Nederman Communications Policy - purpose and scope

The Communications Policy shall be drawn up by the Board of Directors to provide guidelines for Nederman’s communications so that they will comply with formal regulations and provide a correct and confidence-building picture of the company. The Communications Policy shall take into account the requirements of a number of regulations including listing agreements, insider trading regulations as well as ethical codes and standards. The policy shall be drawn up and approved by the Board. The Communications Policy includes all external and internal communications with regard to: Goals and principles for the communications How and what information shall be made public Assignment of responsibilities General guidelines for communications directed at different target groups The Communications Policy does not include guidelines for market communication (advertising) and creating the company image. The Communications Policy must be followed by all employees who have access to information that can influence the price of the company’s shares. Goals and principles Nederman’s communications shall aim at creating and maintaining confidence in the company as a serious and responsible listed company, and creating an understanding for our business operations. Communications shall: Support the company’s business concept and strategies Encourage employees to become involved and take an interest in the development of the company as well as facilitate the recruitment of new employees Facilitate procurement of capital by providing a correct picture of the company to capital market institutions for a proper evaluation of the shares Nederman’s communications shall be characterized by: Accessibility Communications shall be dealt with promptly and reach recipients simultaneously via appointed personnel who are responsible for the information in question. Objectivity Communications shall be correct, explicit and relevant for each target group Openness Communications shall be open and inspire confidence. Information that can influence the share price and other information The listing agreement with the Stockholm Stock Exchange means that the company must immediately make public any information that can influence the share price. Such information includes decisions and events that can influence how the company is perceived or the evaluation of the company’s shares. The company is not obliged to release any information that does not influence the price of the shares. However, it is very important that this type of information is dealt with in a correct manner. Publishing information Information shall be distributed via press releases: Immediately in connection with an event or a decision that requires publication. To at least two established news agencies and at least three national newspapers. Simultaneously, the information shall be sent to the Stockholm Stock Exchange and be made available, as soon as possible, on the Nederman website. Via fax or other electronic media approved of by the Stockholm Stock Exchange. Secrecy Information about clients and suppliers Details about individual clients and suppliers shall be limited to the employees who require the information for their work. Telephone When someone outside the company seeks contact with a member of senior management who is not available, then the member’s whereabouts or activities must not be divulged. This is to minimize the risk of speculations concerning possible imminent events based on the knowledge of where the person is or what type of meeting he or she is participating in. Visiting Nederman When visitors are on Nederman premises, it is important that no confidential documents or financial reports are left open to view. Draughts for press releases and financial reports must always be kept in locked rooms. Logbook The listing agreement prescribes that, from 1 July 2005, all listed companies must keep a logbook of all natural persons who, through their employment in the company or via assignments for the company, have access to inside information about the company. (This logbook must not be confused with the insider trading list required by the Swedish Financial Supervisory Authority. This list must contain names of persons who by their employment at Nederman are normally regarded as having access to insider information.) On the other hand, the logbook must contain a list of the persons who have knowledge of specific events/situations that are of such importance to the company that the information could significantly influence the price of the shares. Entries must be made in the logbook on each and every occasion that can be regarded as constituting insider information, which means that a number of logbooks can be kept simultaneously. Logbook records must be preserved for at least five years after the entries were made. When entries are updated the latest update will be regarded as the valid record. Nederman shall immediately notify persons who are registered in a logbook about the consequences and that trading in Nederman shares is forbidden. The logbook shall contain details about: Why the person is registered on the list The date and time when each person was informed about their registration Assignment of responsibilities The managing director is ultimately responsible for all Nederman communications. The responsibility for the operative communication work is delegated to the CFO who organizes and coordinates the daily flows of external and internal information and formulates the contents of the information. Summary: The MD and the CFO have both the right and the obligation to make statements in all general questions. Business area managers and heads of subsidiaries can make statements regarding questions that concern their own spheres of responsibility but not about facts and circumstances that can influence the price of the company’s shares. In general, employees can make statements about their own spheres of responsibility to create openness. The CFO, however, shall always be consulted before this is done. Other employees are not obliged to speak to the media and should not make statements other than in general terms and then only about facts and circumstances that are already known internally and externally. Consequently, it is inappropriate to comment on production and order situations or similar. Important basic rules for Nederman communications General enquiries about the company’s business should be directed to the CFO who is responsible for redirecting the enquiry, if necessary, to the person responsible for the subject in question. Enquiries regarding economical and financial status are to be directed to the CFO. The company will react to leaks of information and rumours only of these can seriously damage the company. Otherwise, the answer will be, “We do not comment on rumours”. All information (for example, press releases and website information) for general release shall be coordinated by the CFO. Internal coordination of important information The managing director is ultimately responsible for all Nederman communications. Parts of this responsibility have been delegated to the CFO, who is also responsible for coordinating communications. So that the CFO can continually exercise his responsibility for ensuring that Nederman communications maintain high quality and fulfil the requirements of this communications policy, the CFO must be informed continually and without delay of important events in the company. The CFO shall, without any delay, be made aware of the following: Individual orders and contracts with a value considerably higher than normal Orders and contracts with new customers that can be regarded as prestigious (well-known or with considerable potential for Nederman) Orders and contracts that mean breakthroughs in new areas of technology New dealerships with high turnover potential Lost dealerships that generated high turnovers Occupational injuries and environmental accidents Union conflicts Legal disputes and demands Decisions/actions by public authorities Conflicts with or serious complaints from customers Nederman employees who are contacted by journalists or analysts shall report this to the CFO. The CFO must be immediately informed if the journalists or analysts appear to have information about something that has not been made public and can be presumed to be harmful to the company or influence the share price. Every subsidiary shall appoint a person who is responsible for efficient exchange of information between the subsidiary and the CFO. External information Investor relations Purpose To continually keep the capital market informed about Nederman’s business operations and future prospects so that the price of the shares reflects the value of the company and its long-term earning power. IR activities shall aim at creating interest in the company and its shares –extremely important for raising capital on the venture capital and loan markets. Target groups Shareholders, investors, stockbrokers, financial analysts and financial journalists Principles Financial information from Nederman shall at least meet the minimum requirements stipulated for companies listed on the Stockholm Stock Exchange. Information that can influence the assessment of the company shall be made available simultaneously and in a similar way to all market players. IR work at Nederman shall be carried out quickly and correctly, and maintain a high quality, in order to ensure that the company’s performance meets market expectations. This will reduce the risk of the spreading of rumours. Responsibility The managing director is ultimately responsible for investor relations. The operative management of IR issues has been delegated to the CFO. Media relations Purpose To create awareness of Nederman and its business operations so that the mass media can convey an objective and correct picture of the company. It is extremely important that accounts of Nederman in the media are given in such a way that customers, suppliers, employees and others acquire confidence in the company and its business operations. Target groups Swedish financial journalists connected to the press, radio and TV as well as relevant trade journals in Sweden and abroad. Principles How Nederman is perceived is, to a great extent, determined by mass media. It is important that the previously mentioned basic demands concerning information also permeate Nederman’s relations with the mass media. The company shall have a carefully thought-out strategy so that long-term relations can be built up with journalists. Responsibility The managing director is ultimately responsible for mass media relations. For assignment of responsibility, see main heading, “Assignment of responsibilities”. Internal information Purpose To help all employees become involved in the company’s development and to increase their knowledge about the it with the help of open and explanatory information, so that their involvement, loyalty and responsibility towards the company is strengthened. Principles Employees at Nederman and its subsidiaries have the right to information, both about daily operations and the company’s business in general. The information shall be similar to and provided simultaneously with that sent to external recipients, especially when the information concerns the employee’s workplace. The information shall be available via Tellus, the Nederman Intranet. Responsibility The managing director is ultimately responsible for internal information. Each subsidiary shall aim at establishing a culture that encourages individual employees to look for and take in information themselves. Heads of subsidiaries shall ensure that all necessary information is easily available. Updating and spreading the communication policy The Nederman Board will establish the company’s Communications Policy. The managing director is responsible for ensuring that the Nederman Communication Policy is observed and that it: Complies with current regulations Complies with the company’s business orientation Is reviewed, developed and updated Is implemented via different information and IR activities Is spread to the Board and those employees who have continual access to information that could influence the price of the company’s shares.