MARKET COMMUNICATION- AND DISCLOSURE POLICY AFRICA RESOURCES AB (PUBL)
The objective of this disclosure policy is to ensure that the company communicates with its surrounding world and stakeholders according to below guidelines:
The company shall ensure a consistent management of all information communicated by the company.
All communication with the market and surrounding world made by Africa Resources AB and its subsidiaries shall be:
Timely, factual, complete and accurate;
Disseminated in accordance with all applicable legal and regulatory requirements
Where necessary, filed with the regulators in accordance with applicable securities laws; and effective in increasing understanding of the Company's business and enhance its corporate image by encouraging practices that reflect openness, accessibility and co-operation.
This disclosure policy outlines the Company's approach towards the determination and dissemination of material information, the circumstances under and methods through which the confidentiality of information will be maintained, and restrictions on the trading of the Company's securities.
This disclosure policy extends to all directors, officers and employees of the Company, authorized or designated to speak on its behalf, including employees of management service providers (collectively, referred to as "Employees"). It covers all methods of communication by the Company with the public, including disclosures in documents filed with securities regulators, written statements made in the Company's annual and quarterly reports, news releases, letters to shareholders, presentations by senior management and information contained on the Company's web site and other electronic communications. It extends to oral statements made in meetings and telephone conversations with the investment community (including analysts investors, investment dealers, brokers, investment advisors and investment managers) and employees or interviews with the media as well as speeches, press conferences and conference calls and dealing with the public generally.
Subject to applicable laws and any developments determined by the Board of Directors as requiring immediate public disclosure, this disclosure policy shall be administered and interpreted by the Chief Executive Officer ("CEO"). The CEO is the corporate officer primarily responsible for corporate disclosure. The CEO may at any time, request the assistance or advice of other officers of the Company or third parties in the administration and interpretation of this policy. No material information will be released, whether by news release or otherwise, without the explicit consent of the CEO or the most senior officer of the Company in the CEO's absence. To the greatest extent practical, board members will be apprised of material developments prior to their public announcement by the Company. The CEO will be responsible for overseeing that a reasonable investigation of the Company's information and developments is conducted on an ongoing basis for disclosure purposes and will assess and decide when developments are material and justify release to the public with input from legal counsel where warranted.
The Financial Officer is the corporate person responsible for overseeing the financial review of all disclosure documents to ensure they fairly present financial information.
To ensure this policy is communicated to those individuals who must comply with it, the policy will be:
available on the Company's website;
posted at the offices of the Company's mining operations; and
a copy shall be provided to officers and directors of the Company, officers and directors of the Company's operating subsidiaries, those authorized to speak on behalf of the Company and such other employees of the Company and its operating subsidiaries that the CEO determines advisable due to the position they.
A revised version of this policy will be distributed in accordance with the foregoing methods whenever changes are made. This policy must be strictly complied with.
The financial officer is the overall responsible person to ensure that all information communicated externally by the company, which is related to the financial situation of the company, is relevant and gives a correct picture of the company to external interested parties.
The Company designates a limited number of spokespersons responsible for communication with the investment community, regulators or the media.
The CEO will be the primary responsible spokesperson for the Company. The CEO may, from time to time, designate others within the Company to speak on behalf of the Company or to respond to specific inquiries. There could be a blanket delegation on routine matters.
Directors, officers or employees who have not been designated by the CEO must not respond under any circumstances to inquiries from the investment community, the media or others. All such inquiries should be referred to the CEO or to those persons designated by the CEO, from time to time.
An insider is a person involved in the management of the company. Persons involved in management is according to the company’s definition a person that forms a part of the corporate administration, management or control bodies or a director that is not a part of any bodies above but that regularly has access to insider information and authorized to make decisions that will affect the future development and potential of the company.
The definition of insider always includes CEO, the board and group administration.
List of insiders
Insiders are required to report his/her sale or purchase of shares in the company to the Financial Supervisory Authority (FI) and to the company itself. Such filing shall be done by way of e-mail to the company on the following address: email@example.com and to FI on below link:
Insiders shall report any trading activities within three (3) business days. The obligation to report any such trading activity in the shares of the company becomes current when the total amount of each insider person trading activities reaches 5,000 EUR/calendar year (including the transaction that results in that the 5,000 EUR limit is reached or exceeded). Only transactions subsequent to July 3rd are shall be considered for the year of 2016.
Annual review of guidelines for communication and information disclosure
The CEO will review this disclosure policy on an annual basis and recommend to the board of directors updating this policy, if necessary. Any material changes proposed to this disclosure policy will be subject to the approval of the board of directors upon the recommendation of both the audit committee and the corporate governance and nominating committee, if appropriate.
Any Employee privy to confidential corporate information is prohibited from communicating such information to anyone else, unless it is necessary to do so in the course of business or required by law or authorized by the CEO or board of directors. Efforts will be made to limit access to such confidential information to only those who need to know the information.
Outside parties privy to undisclosed material information concerning the Company will be told that they must not divulge such information to anyone else, and that they may not trade in the Company's securities until the information is publicly disclosed. Such outside parties may be requested to confirm their commitment to non-disclosure under a written confidentiality agreement of the Company as and when determined by the Company.
In order to prevent the misuse or inadvertent disclosure of material information, the following procedures should be observed at all times:
Documents and files containing confidential information should be kept in a safe place to which access is restricted to individuals who "need to know" that information in the necessary course of business and code names should be used if necessary.
Confidential matters should not be discussed in places where the discussion may be overheard, including but not limited to, elevators, hallways, restaurants, bars, airplanes or taxis.
People with access to insider information should avoid reading of confidential documents on, smart phones or other personal digital assistant devices in public places where information easily can be read “over one’s shoulder” by external, unauthorized people.
Visitors should be accompanied by Company personnel who ensure that they are not left alone in offices or sites containing confidential information.
To prevent inadvertent disclosure of undisclosed material information, employees are strictly prohibited from posting information to or otherwise participating in Internet blogs, chat rooms or similar discussion forums on matters pertaining to the Company's business and affairs or its common shares.
All computers, smart phones and electronic devices that access Company information must be password protected to prevent access to Company confidential information in the case of loss or theft of such devices
Material information is generally considered to be any information relating to the business and affairs of the Company that results in, or would reasonably be expected to result in a significant change in the market price or value of the Company's securities or that would reasonably be expected to be important to a reasonable investor's investment decisions. The decision as to what constitutes material information is a question of business judgment. Legal counsel should be consulted in appropriate circumstances.
- Material information will be publicly disclosed immediately via news release and be widely distributed.
The Company should endeavour to take a consistent approach to materiality.
Material information may be kept confidential temporarily if the immediate release of the information would be unduly detrimental to the interests of the Company. In such cases, the information will be kept confidential until the CEO determines it is appropriate to publicly disclose or that the Company has a legal obligation to do so.
When the company discloses the information that previously has been kept temporarily confidential, the company has to inform FI about the postponed disclosure. The information shall be sent to FI by mail together with a copy of the press release containing the information that temporarily has been held confidential.
Disclosure must be factual and non-speculative and must include any information the omission of which would make the rest of the disclosure misleading.
Unfavourable material information must be disclosed as promptly and completely as favourable information
If previously undisclosed material information has been inadvertently disclosed, such information must be broadly disclosed immediately via news release.
Disclosure on the Company's web site alone does not constitute adequate disclosure of material information. A formal press release has to be disclosed through contracted news distributor
- The Company does not comment on rumours. This also applies to rumours on the Internet. The Company's authorized spokespersons or designates will respond consistently to those rumours, saying, "It is Africa Resources’ policy not to comment on market rumours or speculation."
List of insiders/logbooks
The Company shall, so long as its shares are publically listed, establish a list of insiders/logbooks which keep a record of persons who are provided with information that is likely to materially influence the Company's share price. Such log books shall list when persons received information, the information they obtained and the manner in which they obtained the information. As soon as the company considers the information out dated and no longer relevant, the person shall be removed from the logbook together with and end date of their insider position. Persons included in a logbook shall be notified of the logbook, the obligation to maintain confidentiality of the sensitive information received and the prohibition against trading in the Company's securities until public disclosure of the sensitive information. Logbooks shall be kept 5 years, minimum, and shall be handed over to FI on their request.
Content and wording of press releases
News releases must contain sufficient detail in plain language to enable investors and media personnel to understand the true substance, importance and relevance of the information so that investors and other important stakeholders may make informed investment decisions.
Once the CEO, or person designated by the CEO, determines that a development within the company or group is material and must be disclosed publically, he will authorize the designated people to draft a press release and to prepare the issuance of it. News releases must:
Be circulated for input to the CEO and other individuals as may be designated by the CEO, including the CFO if the release contains financial information;
approved by the CEO or a designated
be checked for content keeping in mind confidentiality and approval obligations contained in partnership and joint venture agreements;
include the name and contact information (phone and email) of at least one Company spokesperson who has been designated by the CEO to communicate with the investment community and/or the news media.
The Company shall disseminate its news releases concurrently on all, for the company, relevant markets through its contracted news distributors. Dissemination is carried out with the help of news distributors in accordance with applicable regulatory requirements.
Simultaneously with the disclosure to the market, news releases will be posted and made available on the Company's web site at www.africaresources.se.
Prior to the start of each financial year, a Company calendar listing the dates on which the Company expects to disclose financial statement releases, interim reports, and the date of the annual general meeting shall be published on the website and by a press release to the public market.
Becoming Aware of Misrepresentations
If any person to which this Policy applies becomes aware that: (a) any information publicly disclosed by the Company contained or may have contained a misrepresentation or (b) there has been or may have been a failure to make timely disclosure of material information, the CEO should be promptly notified and the CEO, after conducting a reasonable investigation of the information, shall endeavour to ensure that the material information, or correction thereof, as the case may be, is promptly disclosed in accordance with applicable laws and all market place requirements.
Expertized Disclosure and statements made by so called qualified persons
Prior to any public statement or disclosure or a filing with a securities regulatory authority by the Company or by a person on behalf of the Company that includes, summarizes or quotes from a report, statement or opinion made by an "expert" the Company shall obtain the written consent of such expert to such statement.
It is illegal for anyone to purchase or sell securities of any public company with knowledge of material information affecting that company that has not been publicly disclosed. It is also illegal for anyone to inform any other person of material non-public information.
A restriction on trading in the Company's securities will apply to all Personnel and Advisors during the period of time when financial statements are being prepared but results have not yet been publicly disclosed (the "Quarterly Trading Blackout"). So long as the Company's shares are listed on market place the restriction on trading shall also apply to:
- The company auditor as well as senior personnel of the Company's auditor
The spouse or cohabitant of a Personnel or Advisor
Children of the personnel or advisor
Other closely related parties than those set out above if they have shared a household with the personnel or advisor for at least one year
a legal person over whose operations the personnel or advisor, has a material influence and in which the personnel of advisor hold shares totalling ten per cent or more of the share capital or voting rights
Additional restrictions on trading may be prescribed from time to time by the CEO as a result of special circumstances, if the CEO considers it to be motivated
Every person who is a Personnel and Advisor who intends to purchase or sell securities of the Company, directly or indirectly during a trading restriction is required to obtain the prior approval of the CEO or his designate.
The trading prohibitions in this section shall not apply to the acquisition of common shares through the exercise of the Company's stock options or shares issued under similar incentive plans, but will apply to the sale of the common shares acquired through the exercise of the option or similar securities issued under an incentive plan.
It is the Company's policy to avoid providing forward-looking information. If such information is communicated it should be done only in a highly qualified manner and be based on assumptions made by competent people within the current area of business and in accordance with applicable securities law requirements. If such information is communicated by way of press releases the release should clearly state that the information is of forward looking nature in order to avoid any misleading of the market.
Non-Material Information Release
The Company interacts with the investment community through various forums including industry presentations, private meetings, and telephone and conference calls. In these situations, information which the Company provides to investors, analysts and the media in any forum must not include undisclosed, material information.
The Company may hold conference calls with the investment community to report financial results and major corporate developments. Advance public notice of the date and time of the call, the subject matter of the call and the means for accessing it will be provided by way of news release and on the company’s website. The reason for the conference call and main subject of the call shall also be included in such a press release and on the website.
Copies of presentations made during conference calls will be made available on the Company's website in conjunction to such a conference call.
Contact with Analysts, Investors and the Media
Authorized spokespeople may meet with analysts, institutional investors and other market professionals on an individual or small group basis as needed and will initiate contacts or respond to their calls in a timely, consistent and accurate fashion in accordance with this disclosure policy.
The Company may be requested to review draft analysts' reports from time to time. Only authorized spokespeople will comment on analysts' reports, and such comments will be limited to identifying publicly disclosed factual information that could affect the analyst's model and to pointing out inaccuracies or omissions with reference to publicly available information.
The Company will not attempt to influence an analyst's conclusions. The Company will not externally distribute analyst's research reports but, if requested, will advise which analysts that are actively follow and writing analyst reports of the Company.
The management of the company shall thoroughly review all material intended to be used in presentations to third parties, including power points, handout materials and the related speaking notes to ensure that it do not contain material information that has not yet been disclosed.
Disclosure of information on the Company's corporate website does not in and of itself constitute adequate public disclosure of such information. Accordingly, material information which has not otherwise been disclosed in accordance with this policy will not be posted on the Company's corporate website.
All of the Company's publicly disclosed material information, including presentations to analysts and conferences will be made available through the corporate website for a minimum of 3 months.
The responsible person for investor relations shall ensure that the Company's website will be kept up-to-date with the Company's latest disclosures. So long as the Company is listed.
Change in share capital and voting rights
So long as its shares are listed on any public marketplace, the Company shall disclose corporate actions that have resulted in a change to the Company's share capital. Disclosure shall occur on the last day of the month by publication.
The company will maintain a file containing all public information about the company, including all news releases, analysts' reports commented on, transcripts or tape recordings of conference calls, investor presentations, executive speeches, and as much as practicable, significant media articles on the company.
Compliance and violation
Employees, as well as assigned consultants, shall observe and comply with rules and regulations given by this disclosure policy document. The company will take measures against any violations which may result in a termination of employment as well as contracts with external consultants. If the violation of this policy also violates certain securities laws the company will refer the matter to the appropriate regulatory authorities.