Privileged Information Management Procedure

Transcription

1 Privileged Information Management Procedure This document has been translated into English solely for the convenience of the international reader. In the event of conflict or inconsistency between the terms used in the Italian version of the document and the English version, the Italian version shall prevail, as the Italian version constitutes the official document.

2 CONTENTS 1. Introduction. p Scope of the Procedure. p Privileged Information. p Definition of Privileged Information.. p Parties subject to market reporting obligations. p Events that may generate Privileged Information. p Assessment. p Procedures for notifying the market of Privileged Information. p Content. p Procedures. p Timing. p Publication on the Company website. p Specific disclosure obligations. p Disclosure obligations. p Failure of parties with access to Privileged Information to comply with confidentiality obligations. p Rumours. p Delayed Disclosure. p Conditions. p Significant circumstances. p Disclosure preparation. p Confidentiality obligations while drawing up Privileged Information. p Obligations. p Retention of confidential documents. p Transmission of confidential documents to third parties. p Forecast information. p Forecast data and quantitative objections. p. 11 2

3 8. Meeting with market participants. p Meetings with analyst and institutional investors. p Company website. p Publication of corporate documents on the Company website. p Register of people with access to Privileged Information. p Register maintenance. p Disclosures and obligations in relation to parties listed in the Register. p Register contents. p Register maintenance responsibilities. p Entry into force. p Procedure Distribution. p. 14 3

4 1. INTRODUCTION Datalogic S.p.A. (hereinafter referred to as "Company"), with reference to: articles 114, 115-bis and 181 of Legislative Decree no. 58 of 24 February 1998 (hereinafter referred to as "TUF"), the relative implementing Regulation concerning the discipline of issuers, adopted by Consob with resolution no of 14 May 1999, as amended (hereinafter referred to as "Issuers' Regulations"), the Regulation of markets organised and managed by Borsa Italiana S.p.A. and related Instructions; articles 4.P.1 and 4.C.1 of the Code of Conduct for listed companies (adopted by the Listed Companies Corporate Governance Committee), with which the Company complies and which recommends the adoption of procedures for the internal management and market disclosure of documents and information regarding the Company, especially in relation to price sensitive information; the EU directives referring to market abuse (Directive 2003/6/EC of the European Parliament and of the Council of 28 January 2003; Directive 2003/124/EC of the Commission of 22 December 2003; Directive 2004/72/EC of the Commission of 29 April 2004); notification no. DME/ issued by Consob on 28 March 2006 regarding "Public disclosure of significant events and circumstances, and requirements for the prevention of market abuse" (hereinafter the "Consob Notification"); approved this Privileged Information Management Procedure (hereinafter referred to as "Procedure") through a Board of Directors resolution on 15 May Scope of the Procedure This Procedure aims to govern: a. the obligations that Directors, Statutory Auditors, managers and employees, each insofar as each is responsible, must respect in relation to the management of privileged information - as defined below in paragraph 2.1 of this Procedure -, regarding the Company and its subsidiaries; b. the reporting obligations that the Company is required to respect in relation to the market. 2. PRIVILEGED INFORMATION 2.1 Definition of Privileged Information 4

5 In accordance with article 181, paragraph 1, of the TUF, inside information is "information of a precise nature which has not been made public relating, directly or indirectly, to one or more issuers of financial instruments or one or more financial instruments and which, if it were made public would be likely to have a significant effect on the prices of those financial instruments". In accordance with art. 181, paragraph 3, of the TUF, information is of a precise nature if: "a) it refers to a set of circumstances which exists or may reasonably be expected to come into existence or an event which has occurred or may reasonably be expected to occur; b) it is specific enough to enable a conclusion to be drawn as to the possible effect of the set of circumstances or event referred to in paragraph a) on the prices of financial instruments". In accordance with art. 181, paragraph 4, of the TUF, "Information which, if made public, would be likely to have a significant effect on the prices of financial instruments shall mean information a reasonable investor would be likely to use as part of the basis of his investment decisions" that is, when it is probable that an investor takes it into account when making an investment decision regarding the Security or other financial instruments. 2.2 Parties subject to market reporting obligations In accordance with art. 114 of the TUF, the Company and the parties that control it shall provide the public, without delay, with Privileged Information that directly concerns the Company and its subsidiaries in a press release (hereinafter "Disclosure"), with the procedures pursuant to paragraph Events that may generate Privileged Information Without prejudice to the assessment that must be carried out case-by-case on the basis of the circumstances characterising each specific situation, events that may be considered potentially suitable for generating Privileged Information are for example, but not limited to: 1. entry into or withdrawal from a significant business sector; 2. resignation or appointment of Board directors or statutory auditors of the Company; 3. significant purchases or disposals of equity investments, companies, business units and other assets; 4. the auditing company's withdrawal from its engagement or cancellation of the auditing engagement relative to the Company; 5. share capital transactions (increases or decreases due to losses) of the Company and issues of warrants, bonds or other debt securities by the Company or its subsidiaries; 6. significant mergers and spin-offs regarding the Company and its subsidiaries; 7. the Company's adoption and execution of programmes to purchase and sell treasury shares 8. losses which significantly influence shareholders' equity; 5

6 9. joint ventures and alliances of particular strategic value; 10. execution of binding contracts which are strategically significant from the commercial and/or production point of view or in any case of a nature which (due to the amount or type of customer) allows them to significantly influence the group's outlook; 11. realisation and launch of innovative and strategic products or production investments with a notable impact on the market; 12. litigation of a significant amount, whose unfavourable outcome could significantly impair the economic/financial position and profit outlook at the group level; 13. changes in the Company's and its subsidiaries' strategic personnel; 14. significant transactions with related parties, as defined in the dedicated procedure implemented by the Company. Also as an example, the following is not privileged information: - merely promotional information, such as: 1) market disclosure of announcements concerning research on new products which do not yet have a reliable commercial outlook; 2) the announcement of generic partnership or commercial agreements; 3) market disclosure of information concerning mere intentions; - events which, on the basis of probability and prudential assessments, do not have the characteristics which would lead to the reasonable expectation that they will occur; - events whose qualifying elements are not yet defined. As recommended by the Consob Notification, if there are reasonable doubts concerning whether the cited information could significantly influence price trends, the Company is required to disclose it if in the presence of other elements characterising privileged information. The disclosure of information which is incomplete and therefore does not allow the market to understand the event's effects on the Company's share price is not permitted. Events such as displays, also bilateral, of intent, the approval of projects, negotiations and any contractual or non-contractual behaviour aimed at executing a transaction must be disclosed if simultaneously accompanied by: (a) unquestionable signs of the fact that, despite the implementation of procedures suitable for maintaining the confidentiality of information relative to the events in question, those who have become aware of that information have not complied with confidentiality requirements; (b) grounded reasons for presuming the positive outcome of transactions for which those events constitute initial or intermediate phases. The disclosure must highlight the uncertainty of the final outcome of the events. 2.4 Assessment In order to fulfil market disclosure requirements, an assessment as to whether the information is "privileged" is carried out under the direct responsibility of the Chief Executive Officer, who is called to assess reports provided from within the organisation. For this task, 6

7 the Chief Executive Officer shall consult with the Corporate Affairs Office as well as the Investor Relations Office. Furthermore, please note that, if an event which could be deemed of significant importance takes place in the business area of one of the Company's or its subsidiaries' corporate functions, the manager of the function or the subsidiary must promptly inform the Corporate Affairs Office and provide all elements available at that time to fulfil market disclosure requirements. The assessment pursuant to the above must be carried out on a case-by-case basis, in light of the circumstances of the actual situation and primarily taking into account the definition of "Privileged Information" provided by art. 181, paragraph 1 of the TUF and other interpretative criteria provided by said provision, as set forth in par. 2.1 above. For example, please note that - with regard to the Privileged Information categories set forth in paragraph 2.3 above - when assessing the significance of a director's resignation, his role may be taken into account (specific responsibilities, proxies, as well as the reasons for his resignation); to assess the significance of extraordinary transactions, quantitative elements or elements concerning the ownership structure of the parties involved may be of importance (for example, the incorporation of a wholly owned subsidiary is less significant than the incorporation of a company in which there is a minority interest or a third-party company). If the Chief Executive Officer decides to publicly disclose that "information", the Investor Relations Office shall prepare a draft press release (in Italian and in English) to be disclosed to the market with the procedures set forth in paragraph PROCEDURES FOR NOTIFYING THE MARKET OF PRIVILEGED INFORMATION 3.1 Content Privileged Information must be disclosed to the market in compliance with the principles of fairness, clarity, transparency, timeliness, and broad and standardised disclosure to guarantee the equal treatment, completeness, intelligibility and continuity of information. The draft press release shall be drawn up by the Investor Relations Office, and having heard the Corporate Affairs Office s opinion when deemed necessary, and submitted to the Chief Executive Officer for approval. For the above purposes, the Investor Relations Office must comply with the provisions adopted by the stock exchange management company and by the Issuers' Regulations concerning: a. the minimum content of the Disclosure and procedures for representing information contained therein with reference to the individual types of facts; b. procedures that listed companies use to disclose information to the market. In any case, the Disclosure shall: 7

8 a. contain elements suitable for permitting a complete and correct assessment of the events and circumstances described; b. contain links to and comparisons with the content of any previous notifications; c. not combine marketing, or in any case promotional, content, which may mislead the public, according to the criteria of the reasonable investor. 3.2 Procedures The Investor Relations Office must disclose Privileged Information to the market by sending the Disclosure: to the stock exchange management company; to Consob; to at least two news agencies. It shall be sent through the electronic Network Information System (NIS) organised and managed by Borsa Italiana, pursuant to title 2.7 of the Borsa Italiana S.p.A. Regulation. 3.3 Timing The Disclosure must be sent without delay. Without prejudice to the foregoing, if the imminent conclusion of significant transactions or formalisation of decisions concerning significant facts is expected, the Company must forewarn Borsa Italiana by telephone that it will send the Disclosure to the open market, in order to allow for more consideration of the impact that the news could have on the regular trend of trading, once disclosed. 3.4 Publication on the Company website Each Disclosure shall also be published on the Company website by the opening of the market on the day after its distribution, where it will remain available for at least two years after its publication. 4. SPECIFIC DISCLOSURE OBLIGATIONS 4.1 Disclosure obligations The Company shall use the procedures set forth in paragraph 3 to inform the public: a. of statements of account which will be reported in the annual financial statements, in the consolidated financial statements and in the half-yearly report, as well as 8

9 statements of account and information which will be reported in quarterly reports, when those statements are disclosed to external parties, unless the aforementioned parties are held to a duty of confidentiality and the notification is carried out in application of regulatory requirements, or as soon as they have acquired a sufficient level of certainty; b. of resolutions whereby the Board of Directors approves the draft financial statements, the consolidated financial statements, the proposal for distribution of the dividend, the half-yearly report and the quarterly reports; resolutions whereby the Shareholders' Meeting approves the annual financial statements and the distribution of the dividend; c. of any significant change to Privileged Information already made public. 4.2 Failure of parties with access to Privileged Information to comply with confidentiality obligations The Company is required to issue a Disclosure if there are unquestionable signs of the fact that parties with access to Privileged Information did not comply with confidentiality requirements, despite the implementation of procedures suitable for maintaining the confidentiality of Privileged Information relative to the events in question. Please note that if the Company or the parties that control it, or a person that acts in their name or on their behalf, communicates Privileged Information during the normal execution of his work, profession, function or role, to a third party that is not subject to a legal, regulatory, statutory or contractual duty of confidentiality, the Company or the parties that control it shall provide a complete disclosure of this fact to the public, simultaneously in the event of intentional disclosure and without delay in the event of unintentional disclosure. 4.3 Rumours Without prejudice to the obligation of market disclosure if the confidentiality of Privileged Information is not respected according to the provisions of the previous paragraph, when: there is news disclosed to the public not in accordance with art. 66 of the Issuers' Regulations, concerning the equity, economic or financial position of the Company and/or its subsidiaries, or corporate finance transactions, or the performance of the Company s business (called rumours); and the market price of the financial instruments changes significantly, or in a manner which is not compliant with market trends compared to the last price of the previous day, the Company or the parties that control it, where involved by the aforesaid news, shall inform the public without delay with a Disclosure regarding the truthfulness of that news, supplementing or correcting its content, where necessary, in order to restore conditions of fairness and equal disclosure. 9

10 If there are no significant changes in the market price, but there are rumours which could represent unquestionable signs of failure to respect confidentiality requirements, the provisions of paragraph 4.2 shall apply. 5. DELAYED NOTIFICATIONS 5.1 Conditions The Chief Executive Officer may decide to delay, in accordance with art. 114, paragraph 3 of the TUF and art. 66 bis of the Issuers' Regulations, the public disclosure of Privileged Information, or partial elements of significant facts or circumstances, in order to not harm the legitimate interests of the Company and the parties that control it, if: this cannot mislead the public on essential facts and circumstances; and those who receive the information are subject to confidentiality requirements and are able to guarantee confidentiality. This assessment is of an exclusively exceptional nature. In that case, Consob must be informed of that decision without delay and be provided with information on the related circumstances. 5.2 Significant circumstances Significant circumstances which allow for delaying Disclosure are those in which the public disclosure of Privileged Information could compromise the execution of a transaction by the Company or its subsidiaries or which could, for reasons regarding the unsuitable definition of events or circumstances, cause the public to make incomplete assessments. 5.3 Disclosure preparation If the decision is made to delay public disclosure, the Investor Relations Office shall in any case prepare a Disclosure with the content pursuant to paragraph 3.1, ensuring that it is continuously updated on the basis of the developments of Privileged Information kept private, and ready to be disclosed without delay if Consob should so require or if the parties with access to that Privileged Information were not able to ensure confidentiality, without prejudice in any case to the provisions of paragraph CONFIDENTIALITY OBLIGATIONS WHILE DRAWING UP PRIVILEGED INFORMATION 6.1 Obligations 10

11 When drawing up Privileged Information, the Directors, Statutory Auditors, managers and employees must: a. keep all documents and information obtained while carrying out their tasks confidential; b. use the aforementioned documents and information exclusively to carry out their functions; c. scrupulously comply with this Procedure. 6.2 Retention of confidential documents All parties are personally responsible for retaining the confidential documentation in their possession. Confidential documentation must be kept in a place which permits access only to authorised parties. 6.3 Transmission of confidential documents to third parties If Directors, Statutory Auditors, managers and employees must, exclusively for reasons related to their position, transmit confidential documents or information to third parties, they must ascertain that those parties are required by law, by regulation, by the articles of association or by contract to maintain the utmost confidentiality of the documents and information received. 7. FORECAST INFORMATION 7.1 Forecast data and quantitative objectives The Company may disclose forecast data and quantitative objectives concerning business performance, as well as period accounting data, if that information is made available to the public with the procedures set forth for Privileged Information, that is, in a Disclosure. Forecast data intended for publication shall be drawn up by the Chief Financial Officer and approved by the Chief Executive Officer. The Privileged Information procedure shall be followed to draw up and distribute the Disclosure. In those cases, particular attention must be paid to: a. guaranteeing regular and frequent financial information in order to reduce investors' uncertainty regarding assessment; b. when outlook data is published, clearly specifying if they are actual forecasts or strategic objectives established in the context of corporate planning; c. checking the consistency of the effective business performance with forecast data and quantitative objectives disclosed and informing the public without delay, 11

12 through a Disclosure, of all significant variances (positive or negative), indicating the relative reasons. 8. MEETINGS WITH MARKET PARTICIPANTS 8.1 Meetings with analysts and institutional investors If the Company participates in meetings with financial analysts and institutional investors, the Investor Relations Office shall provide the public with documentation by: a. sending it through the electronic Network Information System (NIS) b. publishing it on the Company website. Should forecast information or other significant information be involuntarily disclosed during the meetings, the Investor Relations Office shall promptly inform the market of that information with the procedures set forth for Privileged Information. 9. COMPANY WEBSITE 9.1 Publication of corporate documents on the Company website Without prejudice to compliance with Privileged Information public disclosure obligations, the Investor Relations Office shall provide, inter alia, corporate governance documents in the dedicated Governance Company website, as well as the annual financial statements and the consolidated financial statements, the half-yearly report, the quarterly reports, the complete text of Disclosures, the documentation distributed at meetings with market participants, in the dedicated Investor Relations section of the Company website for at least two years after their publication. 10. REGISTER OF PEOPLE WITH ACCESS TO PRIVILEGED INFORMATION Datalogic established and continuously updates a register of people who have either continuous or occasional access to Privileged Information (hereinafter "the Register"), in accordance with and for the effects of art. 115-bis of the TUF and articles 152-bis 152-ter, 152-quater, and 152-quinquies of the Issuers' Regulations Register maintenance Parties who, in relation to their position, have access to Privileged Information during recurring or continuous activities or processes, such as obligatory information (financial 12

13 statements, half-yearly report and quarterly report), as well as for example the definition of the budget and preparation of market disclosures, shall be permanently listed in the Register. Since the Register also includes the reasons for which individuals are listed, the type of privileged information to which those parties have access shall be noted beside their names. The following are included amongst the parties with access to Privileged Information: Relevant Parties, as defined in the "Internal Dealing Code of Conduct" adopted by the Company, specifically: - members of the Company's board of directors and internal control bodies; - parties that carry out management duties and managers that have regular access to privileged information in accordance with article 181 of the TUF and have the authority to make management decisions that could influence the Company's evolution and future outlook; - members of the board of directors and internal control bodies of a company directly or indirectly controlled by Datalogic, as well as the parties that carry out management duties and managers that have regular access to privileged information in accordance with art. 181 of the TUF and have the authority to make management decisions that could influence the evolution and future outlook, if the book value of the relative equity investment represents more than 50% of the assets of the Company, as found in the most recently approved financial statements; - anyone who holds an equity investment, calculated in accordance with art. 118 of the RE, equal to at least 10% of the Company's share capital represented by shares with voting rights, as well as any other party that controls the Company. the Secretary of the Board of Directors. The parties listed above must report any support personnel and other colleagues who have access to Privileged Information to the Register manager so that they can be entered in the Register. Furthermore, all internal personnel and external consultants not included in the previous list shall be listed in the Register temporarily if they are made aware of specific material facts, significant data or particular events (for example extraordinary corporate transactions) Disclosures and obligations in relation to parties listed in the Register All parties included in the Register shall be informed of their registry and the updates regarding them Register contents The following information is included for each person in the Register: 13

14 - their identity; - reason for registration; - registration date; - updates of the information regarding that person; - the date on which the person no longer has access to privileged information Register maintenance responsibilities The Corporate Affairs Office is responsible for maintaining and updating the Register. Furthermore, parties who are permanently listed in the Register are responsible for reporting the inclusion or deletion of the names of their colleagues permanently listed in the register. The data relative to people listed in the Register shall be maintained for at least the five years subsequent to when the requirements that caused registration or updating are no longer satisfied. 11. ENTRY INTO FORCE The provisions of this Procedure, in the latest available version in the Governance section of the Corporate website, shall become valid on the date it is approved by the Board of Directors. 12. PROCEDURE DISTRIBUTION This Procedure is provided to all parties listed in the Register and is also published on the Company website in the Governance section. 14