The disclosure policy of Endomines AB (”Endomines” or the ”Company”) describes the general principles and procedures that the Company follows in its communication with capital market participants and financial reporting. This disclosure policy has been adopted by the Board of Directors of Endomines to apply as of 5 June 2018. The disclosure policy is approved by the Board of Directors, reviewed periodically, and revised when necessary.
Endomines is a listed company domiciled in Sweden with its primary listing on Nasdaq Stockholm and secondary listing on Nasdaq Helsinki. Endomines complies with stock market, securities and other legislation of Sweden, and relevant legislation of Finland. The Company complies with the regulations and guidelines of all the stock exchanges on which it is listed.
2. Disclosure Principles
Endomines’ communications are based on facts and on the key principles of being systematic, open, honest, equal, and active. Endomines communicates both positive and negative issues equally and simultaneously to all stakeholders and aims to give a fair and correct view of the Company’s operations without undue delay.
All releases are published on Endomines’ website in addition to other applicable distribution channels.
3. Public Disclosure of Inside Information
Endomines publicly discloses inside information, which directly concerns Endomines, by means of a stock exchange release as soon as possible unless the disclosure of inside information is delayed. In accordance with the Market Abuse Regulation ((EU) No 596/2014, MAR), Endomines may on its own responsibility delay disclosure of inside information to the public provided that all of the following conditions are met:
- immediate disclosure is likely to prejudice the legitimate interests of Endomines;
- delay of disclosure is not likely to mislead the public; and
- Endomines is able to ensure the confidentiality of that information.
Endomines will assess, on a case-by-case basis, whether the aforementioned conditions for delaying disclosure are met. If all the conditions listed above are not met, Endomines must publicly disclose the inside information as soon as possible by means of a stock exchange release.
In connection with the delayed disclosure of information, Endomines shall document the conditions for the delayed disclosure and publicly disclose the information as soon as possible after the conditions for the delay are no longer met. The Swedish Financial Supervisory Authority shall be notified about the decision to delay the disclosure of information immediately after the public disclosure of the information.
The evaluation of insider information and delayed disclosure is described in the Company’s insider policy.
4. Types of Releases and Communication Channels
The primary communication channels of Endomines consist of stock exchange releases, press releases and other news items, the company’s website and different meetings and events.
Endomines always publicly discloses inside information by means of a stock exchange release. A stock exchange release is also used for the public disclosure of periodic information and other regulated information.
News that do not meet the requirements set for stock exchange releases but which Endomines considers newsworthy or in other ways of interest to its stakeholders are published by means of a press release or other news items.
Distribution and Availability of Releases
Endomines’ stock exchange releases are disclosed to Nasdaq Stockholm and Nasdaq Helsinki and sent to key media. The Company’s website www.endomines.com is the principal source of up-to-date information on Endomines.
Endomines’ management is responsible for Endomines’ website and for the preparation, issuance and distribution of releases.
All Endomines’ financial reports issued under the disclosure obligation, such as annual and interim reports, are available on the Company’s website for at least ten years. All other regulated information and other releases are available on the Company’s website for at least five years.
5. Financial Reporting
Endomines regularly provides information regarding its financial performance by publicly disclosing an annual financial statements release, quarterly interim reports/statements, annual report as well as an audit report. These reports are prepared in accordance with IFRS. These reports are the primary sources of information on the financial performance and financial position, future prospects and other related information on Endomines. The financial year of Endomines is a calendar year.
Endomines publishes its Corporate Governance Statement on its website. Other content required by the Swedish Corporate Governance Code is also available on Endomines’ website.
Endomines publicly discloses the annual financial statements release and its quarterly interim reports/statements according to a schedule that is disclosed before the end of the previous financial year and is available on the Company’s website.
Communication with Investors and Analysts
Endomines regularly interacts with capital market participants and representatives of the media, apart from the silent period. Endomines seeks to respond to queries submitted by shareholders, investors, analysts and media without undue delay.
During meetings, information is provided within the limits of previously publicly disclosed information and accurately in accordance with such information. New previously undisclosed information, or complementary information that together with previously disclosed information could constitute information, which could be regarded as inside information, shall not be provided at these meetings.
Endomines monitors market expectations continuously. It will review upon request models made by analysts but merely for factual accuracy and for public information. Endomines does not comment or take any responsibility for estimates or expectations made by capital market representatives. The Company does not comment on the Company valuation or the Company share development, give preference to any particular analyst, or distribute analyst reports to the investment community.
Investor presentations are available on Endomines website.
Persons Responsible and Spokespersons
The persons mainly responsible for investor and media relations are CEO and CFO.
Endomines follows a 30-day silent period ahead of the publication of its quarterly financial reporting. During this time, Endomines does not meet with investors, analysts, representatives of financial media or other representatives of capital markets or comment on the financial position of the Company, the markets or future prospects.
Silent period ends when the respective report is published.
Exceptions to this rule are the Annual General Meeting of shareholders (if held during the silent period) and the publishing of a stock exchange release regarding a significant business event and the related communication; however, such communication will be limited to the relevant event only.
Rumors and Information Leaks
Endomines does not comment on market rumors, speculation by the media, share price performance, actions of competitors or customers or analyst estimates. However, Endomines may publicly disclose a stock exchange release to correct clearly incorrect or misleading information that is likely to have a significant effect on the price of the Company’s financial instruments.
In the event that inside information that Endomines has delayed under MAR has leaked prior to its disclosure, or if confidentiality can no longer be ensured, Endomines will publicly disclose a stock exchange release regarding the matter as soon as possible. If inside information is given to a third party, who does not owe a duty of confidentiality, Endomines will publicly disclose the inside information simultaneously.
In a situation where a rumor explicitly relates to inside information the disclosure of which has been delayed, and that rumor is sufficiently accurate to indicate that the confidentiality of that information is no longer ensured, Endomines will publicly disclose a stock exchange release regarding the matter as soon as possible.
Endomines’ official reporting language as a listed company in Sweden is Swedish. All material relating to the fulfilment of Endomines’ disclosure obligation is prepared in Swedish and English. As the company has significant presence and listing in Finland, it may also communicate in Finnish.
Endomines discloses its prospects for the current year as part of the financial statements release. Endomines gives guidance primarily on the expected mine production volume for the current year.
If the development of Endomines’ revenue, profitability, financial position or short-term business outlook can reasonably be expected to deviate from a statement previously made by the Company or from what can reasonably be expected based on previously disclosed information, and such deviation is likely to have a significant effect on the price of Endomines’ shares or other financial instruments, Endomines will issue a profit warning by means of a stock exchange release as soon as possible. Disclosing a profit warning cannot be delayed.
The Board of Directors decides on the issuance of a profit warning.
Endomines’ communication principles and the roles and responsibilities during exceptional circumstances or during a crisis are defined in the crisis management plan of the Company. The CEO is responsible for crisis communications at Endomines.
Endomines has adopted an insider policy which applies to all its employees, executives, directors and members of the Board of Directors. Description of the Company’s insider administration is available on the Company’s website.
In its insider administration, Endomines complies with the requirements set forth in MAR, guidance given by ESMA, Swedish legislation, Nasdaq Stockholm and Nasdaq Helsinki rules and guidelines for insiders, guidance of the Swedish Financial Supervisory Authority and the insider policy approved by the Board of Directors of the Company.
Members of Endomines’ Board of Directors and Executive Team as well as certain other personnel at Endomines shall not on their own account or for the account of a third party, directly or indirectly, conduct transactions relating to the financial instruments of the Company within 30 days prior to the disclosure of a financial statements release and interim reports/statements.
Endomines compiles an insider list for projects that involve inside information. Insiders are given a written notice of their insider position and insider guidelines.
Interpretations and Deviations
CEO is responsible for the supervision and interpretation of Endomines’ disclosure policy. CEO or a person authorized by him or her gives further instructions regarding the execution of the disclosure policy. In individual cases, for good reasons and within the limits of applicable laws and regulations, CEO is entitled to deviate from the disclosure policy.