental prerequisite for an independent analysis of Numisbing’s operation and value is that all interested parties are given the opportunity to receive the same information from Numisbing at the same time. According to the rules of the Trading Venue, Numisbing must disclose information in a non-discriminatory manner.
The decision as to what is considered insider information shall be made on a case by case basis, and in case of doubt the MD or the CFO shall contact Numisbing’s Certified Adviser or the Trading Venue’s corporate monitors for advice. During ongoing trading procedures, this means that the publication may not take up more time than is required to be able to prepare and distribute the information. This requires good planning, i.e. that a preliminary press release is drafted before a decision is made. This means that any press release that may be prepared ahead of disclosure always shall be prepared, for example during on-going negotiations or when a decision has been made to postpone disclosure of insider information.
Nasdaq First North Growth Market Rulebook, section 4.1 and Article 17 of the Market Abuse Regulation11 (“MAR”), provides guidance on the management of insider information and what should be regarded as such. It for example mentions that the issuer must as soon as possible make public each decision and each circumstance that may have a significant impact on the issuer’s share value.
If an event occurs that is outside Numisbing’s control, Numisbing shall publish a statement on the event as soon as possible.
In order to achieve optimal distribution fairness when reporting on significant insider information to the market during ongoing trade procedures, Numisbing’s Certified Adviser shall be contacted in advance by the MD or the CFO. According to the Trade Venue rules, any information that may have a not insignificant impact on the valuation of Numisbing’s share must be communicated publicly. For example, disclosure requirements apply in the following situations:
• Large acquisitions or divestments of companies or operations
• Changes in pricing or exchange rates
• Significant order or investment decisions
• Significant discrepancy in the Company’s financial results or situation
• New joint ventures
• Credit or customer losses
• Cooperation contracts or other contracts of major importance
• Research results, development of a new product or important innovations
• Initiation or completion of or decisions in litigation procedures
• Financial difficulties
• Significant authority or court decisions
• Changes in business focus
• Shareholder contracts that are known to the Company and which may influence the use of voting rights or transfer of the Company’s financial instruments
• Market rumours and information leaks
• Market making contracts
• Information about subsidiaries and associated companies
The rules of the Trading Venue also mean that certain regulatory information must be made public, regardless of whether these events are to be regarded as insider information or not. It must be noted, however, that events falling under regulatory disclosure requirements may also qualify as insider information. This applies to:
• Summarized financial statements as soon as the Board has approved the preliminary closing figures
• Interim financial reports
• Notice of shareholders’ meeting
• Communiqués from shareholders’ meeting
• Decisions made during the shareholders’ meeting
• Any changes made to the composition of the Board, significant changes to the corporate management or any departure, termination or change of auditor
• Change of Certified Adviser or termination of contract with liquidity guarantor
• Transactions between the Company and related parties that do not fall under the Company’s ordinary business
• The issuance of shares or share-related instruments
• A decision to introduce a share-based incentive programme
• Trade at other trading venue
• Qualified audit reports immediately following submission to the Company if such reports are unclean or do not include the standard content.
All other matters of not insignificant importance will be decided on by Numisbing’s management on a case by case basis. Numisbing’s Certified Adviser should be contacted whenever there is doubt as to whether something should be made public or not.
The Company may postpone making insider information public provided that:
• Immediate publication likely would lead to Numisbing’s legitimate interests being damaged;
• The postponement of the publication isn’t likely to mislead the public, and
• Numisbing can ensure that the information will remain confidential.
A decision to postpone the publication of insider information shall be put down in writing and list the reasons for why all three points above have been satisfied. The decision shall be made by the Company’s executive management, primarily by the MD and the CFO. If the conditions for a postponement decision change, a new assessment must immediately be made as to whether the conditions for postponement still apply. The new decision shall also be documented.
The Company’s Certified Adviser shall be informed whenever the Company decides to postpone publication of insider information.
Whenever Numisbing has postponed publication of insider information which is then published, the Trade Venue, or Financial Supervisory Authority must be immediately informed. In addition, Numisbing shall, upon request by the Financial Supervisory Authority, submit an explanation in writing regarding the fulfilment of the conditions for postponed publication. The Trade Venue, or Financial Supervisory Authority shall be informed at the same time as the publication of a press release regarding the information that has been the object of the postponement of publication.
Ordinarily, postponement of publication of insider information should coincide with the opening of an insider list (log book).
Prior information to the Certified Adviser and the Trade Venue
Certain situations may require that Numisbing inform the Trade Venue and the Company Certified Adviser prior to an official announcement or future event. For example, but not limited to:
• A recommendation from Numisbing’s auditor regarding situations that can be of importance to the valuation of Numisbing’s shares
• Preparations prior to public offer to acquire shares in another listed company
• Information regarding another company’s plans for a public offer to acquire shares in Numisbing
• Unexpected changes in Numisbing’s financial standing or development
• New scheduled issuances, split, name change or similar events
Obligations to contact the Certified Adviser and/or the Trade Venue
In accordance with section 4.7 in Nasdaq First North Growth Market Rulebook, Numisbing shall always contact its Certified Adviser or the Trade Venue in certain situations. Such situations include:
• Criticism has been aimed at the Board or MD by Numisbing’s auditor
• Circumstances that may disrupt the ongoing trade with Numisbing’s shares
• Circumstances that may cause a postponement of publication of insider information
• If Numisbing intends to publish particularly important information
• If Numisbing intends to apply to de-list a listed instrument
Insider information should be disclosed to as small a group as possible. Leakage of insider information may both seriously damage Numisbing’s business and result in illegal trading in Numisbing shares.
Numisbing shall for this reason maintain a list of persons who have access to insider information, a so-called insider list, in accordance with the regulations specified in Article 18 in the Swedish Market Abuse Directive (MAR). The purpose of these regulations is partly to facilitate investigations regarding illegal insider trading, partly to make it more difficult for persons with insider information to utilise such information for their own or somebody else’s profit.
The insider list also constitutes a tool that gives Numisbing control over which persons possess specific insider information.
Numisbing’s insider list shall:
• List all the people that at any point have access to insider information. This applies to Numisbing’s employees as well as persons who in other ways perform tasks on behalf of Numisbing;
• Be divided into sections based on each individual insider event;
• Be updated as soon as circumstances change;
• Be documented digitally;
• Be kept in storage for a period of at least five years from the date when it was established or updated; and
• Fulfil the format requirements according to the European Commission’s implementation order (EU 347/2016).
Permanent insider list
In order to avoid having more than one record per person throughout the insider list, Numisbing shall establish and update a supplementary section called “Persons with permanent access to insider information”. This section shall only include persons that always have access to all insider information at Numisbing. An event-based insider list (log) shall however always be established as soon as there is insider information that has not been published. The permanent insider list shall then be attached to the event-based insider list.
Persons in leading positions
Numisbing shall also maintain a list of all persons in leading positions (PILS) and their related physical and legal persons. A person in a leading position is defined as
a) a person at the issuers who is a member of the issuer’s administrative, executive or governing entity, or
b) other person in upper management with regular access to insider information and authorisation to make management decisions.
PILS and their related persons shall report all changes in share ownership as it pertains to Numisbing without delay and no later than three (3) business days after the transaction date to Numisbing and the Financial Supervisory Authority. This shall be done electronically via the Financial Supervisory Authority’s website.
Such a report must be submitted when the total amount of the transactions performed during a calendar year exceeds EUR 5,000. Divestments and acquisitions shall not be netted.
PILS are subject to trading prohibition for a period of thirty (30) days prior to the publication of interim financial statements or notes on annual accounts.
Numisbing shall institute all reasonable measures to ensure that all persons included in the insider lists or in the list of persons in leading positions are notified in writing about the legal requirements specified under MAR articles 18 and 19, and of the sanctions applicable to any illegal publication of insider information. Numisbing shall also ensure that these persons confirm their obligations in writing.
Persons in leading positions shall in turn inform related parties in writing about their duties according to MAR article 19.
As a general rule, all Company events that are of not insignificant importance to the valuation of the Company shares must be immediately published, at the same time, to all target groups. The Board is responsible for making sure that this information policy is fulfilled. The Board delegates to the MD and the CFO to handle practical issues in order to fulfil the requirements of the Swedish Market Abuse Directive.
The CFO is responsible for ensuring that insider information in the form of press releases, interim financial reports and annual accounts are made public without delay in a non- discriminatory way. Distribution is made via an established digital news distributor (Cision) which ensures that the Trading Venue, media and the general public can partake of the published information at the same time and without delay.
All such information shall be published concurrently on Numisbing’s website under the heading ”Pressmeddelanden” (“Press releases”).
All Numisbing’s press releases shall be published with a clear headline which adequately reflects the contents of the actual message. Furthermore, all press releases shall include the name of Numisbing’s Certified Adviser, as well as the contact information of the responsible issuer. Press releases including insider information and/or information published according to the regulations in the Swedish Market Abuse Directive shall be labelled as such.
Press releases that pertain to the capital market shall be written in both Swedish and English, while clearly indicating that the Swedish version shall prevail. All press releases, regardless of content, shall be approved by the MD before being sent out. The responsibility for producing and publishing the Company’s press releases shall always rest with the Company’s executive leadership.
Additionally, the following applies:
• Important business contracts or another insider information received by Numisbing shall be published in press releases.
• The CFO is responsible for collecting and distributing press releases, interim financial reports, annual accounts and annual financial statements.
• Interim financial reports and communiques about annual accounts shall also be published in press releases.
• Notices of shareholders’ meetings shall be published in press releases.
• Numisbing shall as soon as possible following the shareholders’ meeting publish a statement on important decisions made during the meeting.
Interim financial reports
Interim financial reports and notes on annual accounts shall be prepared by the CFO, produced by the MD and approved by Numisbing’s Board of Directors prior to being communicated according to Numisbing’s financial calendar, updated on an ongoing basis. Accounting procedures adhere to the K3 standard. Interim financial reports and notes on annual accounts shall be published in Swedish and English and in accordance with Nasdaq First North’s regulations. The English version shall clearly state that the Swedish version prevails.
The CFO is ultimately responsible for the preparation of the annual financial statement, the annual report and other financial information. The MD is responsible for the business section. The annual financial statement must then be approved by Numisbing’s Board of Directors. The statement shall be published in its entirety only in English and made public on Numisbing’s website. Printed copies of the annual financial statement shall be distributed to those shareholders who have expressed an interest in receiving such information.
According to Nasdaq First North’s regulations, press releases and reports shall be uploaded to the Company web site as soon as possible following publication. All information given to the stock market shall be made available on the website for a period of at least five (5) years.
All press releases pertaining to the capital market shall be uploaded to the Numisbing website, www.numisbing.se, regardless of whether they are subject to disclosure requirements or not.
The CFO is responsible for ensuring that press releases, interim financial reports, notes on annual accounts, annual financial statements and articles of incorporation are uploaded to the website. Additionally, the website shall always contain up to date information on shareholders’ meetings, the nominations committee, Numisbing’s primary owners and relevant contact information.
Capital market meetups, analyst and investor meetings
Any capital markets meetups for analysts, investors and media shall be organized by the Chairman of the Board. Additionally, analyst and investor meetings shall also be organized in connection with the publication of interim financial reports as well as upon request by the market. The Chairman of the Board shall ordinarily participate in these meetings. No meetings shall be arranged during the so-called “silent period”, see below.
The information given out at meetings with capital market actors shall be based on published financial reports as well as general information about Numisbing’s and the industry’s development. Presented material may not contain new information which might affect the valuation of Numisbing.
If, by mistake, any insider information is divulged in connection with a meeting with capital market actors, for example during a response to an unexpected question, a press release must immediately be published.
Annual general meeting and extraordinary general meetings
The annual general meeting (“AGM”) and any extraordinary general meetings (“EGM”) represent Numisbing’s highest decision-making entity, where the owners together decide on important issues for the Company. The date of the shareholders meeting shall be sent out well in advance. With regards to the AGM, this means no later than in connection with the publication of the Q3 report; for any EGM this means preferably six but no later than four weeks prior to the meeting. The complete notices of shareholders meetings, both extra and annual, shall be made public in a press release.
The CFO is responsible for the distribution of notices of AGM and EGM according to the above, as well as for all additional planning and execution pertaining to shareholders meetings.
Information for employees
In-between interim financial reports, information given to employees about the financial situation may only pertain to smaller units. Information about Numisbing’s aggregated results shall be given to all employees in connection with the publication of the interim financial report. Employees with access to unpublished information relevant to the capital market shall be regularly reminded of the importance of keeping this information contained in accordance with applicable laws for persons with disclosure obligations. New recruits shall immediately be given access to this information policy and be informed about the importance of confidentiality.
Numisbing does not arrange any meetings with media, investors or analysts or other capital market actors between the end of the financial quarter and the publication of the corresponding interim financial report.
During the silent period no comments are given about Numisbing’s financial situation, and only general queries are addressed.
Policy regarding selective information
The regulations of the Trade Venue has a general prohibition against selective information: ”Information that is not intended to have a significant impact on the valuation of the Company shares should always be disclosed publicly unless an extraordinary situation arises”.
Exceptions could be made for unpublished information which may influence Company shares to be given to outsiders (so-called ”selective information”) without at the same time being published, such as for instance:
• Information for major or potential shareholders during the sounding phase of a scheduled issue of new shares;
• Information for advisers hired by Numisbing to carry out, among other things, prospective work prior to scheduled issuances or other major deals;
• Information for prospective bidder or target company in connection with buyout negotiations;
• Information requested by a so-called rating institution prior to a credit review; or
• Information about investment plans and expected profitability development prior to
major credit decisions.
Exceptions shall only be granted on rare occasions and only to those who make a continuous assessment of whether the requested information is necessary for the purpose. The disclosure of selective information shall be handled in the same way as postponed publications and is thus subject to the rules specified under section 5 (Disclosure requirements) above. Any information given selectively should ordinarily be made public at a later stage in order to terminate the insider position taken up by the person who received the information in the first place.
Numisbing shall make clear to the recipient of the information that the information is confidential and that the recipient by receiving such information becomes an” insider”, thus being forbidden by law to use it for their own or other person’s personal gain. Numisbing shall also keep meticulous notes about who has been given access to the selective information, when such information was disclosed and for what purpose in an event based log book.
Information leakage and rumours
The MD is responsible for monitoring information leaks and events that may lead to information leaks as well as any statements made about Numisbing in the press and on the internet. Numisbing generally doesn’t comment on rumours or speculations about the company.
If Numisbing becomes aware that insider information may have been leaked to outsiders and finds itself unable to make a public statement on the matter, the Issuer’s surveillance department and Numisbing’s Certified Adviser must be contacted immediately. If the circumstances upon which the leaked information rests can be made public, this shall be done as soon as possible.
A ”leakage message” ought to have been prepared in order to enable the quick handling of any situation requiring an immediate response. The Company’s general policy shall be to never comment on rumours or information of a similar nature.
Numisbing does not ordinarily give out earnings forecasts. If Numisbing should find that the forecasts made by the market are unrealistic, the Company shall endeavour to ensure that the market has not misunderstood the information contained in the disclosed interim financial reports etc. In more serious cases, the Company should publish a correction in the form of a press release. In less serious cases, the correction can be included in the following report.
When an important corporate event is imminent, or if such can be assumed to take place in the immediate future, a press release, document or other statement should be drawn up in order to enable quick publication.
In the event of a crisis or when facing negative publicity, Numisbing’s Board of Directors takes on the role of crisis management group, with the Chairman of the Board calling the meetings. In any such case, the Board shall, together with any other interested parties, handle the publication of information. In all such cases, the Board should contact the Trade Venue and Numisbing’s Certified Adviser for advice.
This information policy was approved by Numisbing’s Board of Directors on 18 September 2019, after which it was published on www.numisbing.se. The policy shall in the future be revised as needed, however at least once annually. Personnel in management positions mentioned in this information policy Ramkumar Sarangapani, Chairman of the Board, Lars Wolf, Managing Director.