Italeaf’s policy for communications and information is designed to ensure that the Company maintains a good quality in these respects. The policy affects all employees of Italeaf and indicates briefly the following; Italeaf’s disclosures must be accurate, fast and clear. It must be easy to find and obtain information for both employees internally, external stakeholders and other interested parties. Qualitative information, which may never be ambiguous or misleading, is an important guiding principle. Incorrect information may never be released. Difficulties and problems should be properly illuminated, while the steps taken to resolve it should be addressed. It is important that the person acting as information officer is available upon request. The communication of the Company will be in English and Italian.
Roles and responsibilities
The CEO has overall responsibility for providing information. The CEO delegates the task of disseminating information to the respective functional manager and he is ultimately responsible for the information relating to the trading in the Company’s issued financial instruments. Only the CEO and the Board is allowed to rule on corporate issues and financial issues. Press releases and similar shall be approved by the CEO. Investor Relations (information to the stock market, financial analysts and others) are dealt with by the CFO. In case the CFO cannot be reached, the Head of External Relations and Development is the primary contact person for all questions, he will act as spokesperson.
Financial and strategic information
Financial and strategic information is often price-sensitive and must always be passed on by a number of sources at the same time to a certain number of recipients, which is also regulated by the Certified Adviser agreement that exists between the Company and Mangold. Interim reports, financial statements and annual reports shall be presented and published in accordance with current regulations. Overall responsibility for the financial information is held by the CEO. Analyst reports are commented upon only by the CEO in order to correct factual errors. Financial reports must be available both in printed form and on the Company’s website.
Information leaks and rumours
Information leaks are prevented by making the information recipient aware of that the information submitted is confidential. Logbook shall be kept of those who take part of the confidential information in connection with significant business events. The CEO is responsible for the logbook. Italeaf’s policy is to not comment on rumours.
Ahead of the publication of quarterly reports and annual report a quiet period of 30 days will be held. During this quiet period no personal meetings with investors or analysts will be held and no comments will be made about the financial position of the Company. Should it happen that the Company take decisions or important occurrences would happen the Company, this should be communicated immediately.
In the case of a crisis or negative publicity it is always the CEO that determines the media strategy. NASDAQ and the Certified Adviser of the Company should be contacted for counselling.
Information that could be considered price sensitive information
The following information could be considered price sensitive information and should always be made public as soon as possible. The following list is not conclusive.
– Acquisition or divestment of companies or businesses
– Large orders or investment decisions
– Unexpected changes in the financial result or position
– New issuance of shares
– Important agreements
– Large losses of customers or default payments
– Authorities and court decisions
– Change in the business focus
– Transactions with related parties
– Acquisition of or transfer of securities
– Information ahead of decision of Board of Directors
– Repurchase of Shares
– Patent questions
– Adjustments in forecasts
Advance information to NASDAQ First North
Some situations require the Company to inform NASDAQ and the Certified Adviser of the Company ahead of an official statement. For example, but not limited to:
– Admonition from the auditor regarding situations that can have significance for the valuation of the Company’s Share
– Preparations to leave a public offer to acquire shares in another listed company
– Information that another company is planning a public offer to acquire Shares in the Company
– Adjustments in forecasts or other unexpected changes in the financial result or position
– Delayed press releases
The press releases will be published in English and Italian on the Company’s website and via the distributors Thomson InPublic, Euro ERN Sweden and Europe and Biz Media Financial Circuit, in case of particular events. The press releases will be compiled by the head of External Relations and Development and the CIO, and the head of External Relations and Development is responsible for the press releases. Contact will be as earlier described under “Roles and responsibilities”.
The Company’s website
The CEO is responsible for the Company’s website. The website should be updated with required information according to NASDAQ. On the website should also be published press releases, financial reports, information from the shareholders’ meeting, the By-laws, insider transactions and ownership and contact information. The CEO is responsible for the website and that it contain up-to-date and correct information. The website is www.italeaf.com.
The Certified Adviser
The Certified Adviser of the Company should help the Company to follow the rules and regulation of being listed on NASDAQ First North. The Certified Adviser of the Company will counsel the Company in questions regarding the rules and regulations, other requirements, website, press releases, contact with NASDAQ and more.
The subsidiaries of the Company are responsible for the information towards customers, the market and public as long as the information is not regarded as price sensitive for the Company.