OEM INTERNATIONAL AB shall comply with the disclosure rules set out in Nasdaq Stockholm's Rulebook for Issuers of Shares (the "Nasdaq Rulebook"), the Swedish Code of Corporate Governance (the "Code"), the EU Market Abuse Regulation ((EU) 596/2014) ("MAR") and the laws, ordinances, regulations and rules in general that apply to Swedish limited liability companies whose shares are admitted to trading on a regulated market in Sweden. The "Nasdaq Rulebook" hereinafter refers to Nasdaq's Rulebook in accordance with the latest version published on Nasdaq Stockholm AB's website. The "Group" hereinafter refers to the Group of which OEM INTERNATIONAL AB is the Parent Company.
OEM INTERNATIONAL AB shall maintain good contacts with politicians, opinion leaders and decision-makers in organizations and authorities, shareholders and analysts, the media and other non-governmental organizations representing the public interest.
OEM INTERNATIONAL AB shall disseminate public information internally and externally so that knowledge of the company and its operations as well as confidence in the Group is
maintained. Media representatives should perceive us as accessible, credible, service-oriented and professional. OEM INTERNATIONAL AB shall regard the media as a partner. Cooperation with the media is based on respect for the professional role of journalists and consideration must be given to the journalist's situation.
The information shall be correct, relevant and well-formulated, adapted to the relevant target group and shall take place without delay. The information must be presented in a clear and consistent manner. The information must not be ethically contentious.
The information policy is adopted annually by the Board of Directors. The CEO is responsible for the policy.
All employees have an important role in information management. The Company's work with public information is divided into external nd internal information.
The Company's channels and tools for the Group's information management:
The CEO is ultimately responsible for OEM INTERNATIONAL AB's communication with the market, society and the media.
Only the CEO and the Chairman of the Board or a person appointed by the CEO have the authority to comment on all matters relating to the Company externally and internally. The CFO is responsible for all financial reports, subject to approval by the CEO and the Board of Directors. The CFO also answers external questions of a financial nature.
The CEO is the official spokesperson and IR contact for OEM INTERNATIONAL AB. When the CEO cannot be reached, the Chairman of the Board of OEM INTERNATIONAL AB or a person appointed by the CEO takes over as spokesperson. Only the CEO, the Chairman of the Board and the CFO communicate with the financial market and the media on behalf of the Group.
Other employees and executives within the Group who are contacted by investors, shareholders, analysts or the media shall, with the exception mentioned below, always, without further comment, refer any questions directly to the CEO, who will forward them to the relevant spokesperson.
Employees are allowed to speak to the media regarding work-related topics within their respective positions. Each employee must be aware that he or she represents the company and that the information provided must be accurate and in accordance with the spirit of this information policy.
Disclosure
Media relations
Any media inquiries should be referred to the respective responsible persons shown above. In this case, the person concerned shall be given advance notice, if possible.
OEM INTERNATIONAL AB shall publish information about decisions or other events and circumstances that constitute inside information as soon as possible. The information must be accurate, relevant and clear, and must not be misleading.
The information shall be published without delay and in a manner that enables the information to be disseminated as well as possible to the public and the media through an information distributor approved by the Swedish Financial Supervisory Authority.
Inside information
Nasdaq's rules specify the situations and the manner in which information is to be disclosed. Inside information in OEM INTERNATIONAL AB's operations may be the following (in each case, provided that it is of major importance):
Even an intermediate step in an ongoing process may constitute inside information if the information itself meets the other criteria for inside information. Thus, where inside information relates to a process that takes place in stages, each stage of the process as well as the process as a whole may constitute inside information. Such information may be related to the state of contract negotiations, for example.
Recurring information
Other information
Delayed public disclosure
The Company may, at its own risk, delay the public disclosure of inside information provided that the following conditions are met:
a) immediate disclosure would be likely to prejudice the Company's legitimate interests;
b) the delayed disclosure would not be likely to mislead the public; and
c) the Company is able to ensure that the information remains confidential.
The Company may, on its own responsibility, decide whether these conditions are met. The requirements are that there is a decision on the delay, that a record, or log, is kept and that a responsible person is appointed. The following information shall be documented in the log book:
If the Company has not had good reason to delay the disclosure, it may result in sanctions from both the trading venue and the Swedish Financial Supervisory Authority.
When the Company discloses information that has previously been delayed, the Company shall inform the Swedish Financial Supervisory Authority of the delay. At the request of the Swedish Financial Supervisory Authority, the Company shall also provide a written explanation of how the above conditions have been met.
Information on how the Company should inform the Swedish Financial Supervisory Authority about the delayed disclosure is available on the Swedish Financial Supervisory Authority's website.
Nasdaq's rules also specify situations in which the Company is obliged to inform the stock exchange prior to disclosure. In such a case, a log must be kept, see 5.2. For example, this applies to:
Persons who have access to inside information prior to disclosure are prohibited from passing on or using this information on their own account.
Employees within the Group shall comply with the internal confidentiality requirements established to prevent the dissemination of non-public inside information.
External consultants, partners and others who have access to non-public inside information must enter into confidentiality agreements before they are allowed access to such information.
OEM INTERNATIONAL AB aims to maintain frequent contacts with analysts in order to obtain good external coverage of the Company as a guide for the stock market.
OEM INTERNATIONAL AB may not, with the exceptions set out below, disclose inside information to third parties such as analysts. Not only does this violate the regulations, but the Company also risks putting the analyst in a difficult situation with the risk that he or she is guilty of violating the Act (2016:1307) on Penalties for Market Abuse on the Securities Market. However, it is permitted to disclose non-public information in contacts with analysts if this is not inside information.
Information that is not inside information can thus be provided selectively. For example, it is considered permissible to disclose information as follows:
In the unlikely event that the Company discloses non-public inside information, the person receiving it shall enter into a confidentiality agreement which, among other things, informs the person in question that they have access to inside information and that they may not trade in the Company's shares until the information is obsolete or disclosed publicly.
Inside information means information that is not public and which is of such a nature that, if made public, could affect the price of shares and other financial instruments issued by OEM INTERNATIONAL AB.
Persons who have access to inside information:
Infringement of the above is punishable under the Act (2016:1307) on Penalties for Market Abuse on the Securities Market.
Notification of changes to the holdings of persons discharging managerial responsibilities, as well as their closely related parties, must be made within three (3) days, see more below.
An insider list shall be drawn up when events occur that entail that persons working for the Company gain access to inside information. The list shall be updated on an ongoing basis and each update shall include the date and time. It must be drawn up in an electronic format based on the template developed by the European Commission and kept for a period of at least five years. It must be available to be submitted to the Swedish Financial Supervisory Authority on request. It is only when a person has inside information that it becomes necessary to include his or her name on the list. The name shall be removed from the list when the information becomes public or for some other reason is no longer relevant.
Since 3 July 2016, (in accordance with the rules of the Market Abuse Regulation). the Company may also choose to draw up a list of permanent insiders. The updating of this list is not events-driven in the same way, and the Company does not need to include these persons on other lists. A permanent insider is a person who is expected to have access to all inside information in the Company. This can involve more or fewer persons than the "persons discharging managerial responsibilities": For example, it could be an external secretary (e.g. a lawyer) who is always present at board meetings and keeps minutes, but who is not a "person in a managerial position" (i.e. they do not have to report trading, notify persons closely associated with them, etc.).
The Company shall ensure that all persons appearing on an insider list confirm in writing that they are aware of the legal obligations that this entails and the sanctions applicable to insider dealing and unlawful disclosure of inside information.
Insider lists must be kept electronically in accordance with templates established by the European Commission.
Definitions
Persons discharging managerial responsibilities and their closely associated persons shall, according to MAR, notify the Swedish Financial Supervisory Authority and the Company of any changes in their holdings of shares and other securities issued by the Company, see more below.
Persons discharging managerial responsibilities include members of the Board of Directors, the CEO, the CFO and senior executives who have regular access to inside information and the power to take managerial decisions that affect the future developments and business prospects of the Company. Only natural persons can be a person discharging managerial responsibilities.
“Closely associated person" means a spouse, cohabiting partner, a child under the custody of a person discharging managerial responsibilities, a relative with whom a person discharging managerial responsibilities has shared the same household for at least one year, and legal persons (i) the managerial duties of which are performed by a "person discharging managerial responsibilities" or a closely associated person thereof, (ii) or which are directly or indirectly controlled by such a person, (iii) or which have been set up for the benefit of such a person, (iv) or the economic interests of which are substantially equivalent to those of such a person.
List of persons discharging managerial responsibilities and their closely associated persons
OEM INTERNATIONAL AB shall draw up a list of persons discharging managerial responsibilities and their closely associated persons. Please note that this is a different list than the insider list/log book mentioned in 5.2.
In order to fulfil this obligation, the Company shall request information on which persons are to be considered to be closely associated with the persons discharging managerial responsibilities. In the Company's list, the persons shall be easily identifiable, preferably by name and personal identity number, and the reason for the position of insider should be stated, i.e. title or role in the Company.
Notification obligation for persons discharging managerial responsibilities and their closely associated persons
Persons discharging managerial responsibilities and their closely associated persons shall, in accordance with the Market Abuse Regulation, notify the Swedish Financial Supervisory Authority and the Company of any changes in their holdings of shares and other securities issued by the Company. The notification shall be made promptly, but no later than three business days from the date of the transaction. The notification obligation also applies to transactions carried out within the framework of life insurance where the policyholder is a person discharging managerial responsibilities or a closely associated person, the investment risk is borne by the policyholder and the policyholder has the opportunity to make investment decisions or carry out transactions for the insurance.
The Company shall notify all persons discharging managerial responsibilities of their obligation in writing (see examples in Appendix B), ensure that they confirm receipt of the notification in writing and keep a copy of the confirmation. In addition, persons discharging managerial responsibilities shall notify in writing (see examples in Annex C) of their obligation to make the notification and shall retain a copy of the notification.
In the case of a new share issue, it is not necessary to notify the allotment of subscription rights, nor does conversion from interim shares to “real” shares need to be notified. However, subscription of shares and trading in subscription rights must be notified. Notification must be made as soon as possible, but no later than three business days from the date of the transaction.
Notification does not need to be made if the total amount of the transactions in the Company's shares during a calendar year by the party required to make the notification is less than EUR 5,000.
The Company's CEO is responsible for ensuring that inside information in the form of press releases, interim reports and the like is made public without delay in a non-discriminatory way. The Company may not combine the public disclosure of inside information with the marketing of its own operations, if this could be misleading.
An established electronic news distributor shall be used for distribution, who shall ensure that the Swedish Financial Supervisory Authority, the stock exchange, the media and the public are able to simultaneously access disclosed information without delay. The CFO is responsible for ensuring that the implementation is managed in accordance with the regulations.
In cases where the Company's press releases contain inside information, information shall be provided that the information is such that the Company is obliged to make public in accordance with MAR, the Securities Market Act and/or the Act on Trading with Financial Instruments Trading.
It must also be clear what kind of information is involved (for example, interim report, inside information, information about new issues, information about changes in the number of shares or similar) and the date and time when the information was disclosed. When disclosing information containing inside information, it shall also be clear through whose agency the press release was submitted.
The stock exchange's rules stipulate that press releases must also contain information about the website, contact person and telephone number.
As OEM INTERNATIONAL AB is a listed company, the Company is obliged to publish such information about its operations that is relevant for the assessment of the value of the securities. The information must also be submitted to the Swedish Financial Supervisory Authority, where it will be kept and be available in the Authority’s stock exchange information database.
Press releases shall be published in Swedish and English and shall be distributed by an established electronic news distributor, who shall ensure that the stock exchange, the media, the public and the Swedish Financial Supervisory Authority are able to simultaneously access disclosed information without delay. However, it is OEM INTERNATIONAL AB that is ultimately responsible for distribution. Press releases shall be available on the OEM INTERNATIONAL AB website as soon as they are published.
Financial information shall be approved by OEM INTERNATIONAL AB's Board of Directors prior to publication. Interim reports are published quarterly, year-end reports and annual reports are published once a year. These are decided by OEM INTERNATIONAL AB's Board of Directors prior to publication and distribution.
The annual report shall not contain inside information that has not previously been disclosed. The annual report must be signed by the Board of Directors and the CEO and the position must appear next to each name. The signatories thereby provide an assurance that the consolidated financial statements and the annual accounts have been prepared in accordance with the international accounting standards referred to in Regulation (EC) No 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application of international accounting standards as well as generally accepted accounting principles and provide a fair view of the development of the Company's financial position and results, and that the directors’ report provides a fair view of the development of the Group’s and the Company’s operations, financial position and results and describes material risks and uncertainties facing the Company and the companies included in the Group.
The half-year report shall be signed in the same way as the annual report and the position must be indicated. The signatories shall provide an assurance that the half-yearly report provides a fair view of the Company’s and the Group’s operations, financial position and results and describes the material risks and uncertainties facing the Company and the companies included in the Group.
The year-end report shall contain information about the proposed dividend, the planned date for the annual general meeting and information about where and when the annual report will be available to the public.
Interim reports and year-end reports shall be disclosed within two months of the end of the reporting period. The annual report and the auditor's report shall be disclosed before the end of April, but not later than three weeks before the annual general meeting.
The shareholders of OEM INTERNATIONAL AB shall hold an annual general meeting within six months from the end of each financial year. Notice of the annual general meeting shall be published in the Swedish Official Gazette and through a press release and on the Company's website no later than when the notice has been sent to the Swedish Official Gazette. An advertisement that a notice has been issued shall be published in Svenska Dagbladet.
Three weeks prior to the annual general meeting, the Board of Directors shall have submitted its report on the evaluation of remuneration required by the Code. The report shall be available on the website.
After the conclusion of the meeting, the Company shall as soon as possible publish a report on the general meeting with resolutions and considerations from the general meeting, unless a resolution is of minor importance.
OEM INTERNATIONAL AB shall have a section on the Company's website devoted to corporate governance issues, where all disclosed information from the Company to the stock market for at least the past five years shall be available, unless special reasons exist. Financial reports and corporate governance reports shall be available on the website for at least ten years from the date of disclosure.
The CFO is responsible for keeping the website updated and for providing a correct and up-to-date description of the Group's operations.
Annual reports, prospectuses and other material information that have been distributed or made available to shareholders shall, unless special circumstances exist, be made available on the Company's website as soon as possible. In addition to press releases and reports, the Code requires the following information to be published:
The financial calendar shall be published (normally on the website). The calendar shall include the date on which the Company is expected to publish the year-end report and interim reports, the date of the annual general meeting, when the annual report is intended to be published and, if possible, the date of payment of dividend.
OEM INTERNATIONAL AB shall at all levels manage sensitive information in such a way that the risk of leakage is minimized. The company works as follows:
If rumors spread or there is suspicion that information is leaking, OEM INTERNATIONAL AB shall carefully investigate the content of the information that is circulating. Where applicable, the stock exchange shall be informed and a press release issued as soon as possible. The Company must always report the facts. The basic principle is that OEM INTERNATIONAL AB never comments on rumors in the market. However, if the spreading rumor is deemed to be harmful to the business, the Company may choose to provide an explanation and clarifying information.
When preparing for important decisions, supporting data for a press release must always be prepared.
Crisis management
If crises arise that may have a negative effect on OEM INTERNATIONAL AB's value and/or credibility, it is always the CEO who decides on the media strategy. The Company must contact the stock exchange for advice. In such a situation it is appropriate for the CEO to convene a "crisis group" which shall always include the CEO and CFO. The information shall be coordinated with the Company's Board of Directors.
A decision should be taken on whether to set up a press information service for the matter in question. Internal information should be released immediately and the CEO is responsible for this. Issues dealt with in this way should always be evaluated internally once they have finished so that preparedness can constantly be improved.
Information to employees within OEM INTERNATIONAL AB shall have high priority and a high degree of transparency shall apply. The goal is to increase the employees' knowledge and give them the opportunity to give their views on the business. Ultimately, it is a question of balancing transparency, trust and risk, which must be considered on a case-by-case basis.
Good internal communication improves the Company's ability to achieve its goals. The motivation and ability of the staff to fulfil their tasks increases. This is particularly important across the organization and between units. Senior executives are important leaders and role models in this ongoing work. However, it is always the individual employee's responsibility to actively keep themselves sufficiently informed to be able to carry out their duties.
All internal information must take into account the listing agreement and MAR (Market Abuse Regulation), which may result in limitations to the scope of the internal information. Nor can all information be communicated to all employees due to MAR, competition reasons and confidentiality.
The goal should be that information should never reach employees via the media, and employees should be informed in parallel with the media and the stock market.
The Information Policy was adopted by the Board of Directors on August 23, 2024