Innehåll

NASDAQ – FIRST NORTH GROWTH MARKET

Rulebook for Issuers of Shares

(2022-08-01)

Denna version träder i kraft den 1 augusti 2022; red.anm.

Definitions

Any reference to Nasdaq First North Growth Market in this Nasdaq First North Growth Market Rulebook shall be construed as reference to the relevant Nasdaq First North Growth Market.

Admission Requirements

The requirements set out in 2.3 and 2.4.

Board of Directors / Board

Any references to the Board of Directors in this Rulebook should be read as a reference to the supreme governing body of the Issuer regardless of whether that body is a board of directors or a supervisory board.

Designated Contact Person

A natural person that has been approved by the Exchange to operate as designated contact person with the certified advisor.

Exchange / Exchanges

Nasdaq Stockholm AB, Nasdaq Helsinki Ltd, Nasdaq Copenhagen A/S and Nasdaq Iceland hf. (collectively the “Exchanges” and individually the “Exchange”).

Financial Instruments

Shares and subscription and option rights admitted to trading on the Exchange.

Issuer

An issuer of Financial Instruments seeking admission to trading on Nasdaq First North Growth Market or an issuer of Financial Instruments already admitted to trading on Nasdaq First North Growth Market, as appears from the context.

Liquidity

Conditions for sufficient demand and supply.

Liquidity Enhancement

Any agreements on liquidity enhancement or liquidity support entered into between the Issuer and the third party that provides the enhancement or support.

Liquidity Provider

An agreement on Liquidity Enhancement between an Issuer and a trading member at the Exchange in accordance with the Exchange’s Liquidity Provider framework.

The Market Abuse Directive

Directive 2014/57 of the European Parliament and of the Council on criminal sanctions for market abuse.

The Market Abuse Regulation

Regulation of the European Parliament and of the Council of 16 April 2014 on market abuse.

Marketplace

Any regulated market, MTF or other trading venues, at which the Issuer has applied for admission to trading.

MiFID II

Directive of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments.

Nasdaq

The Nasdaq group of companies, operating under the parent company Nasdaq, Inc.

Nasdaq Copenhagen/CPH

Nasdaq Copenhagen A/S.

Nasdaq Helsinki/HEL

Nasdaq Helsinki Ltd.

Nasdaq Iceland/ICE

Nasdaq Iceland hf.

Nasdaq Stockholm/STO

Nasdaq Stockholm AB.

Prospectus Regulation

Regulation of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market.

Public Hands

The term “public hands” means a person who directly or indirectly owns less than 10% of the Shares or voting rights. All holdings by natural or legal persons that are closely affiliated or otherwise expected to employ concerted practices in respect of the Issuer shall be aggregated for the purpose of the calculation. All holdings of members of the Board of Directors and Senior Management of the Issuer, as well as any closely affiliated legal entities, such as pension funds operated by the Issuer itself, are not included. Holders of the Shares who have committed not to divest their Shares during a protracted period of time (so-called lock-up) are also not included.

Qualified Shareholders

Shareholders holding Shares with a value of at least EUR 500.

Rulebook

This Nasdaq First North Growth Market Rulebook and its Supplements and Appendices.

Senior Management

Natural persons who exercise executive functions within a company and who are responsible for the day-to-day management of the company.

Shares

Shares and depositary receipts admitted to trading at the Exchange.

Share Capital

Registered share capital of all shares in all classes in an Issuer regardless of whether all share classes are admitted to trading at the Exchange.

Supplement

Supplements to this Rulebook relating to each individual Exchange.

Introduction

Nasdaq First North Growth Market1 is a market operated by Nasdaq Stockholm (Nasdaq First North Growth Market Sweden), Nasdaq Copenhagen (Nasdaq First North Growth Market Denmark), Nasdaq Helsinki (Nasdaq First North Growth Market Finland) and Nasdaq Iceland (Nasdaq First North Growth Market Iceland).

The Rulebook includes the specific Admission Requirements for Issuers as well as disclosure obligations. The rules are harmonized between the Exchanges to contribute to creating a Nordic equity market with greater opportunities for Issuers to attract capital. However, because of special requirements in, inter alia, national legislation or other differences in the regulatory framework in a specific jurisdiction, some additional local rules apply on the respective market. These rules are found in the Supplements.

The rules are adapted to existing EU legislation, such as the Market Abuse Regulation, the Market Abuse Directive and MiFID II. Any references to the said acts, or any other EU legislation or national legislation shall be construed as those in force at the relevant time.

Trading on Nasdaq First North Growth Market is conducted in accordance with the Nasdaq Member Rules, and, as applicable, the trading rules of Nasdaq Helsinki.2

In order to clarify the application of the rules in this Rulebook, the rule text is in some cases followed by guidance written in italics. The guidance represents the Exchange’s interpretation of current applicable practice. The latest updated version of the Rulebook, and admission forms, can be found on the Exchange’s website.3

Nasdaq First North Growth Market is a registered SME growth market in accordance with the Directive on Markets in Financial Instruments (EU 2014/65) as implemented in the national legislation of Denmark, Iceland, Finland and Sweden. Nasdaq First North Growth Market is not a “regulated market”, as defined in EU legislation (as implemented in national law).

Applicable on Nasdaq First North Growth Market and govern matters such as trading, approval and suspension of trading memberships, obligations and rights of trading members, and applicable sanctions towards trading members on Nasdaq First North Growth Market.

https://www.nasdaq.com/solutions/european-rules-and-regulations.

Chapter 1 General provisions

1.1 Scope and terms of the rules

1.1.1This Rulebook applies to Issuers of Financial Instruments from the day when the Issuer requests admission to trading at the Exchange and during such time as the Financial Instruments are admitted to trading at the Exchange.

1.1.2The rules regarding sanctions in Chapter 8 are also applicable for one (1) year after removal from trading in case a violation was committed during the period of application of the Rulebook set out in 1.1.1 above.

1.2 Changes to the rules

1.2.1The Exchange can make changes to the Rulebook. Such changes shall apply to the Issuer and its Financial Instruments at the earliest 30 days after the Exchange has informed the Issuer and published the information via the Exchange’s website.

1.2.2The Exchange may under specific circumstances decide that minor or technical changes to the Rulebook shall apply earlier than 30 days after publication as the situation demands.

1.2.3Changes to the Supplements are only subject to consultation and approval (if applicable) in the country of the relevant Exchange.

1.3 Waivers

1.3.1The Exchange may approve, based on a written application by the Issuer, an individual waiver from the Admission Requirements in the Rulebook, if the Exchange is, prior to granting the exemption, satisfied that:

  1. the objectives behind the relevant rule or any statutory requirements are not compromised; or:

  2. objectives behind the relevant rule can be achieved by other means.

1.3.2The Exchange may under exceptional circumstances approve, based on a written application by the Issuer, an individual waiver from sections 4.2–4.6 presented in the Rulebook, if the Exchange is, prior to granting the exemption, satisfied that:

  1. the objectives behind the relevant rule or any statutory requirements are not com- promised; or

  2. the objectives behind the relevant rule can be achieved by other means.

1.3.3The Issuer shall disclose any waivers granted in accordance with 1.3.2. Additionally, the Issuer shall make the details of any waivers granted easily available at all times on its website.

Since investors expect that Issuers will follow all disclosure requirements contained in this Rulebook, it is important that they are made aware of any granted waiver from the disclosure requirements. Information regarding waivers shall be highlighted on the Issuer’s website as general information in the section on the website where the Issuer makes available its disclosures according to 4.6 (website).

1.3.4Additional local provisions in relation to waivers are set out in the Supplements.4

Finland – Supplement C and Denmark-Supplement D.

1.4 Fees

1.4.1The Issuer applying for admission to trading shall pay the Exchange the applicable fee at the time when requesting the process for admission to trading to be initiated with the Exchange. The fee is non-refundable, regardless of whether or not the Financial Instruments of the Issuer are subsequently admitted to trading.

1.4.2The Issuer shall pay annual and other fees to the Exchange in accordance with the applicable price list in force from time to time.

1.5 Dispute resolution

The provisions relating to dispute resolution are included in the Supplements.5

Iceland - Supplement A, Sweden – Supplement B, Finland – Supplement C and Denmark –Supplement D.

Chapter 2 Admission to and voluntary removal of Financial Instruments from trading

2.1 General

2.1.1Financial Instruments may be admitted to trading on Nasdaq First North Growth Market where the Exchange finds that the Issuer and the Financial Instruments meet Nasdaq First North Growth Market’s Admission Requirements.

2.1.2The Exchange may impose on the Issuer any special eligibility requirement that it deems appropriate in order to protect investors and the reputation of the Exchange.

2.1.3Irrespective of whether the Issuer satisfies all the Admission Requirements, the Exchange shall be entitled to reject the application if it concludes that approval of the applicant might damage public confidence in the Exchange, Nasdaq First North Growth Market or the securities market.

In exceptional cases, an Issuer applying for admission to trading may be deemed unsuitable for admission, despite the fact that the Issuer fulfils all of the Admission Requirements. This may be the case where, for example, it is believed that the trading of the Issuer’s Shares might damage confidence in the securities market in general or in the Exchange in particular. If an already admitted Issuer, despite fulfilling all ongoing Admission Requirements, is considered to damage confidence in the securities market in general, or in the Exchange in particular, because of its operations or organization, the Exchange may consider giving the Issuer’s Shares observation status or consider removal from trading.

In order to maintain and preserve the public’s confidence in the market, it is imperative that persons discharging managerial responsibilities in the Issuer, including members of the Board of Directors, do not have a history that may jeopardize the reputation of the Issuer and confidence in the securities market. It is also important that the history of such persons be sufficiently disclosed by the Issuer prior to the admission. If a person discharging managerial responsibilities in the Issuer has a criminal history or has been involved in bankruptcies in the past, such circumstances may disqualify the Issuer from being admitted, unless such a person is relieved from its position in the Issuer.

An Issuer’s financing may lead to a conclusion that the Issuer is not suitable for admission to trading in a case where, for example, the company’s financial stability is threatened. This could be the case, for example, if a company restructuring or a similar process has taken place or is likely to take place.

2.2 The admission process for Shares

2.2.1The Exchange will meet with the Issuer and its certified adviser to discuss the request to initiate an admission process, the Issuer's suitability and the time plan for the review. The admission process and all information provided by the Issuer to the Exchange will be treated confidentially.

2.2.2The certified adviser shall have assessed the Issuer's suitability and compliance with all Admission Requirements before initiating the admission process.

2.2.3The Exchange's review of the Issuer will take no less than 20 business days.

If the documents sent to the Exchange are not complete or are otherwise insufficient, the Issuer will be requested to submit further documentation, respond to specific questions, or make necessary changes to the documents. The review process in such situations will often exceed the normal timeline for the review of the Issuer.

2.2.4An application for admission to trading shall be submitted to the Exchange. The certified adviser shall, on behalf of the Issuer, submit the application via the Nasdaq Listing Center, or as designated by the Exchange, in accordance with the instructions provided in the Nasdaq Listing Center as applicable from time to time.6

For Nasdaq First North Growth Market Sweden, please see Supplement B – Sweden.

2.2.5A decision to admit the Issuer’s Shares to trading is taken by the Exchange.

2.2.6Admission of additional Financial Instruments of the same class

  1. Where the Issuer issues new Financial Instruments of the same class as Financial Instruments already admitted to trading, the Issuer shall apply to the Exchange for admission to trading of the aforementioned Financial Instruments as soon as possible.

    The Exchange may, upon written application by the Issuer, and subject to the Issuer fulfilling the Admission Requirements set out in 2.3.1 (b)-(e), decide to admit to trading the additional Financial Instruments.

  2. Additional local provisions in relation to admission of additional Financial Instruments of the same class are set out in the Supplements.7

For Nasdaq First North Growth Market Finland, see Supplement C – Finland.

2.3 Admission requirements for Shares

2.3.1General

  1. The Admission Requirements apply at the time when the Shares are admitted to trading and on an ongoing basis after admission has been granted. Notwithstanding this, provision 2.3.4 (Admission Document) only apply at the time of admission to trading.

  2. The Shares shall be issued in accordance with the legislation applicable to the Issuer in the jurisdiction of incorporation or establishment.

  3. The Shares shall be freely negotiable.

    Free negotiability of the Shares is a general prerequisite for public trading and admission to trading. If the Issuer's articles of association include limitations on the transferability of the Shares, such limitations will typically be considered to restrict free negotiability within the meaning of this rule. Other arrangements with a similar effect may lead to the same conclusion.

  4. The application for admission to trading shall cover all issued Shares of the same class.

  5. The Shares shall be registered electronically and be capable of being cleared and settled.

2.3.2Sanctions screening

  1. The Issuer shall pass a sanctions screening check to the satisfaction of the Exchange.

  2. The Exchange may at any time while an Issuer's Shares are admitted to trading require the Issuer to pass an additional sanctions screening check to the satisfaction of the Exchange.

The Exchange is committed to complying with the applicable sanctions, laws and regulations in the jurisdictions in which Nasdaq operates. This entails screening Issuers, applicants and other relevant parties globally against the sanctions lists issued by the European Union, the United Nations and the United States of America's Department of Treasury - Office of Foreign Assets Control as well as screening locally against other sanctions lists that apply to Nasdaq's operation in a particular jurisdiction.

Financial sanctions are restrictions put in place by governments, international organizations and supranational bodies that limit the provision of certain financial services or restrict access to financial markets, funds and economic resources in order to achieve a specific foreign policy or national security objective.

Nasdaq will not enter into any business relationship that would be prohibited under financial or other applicable sanctions.

2.3.3Certified adviser

  1. The Issuer shall engage a certified adviser prior to its request for admission assessment as well as continuously during the time of admission.

  2. If the Exchange terminates the agreement with the Issuer’s certified adviser pursuant to Section 7.1.1, the Issuer shall be obliged to enter into an agreement with a new certified adviser within three months from the date on which the termination became effective.

2.3.4Admission document

  1. The Issuer must prepare a company description, as specified in item 3.2, or submit a valid prospectus in accordance with the Prospectus Regulation or other applicable national legislation prior to the admission to trading.

  2. The prospectus, or supplements to the prospectus as applicable, may not be dated more than three months prior to the date of the Exchange's approval of admission to trading. The first page of the prospectus shall contain the disclaimer text concerning Nasdaq First North Growth Market set out in Appendix D.

2.3.5Liquidity of the Shares

  1. Liquidity shall exist in order to facilitate a reliable price formation process. Sufficient number of Shares shall be distributed to the public. In addition, the Issuer shall have a sufficient number of shareholders.

  2. The requirement set out in 2.3.5 (a) shall be deemed to be met where:

    1. 10% of the Issuer’s Shares within the same class are in Public Hands; and

    2. the Issuer’s Shares are held by at least 300 Qualified Shareholders. If, however, the number of Qualified Shareholders is less than 300, but more than 100, the Exchange may consider this requirement satisfied if the Issuer retains the services of a Liquidity Provider.8

  3. Once the Shares are admitted to trading, the Exchange will continuously assess whether sufficient Liquidity exists.

    In the event the conditions regarding Liquidity deviate from the Admission Requirements while the Shares are admitted to trading, the Issuer will be encouraged to remedy the situation, for example it may be suggested that the Issuer commission the services of a Liquidity Provider.

  4. Additional local provisions in relation to sufficient demand and supply are set out in the Supplements.9

For Nasdaq First North Growth Market Iceland, see Supplement A – Iceland, For Nasdaq First North Growth Market Finland, see Supplement C – Finland.

For Nasdaq First North Growth Market Iceland, see Supplement A – Iceland, For Nasdaq First North Growth Market Finland, see Supplement C – Finland.

2.3.6Working capital

At the time of admission to trading the Issuer shall be able to demonstrate sufficient working capital for its planned business for at least 12 months from first day of trading.

In this context, “sufficient working capital” means that the Issuer shall demonstrate that it is able to access cash and other available liquid resources in order to meet its liabilities as they fall due. The working capital requirement can be fulfilled through capital raised in connection with the listing.

2.3.7Business operations

The Issuer shall be able to demonstrate ongoing business operations.

It is not sufficient that the Issuer has a business idea and financial resources to commence the operations. The business operations may be at an early stage and do not need to be profitable or generate revenue. At the time of admission to trading, the business of the Issuer must have been conducted for at least 12 months.

2.3.8The Issuer’s organization

  1. An overall assessment of the appropriateness of the Senior Management and the Board of Directors must be made in each individual case, considering for example the size of the Issuer and the business operations.

  2. Members of the Board and the Senior Management shall have sufficient knowledge about the Issuer and its business, and have appropriate understanding of the way the Issuer has structured its internal reporting lines, the Senior Management pertaining to financial reporting, its investor relation Senior Management and its procedures for disclosing information to the market.

    The Exchange will consider the members of the Board and the Senior Management as having sufficient knowledge and appropriate understanding in accordance with the above if: (i) the majority have been active in their respective current positions in the Issuer for a period of at least three (3) months; and (ii) they have participated in the production of at least one annual or other financial report issued by the Issuer, prior to the admission to trading.

  3. Prior to admission to trading, members of the Board of Directors and persons in the Senior Management of the Issuer shall participate in a seminar provided by the Exchange concerning the obligations of an Issuer.

  4. The Issuer shall have a CEO. The CEO shall be sufficiently engaged in running and leading/managing the Issuer.

    The CEO's role in the Issuer is of crucial importance. It is therefore essential that the CEO be sufficiently engaged in the running of the Issuer. Where the CEO is employed by the Issuer, or within the Issuer's corporate group, sufficient engagement can be presumed. If the CEO is not employed, then the Issuer must demonstrate to the Exchange that the CEO's engagement is nonetheless assured through contractual terms.

  5. It is not permitted for the Issuer's entire Senior Management team to serve on the Board of Directors.

  6. It is not permitted for both the CEO and the CFO to serve on the Issuer's Board of Directors.

  7. Not more than half of the number of Board members may serve in the Issuer's Senior Management.

  8. At least one of the Issuer's Board members must be independent of the Issuer, its Senior Management, and the Issuer's major shareholders.

    Independence shall be defined in the same way as in the corporate governance code in the jurisdiction where the Issuer's Financial Instruments are admitted to trading, or, if the Issuer applies an equivalent corporate governance code in the country of its incorporation, that code.

2.3.9Capacity for providing information to the market

  1. The Issuer shall possess the organization and staff to manage financial reporting in order to comply with the requirements regarding disclosure of information to the market.

    The Issuer’s organization should include a financial reporting system that ensures that the Senor Management and the Board of Directors receive the necessary information for decision-making. It may be acceptable that retained external personnel handle the financial function, provided that there is a long-term contractual relationship and reasonable continuity of personnel, as well as sufficient internal knowledge within the Issuer regarding the applicable accounting rules.

  2. The Issuer shall have prepared at least one financial report in accordance with applicable legislation, although this information need not have been disseminated to the market.

  3. The Issuer shall have incorporated an information policy, designated to fit the circumstances pertaining to the specific Issuer, to support compliance with its obligation to provide the market with timely, reliable, accurate and up-to-date information.

    The information policy is a document that helps the Issuer to continuously provide high- quality internal and external information.

    The policy should include, among other things, clear instructions on how to handle the Issuer's disclosure obligations according to the Rulebook, legislation and other regulation. Particular focus shall be put on the handling of inside information and how to act in case of a potential leakage of inside information, in crisis or other extraordinary situations.

    Preferably the policy should include examples of situations when disclosure to the market is, or could be, required. The policy should also cover situations in which the Issuer has an obligation to contact the Exchange's surveillance function.

    The information policy normally deals with a number of areas, such as who is to act as the Issuer's spokesperson, which type of information is to be made public or disclosed, how and when publication or disclosure shall take place and the handling of information in crises.

    The policy should clearly point out specific persons or functions, involved in the disclosure process and responsibilities. It should also include an order of spokespersons for the Company.

  4. The Issuer shall ensure that there is at least one person available at all times who can communicate externally on behalf of the Issuer.

    In order to ensure that there is a person available at all times who can communicate externally on behalf of the Issuer, it is recommended that the Issuer appoint at least two people within the Issuer’s operational organization to this role. Consultants may function as a support in the distribution of information, especially with respect to the drafting of disclosures. However, basing material parts of the information expertise on consultants or hired external personnel is not acceptable.

  5. Additional local provisions in relation to capacity for providing information to the market are set out in the Supplements.10

For Nasdaq First North Growth Market Finland, see Supplement C - Finland.

2.4 Subscription and option rights

2.4.1An Issuer whose Shares are admitted to trading on Nasdaq First North Growth Market may also apply for trading in subscription and option rights11 related to the Shares and which are issued by the Issuer.

Nasdaq First North Growth Market Finland: Rule 2.4 shall not be applicable to option rights classified as securitized derivatives. Such instruments shall be governed by the applicable rulebook of Nasdaq Helsinki Ltd.

2.4.2Subscription and option rights shall fulfil the same requirements as Shares set out in 2.3.1 (b)–(e).

2.4.3An Issuer that applies to have its subscription and option rights admitted to trading shall disclose information regarding the number and class of the subscription and option rights as well as the terms and conditions.

2.5 Substantial changes to the Issuer

2.5.1If the Issuer undergoes substantial changes and, following those changes, is considered to be an entirely new entity, “change of identity”, the Exchange will require the Issuer to submit a new application and a Company Description for admission to trading and initiate a renewed review process of the Issuer’s fulfilment with the Admission Requirements in accordance with the process described in items 2.2 and 2.3.

The Exchange will, based on an overall assessment, decide whether it is a matter of a change of identity. Factors taken into consideration are typically the following:

  • Changes in ownership structure, Senior Management or assets.

  • The existing business is sold and, in connection therewith, a new business is acquired.

  • Acquired turnover or assets significantly exceed the turnover or assets of the Issuer.

  • The market value of the acquired assets significantly exceeds the market value of the Issuer.

  • The control of the Issuer is transferred from the old Senior Management and the majority of the Board of Directors changes as a result of a transaction.

Upon an overall evaluation, the occurrence of most or all of the abovementioned factors means that a change of identity is deemed to have taken place. On the other hand, the occurrence of only one or two of these factors might not be sufficient to treat the Issuer as a completely new company.

2.6 Voluntary removal of Financial Instruments from trading

2.6.1The Issuer may request that its Financial Instruments are removed from trading.

2.6.2The Exchange will decide upon the request and the time for the removal.

2.6.3Additional local provisions in relation to voluntary removal of Financial Instruments from trading are set out in the Supplements.12

Special additional requirements apply at Nasdaq First North Growth Market Denmark (Supplement D – Denmark) in terms of voluntary removal of financial instruments from trading. For Nasdaq First North Growth Market Finland see also Supplement C – Finland.

Chapter 3 Company Description

3.1 General

The Issuer shall include a Company Description, as applicable, in its application for admission to trading of shares on Nasdaq First North Growth Market. The Certified Adviser shall make sure that the Company Description contains all the information set out in this Chapter and in national legislation13, as applicable.

Nasdaq First North Growth Market Finland; see Regulation of the Ministry of Finance on the Basic Information Document (1281/2018).

3.2 The content of the Company Description

3.2.1The Company Description shall include all information that, based on the specific nature of the Issuer, is necessary to enable investors to make an informed assessment of the Issuer’s assets and liabilities, risks, financial position, Board of Directors and management, profit and losses, prospects of the Issuer and the rights attached to its securities. The Company Description shall at least include the following information.

  1. A description of the Issuer, including business model, business organization, competitive situation, most significant markets, most significant risk factors and the reasons for the decision to apply for admission to trading;

  2. the Issuer’s audited annual reports or financial statements for the last two years, as applicable, as well as the general financial trend over the last two years;

  3. the Issuer’s most recent financial report. If the Company Description is dated more than nine months after the end of the last audited financial year, it shall contain interim financial information covering at least the first six months of the financial year. The financial information shall include comparative statements for the same period in the prior financial year, as applicable;

  4. future prospects of the Issuer and comments on the financial development regarding the period covered by the financial history. If there are material changes between the periods for individual financial items, this shall be explained;

  5. a statement of capitalisation and indebtedness as of a date no earlier than 90 days prior to the date of the Company Description;

  6. pro forma financial information, if it would be required under the Prospectus Regulation. The pro forma financial information shall be accompanied by a report prepared by independent accountants or auditors;

  7. information whether the historical financial information has been audited or not;

  8. a description of the Board of Directors and the management of the Issuer, including information regarding the Board of Directors' independence in relation to the Issuer, its management and the Issuer's major shareholders;

    For the purpose of this rule, independence shall be defined in the same way as in the corporate governance code in the jurisdiction where the Issuer is seeking admission to trading, or, if the Issuer applies an equivalent corporate governance code in the country of its incorporation, that code.

  9. all information about historical, or on-going, bankruptcy, liquidation or similar procedure and also fraud or other financial crime related convictions or on-going procedures in which any person in the management and/or Board of Directors has been involved. The information shall cover at least the five preceding years;

  10. a description of significant contracts, intellectual property rights, etc.;

  11. a description of the ownership structure, including any shareholdings in the Issuer held by the Board of Directors, senior management and certified adviser;

  12. a description of any share-based incentive programs;

  13. a description of historical, ongoing and planned issues of financial instruments, including material terms and conditions. If applicable, the description shall include relevant information about the offer period, any possibility to withdraw the offer or early close of the offer, the size and the price of the offer and the use of proceed. The historical information shall cover at least the two preceding years;

  14. a description of any transactions with persons discharging managerial responsibilities in the Issuer, Board members, affiliates to such persons, major owners or another company within the same group as the Issuer, including material terms and conditions of such transactions. The information shall cover at least the same period as the historical financial information;

  15. the date of the first annual general shareholder meeting following the first day of trading as well as the scheduled date for first publication of the audited or unaudited annual earnings figures or half-yearly report following the first day of trading, as the case may be;

  16. the identity of the certified adviser and any Liquidity Provider retained by the Issuer;

  17. all relevant information about the Financial Instruments to be traded, including the Issuer's articles of association, information on the Issuer's Share Capital and breakdown by share class;

  18. other relevant information depending on specific circumstances, such as tax, litigation etc.; and

  19. an explanation stating whether or not, in its opinion, the Issuer possesses sufficient working capital for at least twelve months after the first day of trading, based on its present requirements or, if not, how it proposes to provide the additional working capital needed in order to be able to conduct the planned business. If the Issuer does not possess documented earnings capacity, it shall also be made clear how the Issuer intends to finance its operation until it is profitable.

3.2.2The Company Description shall on the first page include a disclaimer concerning the Nasdaq First North Growth Market (see Appendix D).

3.2.3The Company Description shall clearly state that it has been drawn up under the responsibility of the Issuer and that it has been reviewed by the Exchange.

3.3 Liability statement from the board of directors

3.3.1The Board of Directors shall be liable for the information provided in the Company Description and shall include, in the Company Description, a statement as to the accuracy of the Company Description. The standardized liability statement text in Appendix D shall be used for this purpose.

3.3.2Additional local provisions in relation to the liability statement are set out in the Supplements.14

For Nasdaq First North Growth Market Denmark, see Supplement D – Denmark.

3.4 Publication of the Company Description or prospectus

3.4.1Information about the Company Description or the prospectus, as applicable, shall be disclosed in an announcement.15 The Company Description or the prospectus shall be available on the Issuer’s website no later than two business days prior to the first day of trading. The disclosure shall include a direct link to the page on the Issuer’s website where the Company Description or the prospectus is available.

Additional requirements for publication of prospectuses may exist in national law.

3.4.2If the Company Description includes an offer of Shares in connection to the admission to trading, the Company Description shall be made available to the public by the Issuer at a reasonable time in advance of, and at the latest at the beginning of, the offer to the public.16

See Supplement D – Denmark.

Chapter 4 Disclosure and information requirements

4.1 Disclosure of inside information

4.1.1The Issuer shall disclose inside information in accordance with Article 17 of the Market Abuse Regulation.

4.1.2Additional local provisions in relation to disclosure of inside information are set out in the Supplements.17

For Nasdaq First North Growth Market Finland, see Supplement C – Finland, For Nasdaq First North Growth Market Denmark, see Supplement D – Denmark.

4.2 Other disclosure requirements

4.2.1Timing and methodology for disclosures

  1. Information to be disclosed in accordance with 4.2.2 to 4.4 shall be disclosed in the same manner as information disclosed in accordance with 4.1 regarding timing and methodology, unless otherwise stated.

  2. Corrections to errors in information previously disclosed by the Issuer need to be disclosed as soon as possible after the error has been noticed, unless the error is insignificant. The disclosure shall begin with information about what is being corrected.

  3. Significant changes to information previously disclosed by the Issuer shall be disclosed as soon as possible.

4.2.2General meetings of shareholders

  1. Notices to attend general meetings of shareholders shall be disclosed.

    The obligation to disclose notices to attend general meetings of shareholders applies irrespective of whether the notice 1) contains inside information or not, 2) will be sent to the shareholders by post, 3) in any other way will be made public (e.g. in a newspaper) or 4) certain information included in the notice previously has been disclosed according to these rules. The notice to attend the general meeting must always be disclosed prior to distribution and publication in news media and on the Issuers website etc.

  2. After the close of the general meeting, resolutions adopted by the general meeting shall be disclosed.

  3. The disclosure obligation applies notwithstanding that such resolutions are in accordance with previously disclosed proposals. The Issuer shall disclose information about resolutions adopted by the general meeting of shareholders unless a resolution is insignificant.

    Resolutions which should be considered insignificant or relate to meeting formalities (such as election of chairperson of the general meeting) do not need to be disclosed under this rule.

  4. Where the general meeting of shareholders has authorized the Board of Directors to decide on a specific issue, such resolution by the Board of Directors shall be disclosed.

  5. Additional local provisions are set out in the Supplements.18

For Nasdaq First North Growth Market Denmark, see Supplement D – Denmark.

4.2.3Changes in the Board of Directors, Senior Management, certified adviser, auditors and changes regarding Liquidity Enhancement

  1. The Issuer shall disclose changes to the Board of Directors.

    It is sufficient to include a proposal for a new Board member in the notice to attend the general meeting of shareholders.

    The resignation of a Board member during the election period shall be disclosed under this rule.

    An announcement regarding a new board member shall include relevant information about the experience and former positions held by that person. Such relevant information comprises, for example, information about former and present board positions as well as relevant education.

  2. The Issuer shall disclose changes to the Senior Management.

    The group of persons included in the Senior Management is dependent on the Issuer and its internal organization.

    An announcement regarding a new senior member of the management shall include relevant information about the experience and former positions held by that person. Such relevant information comprises, for example, information about former and present positions as well as relevant education.

  3. Changes of the Issuer’s certified adviser shall be disclosed.

  4. Changes of the Issuer’s auditor shall be disclosed.

  5. The Issuer shall disclose when it has entered into a new agreement on Liquidity Enhancement. The Issuer shall disclose the main terms of its agreements on Liquidity Enhancement and any changes thereto. The issuer shall disclose the termination of an agreement on Liquidity Enhancement.

    Agreements on market making entered into between a market maker and the Exchange under MiFID II is not in scope of this rule.

4.2.4Share-based incentive programs

The Issuer shall disclose any decision to introduce a share-based incentive program. The disclosure shall contain information about the most important terms and conditions of the program.

The information, which is normally included in the notice to the general meeting of shareholders, shall provide investors with information about the factors motivating management and other employees and also the dilution effects of the incentive program, in order to help investors understand the potential total liabilities under such program.

An announcement concerning a share-based incentive program shall normally contain:

  • the types of share-based incentive covered by the program;

  • the group of persons covered by the program;

  • timetable for the program;

  • the total number of financial instruments involved in the program;

  • the objectives of the share-base incentive and the principles for allotment;

  • the exercise period;

  • the exercise price;

  • the main terms and conditions; and

  • the theoretical market value of the program, including a description of how the market value has been calculated and the most important assumptions for the calculation.

4.2.5Issues of Financial Instruments

  1. The Issuer shall disclose changes in the Share Capital or the number of Shares, unless the change is insignificant. The information shall include all significant information concerning the changes.

    The transactions covered by this rule include transactions related to issuance of new Shares, capital increases, capital reductions and conversion of capital. Issues made to the Issuer itself, if permitted under applicable laws and regulations, shall also be disclosed in accordance with this rule. Proposals to change the Share Capital or the number of Shares at the general meeting will be disclosed according to section 4.2.2. The same applies for the decisions of the general meeting, which will include the decision on the changes in the Share Capital or the number of Shares. If the general meeting decides to authorize the Board of Directors to decide on a change of the Share Capital or the number of Shares within a certain timeframe, the decision on the authorization will be included in a disclosure according to section 4.2.2 as well.

    If the Board of Directors decides to use an authorization to change the Share Capital or the number of Shares, such a decision shall be disclosed in accordance with rule 4.2.1. The disclosure shall take place ahead of a possible subscription/buy-back etc. period even if this period is very short (minutes, hours or days) and even if a subscription is directed to a limited number of investors.

  2. A disclosure regarding an issue of Financial Instruments shall include all significant information concerning the transaction. Information in the announcement shall, at a minimum, include the reasons for the transaction, expected total amount to be raised/repurchased, terms and conditions for the transaction, subscription price if applicable, any agreements or commitments to participate in the transaction, time schedule, and, where relevant, to whom the issue is directed.

  3. The Issuer shall disclose the outcome of the changes in the Share Capital or the number of Shares.

    When the Issuer discloses the outcome of the transaction, the announcement should include information such as whether or not the issue has been fully subscribed, a repetition of the most significant terms and conditions for the transaction, especially in cases where a fixed price has not been used at an issue but is rather developed through a so-called book- building process.

4.2.6Decisions regarding admission to trading and removal from trading

The Issuer shall disclose information when it applies to have its Shares admitted to trading at the Exchange for the first time, and when it applies for admission to trading at another trading venue. The Issuer shall also disclose any decision to apply to remove its Financial Instruments from trading at the Exchange or another Marketplace. The Issuer shall also disclose the outcome of any such application.

The duty to comply with the disclosure requirements enters into force when the Issuer applies to have its Financial Instruments admitted to trading. The Issuer has no obligation to disclose unsolicited listings.

4.2.7Disclosure considered necessary to provide fair and orderly trading

If the Exchange considers that special circumstances exist that results in substantial uncertainty regarding the Issuer or the pricing of the Issuer’s Financial Instruments and additional information is required in order for the Exchange to be able to provide fair and orderly trading in the Financial Instruments, the Exchange can require the Issuer to disclose necessary information.

This rule applies whether or not certain information is considered inside information. By requiring the Issuer to disclose additional information, the Exchange may be able to give, or avoid giving, the Issuer’s Financial Instruments observation status or to avoid suspending trading in the Financial Instruments when special circumstances exist that results in substantial uncertainty regarding the Issuer or the pricing of the admitted Financial Instruments.

4.2.8Name and contact details of certified adviser

Any disclosure by the Issuer according to the rules in this Rulebook shall include the name of the Issuer’s certified adviser.

4.3 Annual financial report and accounting principles19

Section 4.3 does not apply to First North Growth Market Denmark. See Supplement D.

4.3.1The annual financial report shall be prepared and disclosed in accordance with applicable laws or other regulations and in accordance with generally accepted accounting principles in the Issuer's home state.20 The annual financial report must in any case, at the latest, and subject to applicable local law, be disclosed within 6 months after the end of each financial year. The disclosure shall include a direct link to the page on the Issuer's website where the annual financial report is available.

See Supplement C – Finland regarding specific timing requirements for Issuers admitted to trading at Nasdaq First North Growth Market Finland.

4.3.2If the accounting principles in the Issuer's home state cannot be regarded as generally accepted, the Exchange may demand supplementary accounting information.

4.3.3The Auditor's report shall be disclosed together with the annual financial report.

4.4 Annual financial statement release and half-yearly financial reports21

Section 4.4 does not apply to First North Growth Market Denmark. See Supplement D. See Supplement C – Finland regarding specific timing requirements for Issuers admitted to trading at Nasdaq First North Growth Market Finland.

4.4.1Timing and methodology for disclosures

  1. Information to be disclosed in accordance with 4.4 shall be disclosed in the same manner as information disclosed in accordance with 4.1 regarding timing and methodology, unless otherwise stated.

  2. Corrections to errors in information previously disclosed by the Issuer need to be disclosed as soon as possible after the error has been noticed, unless the error is insignificant. The disclosure shall begin with information about what is being corrected.

  3. Significant changes to information previously disclosed by the Issuer shall be disclosed as soon as possible.

4.4.2The Issuer shall disclose an annual financial statement release containing the most important information from the forthcoming annual financial report.

4.4.3The Issuer shall disclose a half-yearly financial report. The disclosure shall include a direct link to the page on the Issuer's website where the half-yearly financial report is available.

4.4.4Annual financial statement releases and half-yearly financial reports shall be disclosed as soon as possible after the Issuer has approved the relevant accounts, however not later than within three months from the expiry of the reporting period for annual financial statement releases and within two months for half-yearly financial reports.22 Such reports shall include a statement whether or not the Issuer's auditor has conducted a review.23

See Article 17(4) of MAR and the Commission’s Delegated Act on disclosure and for delaying disclosure of inside information.

See Supplement D – Denmark regarding specific deadlines for financial reports.

4.4.5If the Issuer decides to disclose quarterly financial reports, the requirements set out in 4.4.3 for half-yearly financial reports shall apply, and the quarterly financial reports shall in such circumstances also include the information set out for half-yearly financial reports in 4.4.6 (whereby references to half-yearly financial reports and periods in that rule shall be construed as referring to quarterly financial reports and periods).

4.4.6Annual financial statement releases and half-yearly financial reports shall always include:

  1. summarized income statement for the financial year (year-to-date figures) and the most recent half-yearly period, including comparative figures for the same period during the previous financial year;

  2. the balance sheet in summary as of the close of the current reporting period, including comparative figures from the close of the most recent financial year;

  3. a cash flow statement in summary for the financial year (year-to-date figures), including comparative figures for the same period during the previous financial year;

  4. a summary report showing changes in equity during the financial year (year-to-date figures), including comparative figures for the same period during the previous financial year;

  5. the net earnings per Share for the financial year (year-to-date figures) and the half-yearly period including comparative figures for the same period during the previous financial year. Information shall be provided before and after the dilution effects of outstanding convertible debentures, corporate warrants, and suchlike where such dilution significantly reduces earnings per Share;

  6. information regarding the number of outstanding Shares at the close of the reporting period and the average number of outstanding Shares for the financial year (year-to-date figures) and half-yearly period, including comparative figures for the same period during the previous financial year. The information shall be provided both before and after the exercise of outstanding convertible debentures, corporate warrants, unless such increase is insignificant;

  7. explanations of the earnings trend and financial position during the most recent financial year or half-yearly period, including, if applicable, the effect of significant extraordinary events; and

  8. where information relating to the future is provided, the corresponding information provided in the previous report as well as any changes published since the previous report should also be stated.

4.4.7In addition to requirements set in 4.4.6 above, annual financial statement releases shall always include:

  1. proposed allocation of profits, if applicable;

  2. information in respect of the planned date of the annual general meeting of the shareholders; and

  3. information as to where and when the annual financial report and the other financial reports will be made available to the public.

4.4.8The complete annual financial statement release, half-yearly financial report, or quarterly financial report shall be attached to the announcement disclosing the financial information in section 4.4.6.

4.4.9Additional local provisions in relation financial reports are set out in the Supplements.24

For Nasdaq First North Growth Market Finland, see Supplement C – Finland.

4.5 Company calendar

The Issuer shall publish a company calendar listing the dates the Issuer expects to disclose its financial reports and the date of the annual general meeting. The company calendar shall be published prior to the start of each financial year.

The publication of the company calendar shall be made on the Issuer’s website. If changes are made to a pre-announced date, the Issuer shall publish an updated company calendar as soon as possible. If a change is made within two weeks of a pre-announced date or of the new date, the Issuer shall disclose the new date in an announcement, including the reasons for the changed date if possible, in the same manner as set out in 4.2.1. All dates shall remain in the calendar throughout the year.

4.6 Website

4.6.1The Issuer must have its own website on which all disclosed information from the Issuer to the market shall be available for at least 5 years.

4.6.2Financial reports and other information provided for distribution to shareholders shall be available on the website for at least 5 years and for at least 10 years for prospectuses and the Company Description. Direct links, which have been included in the initial disclosure, to the page on the Issuer's website where financial reports are available, shall be valid for at least 5 years and for at least 10 years for prospectuses and the Company Description.

4.6.3The website shall also include the Issuer's Articles of Association, company calendar (cf. 4.5) the name and contact details of the certified adviser, and details of the current Board of Directors and Senior Management that shall include:

  1. position with the Issuer and other significant positions;

  2. education and experience;

  3. Shares and other financial instruments issued by the Issuer held by such persons and/or closely-related parties;

  4. information regarding the dependency or independence of directors (in relation to the Issuer and Senior Management and major shareholders); and

  5. year of commencement of the position.

For the purpose of this rule, independence shall be defined in the same way as in the corporate governance code in the jurisdiction where the Issuer has its Financial Instruments admitted to trading, or, if the Issuer applies an equivalent corporate governance code in the country of its incorporation, that code.

4.7 Language

4.7.1The Issuer shall disclose announcements under the rules in this Rulebook in a language that is accepted by the Exchange as set out in Supplements A–D.

Chapter 5 Certified adviser

5.1 General

5.1.1The requirements set forth in this section constitute minimum requirements for the granting of permission to operate as a certified adviser on Nasdaq First North Growth Market. In addition to these obligations, a certified adviser may be subject to other statutory or regulatory obligations in the jurisdiction in which it operates.

5.1.2The Exchange grants the status of certified adviser after an overall assessment of the applicant. Irrespective of whether an applicant satisfies all the requirements, the Exchange shall be entitled to reject the application if it concludes that approval of the applicant might damage public confidence in the Exchange, Nasdaq First North Growth Market or the securities market.

5.1.3The certified adviser shall guide, support and update the Issuer on its obligations according to the rules of this Rulebook, and monitor the Issuer’s fulfilment of the same rules.

5.2 Requirements regarding the certified adviser

5.2.1In order to be approved and operate as a certified adviser, the applicant shall on a continuous basis:

  1. be a legal person considered suitable by the Exchange to operate as a certified adviser, with sufficient financial resources to carry out its ongoing business for a period of at least twelve months, and fulfil the requirements in the rules in this Rulebook;

  2. have an adequate number of Designated Contact Persons, however not less than two full- time engagements;

  3. ensure that the Designated Contact Persons fulfil the requirements set out in the rules in this Rulebook;

  4. have in place internal procedures that describes how the function as certified adviser is performed under the rules in this Rulebook, including the obligations set out in Section 5.4–5.5 (the admission process and ongoing obligations);

  5. have in place internal procedures regarding documentation and storage of information in the function as certified adviser;

  6. document all contacts, monitoring activities and other measures taken in relation to the Issuer in the function as certified adviser, and store such information in a safe and readily available manner for at least five years;

  7. have in place internal procedures, organization and routines to identify and mitigate any conflicts of interests in the function as certified adviser;

  8. have in place internal rules regarding trading in Financial Instruments in Issuers for which the firm acts as certified adviser;

  9. take appropriate measures to prevent disclosure of inside information and other confidential or sensitive information unless required by law or the rules in this Rulebook;

  10. co-operate with the Exchange in any inquiry regarding its function as certified adviser, including its relationship with the Issuer;

  11. co-operate with the Exchange in order to maintain the quality and integrity of the Exchange and Nasdaq First North Growth Market; and

  12. fulfil its obligations in accordance with the latest versions of the rules in this Rulebook as applicable from time to time.

5.2.2The applicant shall submit a complete and signed application to the Exchange via the Nasdaq Listing Center, or as described by the Exchange, in accordance with the instructions provided in the Nasdaq Listing Center, as applicable from time to time. The Exchange shall, within four weeks, decide whether the applicant meets the requirements.

5.3 Requirements regarding the Designated Contact Person(s)

5.3.1The Designated Contact Person(s) shall:

  1. be deemed as fit and proper;

  2. have at least two years' experience of issuers' disclosure obligations, compliance, capital structure, strategy, acquisitions and sale of companies, or related consultancy services;

  3. possess proven experience within the last two years of at least one equity-based transaction involving preparation of information material intended to be made available to the market; and

  4. attend a seminar and undertake education and training provided by the Exchange regarding the rules in this Rulebook and other relevant requirements.

5.4 The certified adviser’s obligation in the admission process

In the admission process of a new Issuer, the certified adviser shall:

  1. review and ensure that the Admission Requirements for Nasdaq First North Growth Market set out in Chapter 2 are fulfilled;

  2. provide the Exchange with a complete request for admission assessment and application for admission to trading in accordance with Chapter 2;

  3. ensure that a Company Description or prospectus, as applicable, is prepared in accordance with Chapter 3 and applicable legislation, and that such Company Description or prospectus, as applicable, contains all the information required by the rules in this Rulebook, as well as to the extent possible validate and ensure that the information provided in the Company Description or the prospectus is true and accurate; and

  4. inform (e.g. by means of a due diligence report) about all circumstances relevant for the assessment of the Issuer's fulfilment of the Admission Requirements for Nasdaq First North Growth Market set out in Chapter 2 and the Issuer's overall suitability.

5.5 The certified adviser’s ongoing obligations

5.5.1The certified adviser shall continuously guide, support and update the Issuer on its obligations according to the rules in this Rulebook.

5.5.2In relation to the ongoing monitoring of the Issuer, the certified adviser shall on a continuous basis:

  1. review and assess the Issuer's compliance with the Admission Requirements for Nasdaq First North Growth Market set out in Chapter 2;

  2. review and assess the Issuer's compliance with the disclosure requirements for Nasdaq First North Growth Market set out in Chapter 4;

  3. contact the Exchange immediately in the event the certified adviser suspects that the Issuer has violated the rules in this Rulebook;

  4. contact the Exchange immediately in the event the certified adviser is aware of circumstances regarding an Issuer that might necessitate suspension of trading or observation status, or in the event an Issuer intends to disclose information that is assumed to be of extraordinary importance for the Issuer;

  5. upon request assist the Exchange in investigating the Issuer's compliance with the rules in this Rulebook;

  6. have at least one Designated Contact Person available during trading hours to answer any queries from the Exchange, the Issuer or the market; and

  7. ensure that the information provided by the Issuer as required in 6.2.4, is prepared in an adequate manner and submit the information to the Exchange as soon as possible.

5.6 Independence

5.6.1The certified adviser, and the group of companies which the certified adviser is part of, is not allowed to own Shares or share-related financial instruments in the Issuer for which it acts as certified adviser.

5.6.2Notwithstanding 5.6.1 the certified adviser and the group of companies which the certified adviser is part of, may own Shares or share-related financial instruments in the Issuer, provided that there are adequate safeguards in place to prevent any conflict of interests, and that such holdings does not amount to 10 percent or more of the Shares or voting rights in the Issuer. The certified adviser shall provide the Exchange with information about the group’s holdings. The Exchange will make the information public at least once a year.

5.6.3Acquisition of financial instruments for the purpose of acting as an underwriter or as an equivalent guarantor in case of a public offering shall not be subject to the restrictions set out in 5.6.1 and 5.6.2. In such circumstances, the certified adviser shall take appropriate measures to reduce its holdings whenever possible according to prevailing market conditions.

5.6.4Neither a direct or indirect owner of more than 10 percent of the Shares in a certified adviser nor any person involved in the function as certified adviser may be a member of the Board of Directors in an Issuer to which the certified adviser acts as certified adviser or be a CEO or deputy CEO in such an Issuer.

The purpose of this rule is to ensure that there cannot be a situation where the certified adviser has to monitor an Issuer in accordance with the rules in this Rulebook and at the same time serve as a Board or management member in that Issuer. Any person involved in the function as certified adviser means any person that is involved in the function as certified adviser for that Issuer no matter how that person is related to the certified adviser in terms of employment, consultancy, freelance-work etc.

5.6.5No person involved in the function as certified adviser are allowed to acquire or divest the Shares or share-related financial instruments of any Issuer for which the firm acts as certified adviser.

5.6.6A Designated Contact Person involved in the function as certified adviser for a specific Issuer may be engaged in other advisory functions in relation to the same Issuer only if such engagement does not risk a conflict of interest in relation to the engagement as certified adviser.

5.7 Notification to the Exchange regarding changes in the organization of a certified adviser

5.7.1The certified adviser shall notify the Exchange of any change that affects the certified adviser’s possibility to perform its function, including any disciplinary proceeding, change in personnel and/or organization, any circumstances that might give rise to concern regarding the independence of the certified adviser or any conflict of interest vis-à-vis the Issuer, or non-compliance with the rules set out in this Chapter 5.

5.7.2The certified adviser is responsible to notify the Exchange of any changes regarding the Designated Contact Persons immediately.

5.8 Review of certified adviser

5.8.1The certified adviser may be subject to a formal review by the Exchange to ensure that it fully complies with its responsibilities under the rules in this Rulebook.

5.8.2The Exchange shall, upon request, be given immediate access to all information that the Exchange deems necessary in order to assess the certified adviser, including any information about the Issuer, and shall also be given access to the certified adviser’s premises in order to fulfil its supervisory obligation.

5.8.3Information received by the Exchange from the certified adviser pursuant to a confidentiality undertaking may not be disclosed by the Exchange to any third party without the consent of the Issuer and/or the certified adviser. However, if required by applicable law, the information shall at all times be available to the competent authority, including but not limited to the relevant Financial Supervisory Authority, in its capacity as the supervisory authority.

5.9 Termination of the agreement with an Issuer

5.9.1Where:

  1. a certified adviser has terminated its agreement with an Issuer or

  2. an Issuer has terminated its agreement with a certified adviser

for the certified adviser to act as certified adviser to that Issuer, the certified adviser or Issuer (as the case may be) effecting the termination shall communicate that fact to the Exchange in writing as soon as possible, including the reasons for the decision to terminate the agreement.

5.9.2If not otherwise granted by the Exchange, the certified adviser shall permit the Issuer not less than three months to procure the services of a new certified adviser before a termination of the agreement with the Issuer may become effective.

5.10 Application and annual fees

5.10.1An application to become a certified adviser is free of charge for members of any of the Exchanges.

5.10.2Entities that are not members shall, simultaneously with the submission of an application to become a certified adviser, pay a fee to the Exchange in order for its application to be processed. This fee is non-refundable regardless of whether or not the applicant is subsequently approved as a certified adviser.

5.10.3All certified advisers shall pay annual fees and other fees to the Exchange in accordance with the applicable price list in force from time to time.

Chapter 6 Surveillance actions and issuer’s obligation to provide information to the Exchange and the certified advisor

6.1 General

6.1.1The Issuer shall upon request by the Exchange supply the Exchange with any information it requires for the assessment or surveillance of the Issuer.

Upon the Exchange’s request, the Issuer is required to provide the Exchange with all information necessary to assess the Issuer’s compliance with the Rulebook and to be able to decide on appropriate surveillance actions. The requirement is also relevant for the Issuer’s obligations in relation to law, other regulations and good practice in securities markets (where applicable). If the information requested is confidential or constitutes inside information, the company shall still supply the Exchange with that information. Confidentiality rules in applicable local legislation prohibit disclosure or dissemination of confidential information or inside information by the Exchange and its employees. However, the Exchange in its capacity as a supervised entity is under an obligation to submit information, even if it is confidential, to the respective Financial Supervisory Authorities or any other authority if required by law.

6.1.2The Issuer shall inform the certified adviser about the Issuer and its business and also provide all information to enable the certified adviser to fulfil its responsibilities as set forth in the rules in this Rulebook.

6.1.3Information disclosed according to the rules in this Rulebook shall simultaneously with the disclosure be provided to the certified adviser and the Exchange for surveillance purposes in a manner prescribed by the Exchange.

6.2 Specific obligations

6.2.1Suspension of trading

The Issuer shall notify the Exchange and the certified adviser immediately of circumstances that might necessitate a suspension of trading, such as a suspected or concluded leakage of inside information.

6.2.2Change of identity

The Issuer shall inform the Exchange of any substantial changes that might lead to a change of identity as soon as the Issuer becomes aware of it.

6.2.3Disclosure of extraordinary information

If an Issuer intends to disclose information that is assumed to be of extraordinary importance for the Issuer, the Issuer shall notify the Exchange and the certified adviser as soon as practically possible before the information is disclosed.

6.2.4Corporate actions

The Issuer shall notify the certified adviser as soon as possible in respect of new issues, name changes, splits and other similar corporate actions.25 The certified adviser is responsible for notifying the Exchange, which undertakes to disseminate the information to the market.

Templates available on Nasdaq First North Growth Market’s website.

6.2.5Decisions to delay disclosure of inside information

The Issuer shall notify the certified adviser if it decides to delay a disclosure of inside information.

6.2.6Decision to apply for delisting

In the event the Issuer's Board of Directors decides to apply for removal of the Financial Instruments from trading on Nasdaq First North Growth Market, the Issuer must contact the Exchange immediately.

6.3 Observation status

6.3.1The Exchange may decide to give an Issuer observation status if:

  1. circumstances justifying the removal of the Issuer’s Financial Instruments from trading on Nasdaq First North Growth Market pursuant to 8.2.1;

  2. circumstances justifying the removal of the Issuer’s Financial Instruments from trading on Nasdaq First North Growth Market pursuant to 8.2.7;

  3. the Issuer has applied to have its Financial Instruments removed from Nasdaq First North Growth Market;

  4. the Issuer has disclosed its intention to merge through absorption, enter into liquidation or delist its Financial Instruments from Nasdaq First North Growth Market;

  5. the Issuer is subject to a public takeover offer or a bidder has disclosed its intention to make a public takeover offer in respect of the Issuer;

  6. the Issuer has been the subject of a reverse take-over or otherwise plans to make or has been subject to an extensive change in its business or organization so that the Issuer upon an overall assessment appears to be an entirely new company;

  7. there is a material adverse uncertainty in respect of the Issuer’s financial position; or

  8. any other circumstance exists that results in substantial uncertainty regarding the Issuer or the pricing of its Financial Instruments traded on Nasdaq First North Growth Market.

6.3.2Unless special circumstances exist, observation status shall last for a limited period, normally not more than six months.

6.4 Suspension of trading

6.4.1Additional local provisions in relation to suspension of trading are set out in the Supplements.26

For Nasdaq First North Growth Market Denmark, see Supplement D – Denmark.

Chapter 7 Nasdaq First North Premier Growth Market Segment

7.1 General

7.1.1Nasdaq First North Premier Growth Market is a segment within Nasdaq First North Growth Market.

7.1.2In addition to the Nasdaq First North Growth Market Rulebook, the following shall apply to Issuers whose Financial Instruments are traded on the Nasdaq First North Premier Growth Market segment.

7.2 Additional requirements for Nasdaq First North Premier Growth Market

7.2.1Admission requirements

In addition to the Admission Requirements an Issuer shall:

  1. Before being placed in the Nasdaq First North Premier Growth Market segment, apply IFRS for accounting and financial reports and have at least one reviewed financial report (for example a quarterly report or a semi-annual report) prepared in accordance with IFRS.

  2. On a continuous basis have at least 25 percent of the Shares in the share class to be traded held in Public Hands.

    The Exchange may accept a percentage lower than 25 percent of the Financial Instruments if it is satisfied that the market will operate properly with a lower percentage in view of the large number of Financial Instruments that are distributed to the public.

  3. On a continuous basis have a market value of at least EUR 10 million.

  4. Apply the local corporate governance code in the country where it is incorporated.27

For Issuers whose financial instruments have been approved for trading on the Nasdaq First North Premier Growth Market segment before July 1, 2018 the requirement applies as of July 1, 2019.

7.2.2Application for trading on Nasdaq First North Premier Growth Market segment

The Issuer and the certified adviser shall sign Appendix F – Application for trading on Nasdaq First North Premier Growth Market segment, and the certified adviser shall submit the application together with the Issuer’s latest reviewed financial report, prepared in accordance with IFRS (7.2.1 above).

7.2.3Admission

A decision to place an Issuer’s Financial Instruments in the Nasdaq First North Premier Growth Market segment shall be taken by the Exchange.

7.3 Disclosure Requirements on The Nasdaq First North Premier Growth Market Segment

7.3.1An Issuer on the Nasdaq First North Premier Growth Market segment undertakes to follow the Disclosure Rules applicable to the regulated market operated by the Exchange, instead of the Disclosure and information requirements set out in Chapter 4 of the Nasdaq First North Growth Market Rulebook.

7.3.2Despite what is stated above, an Issuer on the Nasdaq First North Premier Growth Market segment shall apply the following sections of Chapter 4 of the Nasdaq First North Growth Market Rulebook:

4.2.3 (Changes in the Board of Directors, Senior Management, certified adviser, auditors, etc.).

4.2.8 (Name and contact details of certified adviser).

4.6 (Website).

4.7 (Language).

6.1 (Information to the Exchange or the certified adviser).28

Additionally, the rule 4.2 of the Supplement C – Finland shall be applicable to the issuer admitted to trading on the Premier Segment of Nasdaq First North Growth Market Finland.

7.4 Obligations of a certified adviser

7.4.1All references to the “rules in this Rulebook” or “Nasdaq First North Growth Market” in Chapter 5 of the Nasdaq First North Growth Market Rulebook shall in this respect include the Nasdaq First North Premier Growth Market segment and the rules and requirements applicable to the Premier segment.

7.4.2In addition to the obligations of a certified adviser in Chapter 5 of the Nasdaq First North Growth Market Rulebook, the certified adviser shall:

  • ensure that the Issuer signs the undertaking to comply with the rules for Nasdaq First North Premier Growth Market, Chapter 7; and

  • monitor the Issuer’s compliance with the Disclosure Rules applicable to the regulated market operated by the Exchange.

7.5 Removal of Financial Instruments from trading on Nasdaq First North Premier Growth Market

If an Issuer on the Nasdaq First North Premier Growth Market segment fails to comply with the requirements in this Chapter 7, the Exchange can, apart from the sanctions in Chapter 8 of the Nasdaq First North Growth Market Rulebook, decide that the Issuer’s Financial Instruments shall no longer be traded in the Premier segment.

Chapter 8 Sanctions and administrative decisions

8.1 Sanctions towards certified advisers

8.1.1If a certified adviser fails to comply with the rules in this Rulebook, the Exchange may impose the following sanctions:

  1. reprimand, where the breach is of a less serious nature or is excusable;

  2. fines in accordance with the relevant provisions in the Supplements; and

  3. cancellation of the permission to act as a certified adviser, where the certified adviser has committed a serious breach of the rules in this Rulebook, or if the certified adviser through its failure to comply may damage or has damaged public confidence in the Exchange, Nasdaq First North Growth Market or the securities markets.

8.1.2When determining the amount of a fine pursuant to paragraph (ii) of 8.1.1, the Exchange shall take into consideration the seriousness of the breach and any other relevant circumstances.

8.1.3The Exchange may publish a decision made pursuant to 8.1.1.

8.1.4Additional provisions on sanctions are set out in the Supplements.29

For Nasdaq First North Growth Market Sweden, see Supplement B – Sweden, For Nasdaq First North Growth Market Finland, see Supplement C – Finland.

8.2 Sanctions and administrative decisions towards Issuers

8.2.1Sanctions towards Issuers.

If an Issuer fails to comply with the rules in this Rulebook, the Exchange may impose the following sanctions:

  1. reprimand, where the breach is of a less serious nature or is excusable;

  2. fines in accordance with the relevant provisions in the Supplements; and

  3. the removal of the Issuer’s Financial Instruments from trading on Nasdaq First North Growth Market, where the Issuer has committed a serious breach of the rules in this Rulebook, or if the Issuer through its failure to comply may damage or has damaged public confidence in the Exchange, Nasdaq First North Growth Market or the securities markets.

8.2.2When determining the amount of a fine pursuant to paragraph (ii) of 8.2.1, the Exchange shall take into consideration the seriousness of the breach and any other relevant circumstances.

8.2.3When the Exchange initiates a process regarding the removal of an Issuer’s Financial Instrument from trading on Nasdaq First North Growth Market pursuant to paragraph (iii) of 8.2.1, the Exchange shall give the Issuer observation status. For Issuers with observation status, 6.3 applies.

8.2.4Sanctions under paragraph (iii) of 8.2.1 shall not be imposed if such removal would be likely to cause significant damage to the investors’ interests or the orderly functioning of the market.

8.2.5The Exchange may publish a decision made pursuant to 8.2.1.

8.2.6Additional provisions on sanctions are set out in the Supplements.30

For Nasdaq First North Growth Market Sweden, see Supplement B – Sweden, For Nasdaq First North Growth Market Finland, see Supplement C – Finland.

8.2.7Administrative decisions in respect of an Issuer.

In the event an Issuer materially no longer meets the applicable Admission Requirements, an administrative decision may be made to remove the Issuer’s Financial Instruments from trading on Nasdaq First North Growth Market.

Factors to be considered may, among other things, include the following situations:

  • The Issuer has not entered into an agreement with a certified adviser when the termination of the agreement with the previous adviser has become effective.

  • The Issuer is the subject of insolvency.

  • A change of identity has been deemed to have taken place and the Issuer has failed to submit a new application in accordance with 2.5.1 or such an application has been rejected by the Exchange.

  1. Before the Exchange removes an Issuer’s Financial Instruments from trading on Nasdaq First North Growth Market pursuant to 8.2.7, the Exchange shall give the Issuer observation status. For Issuers with observation status, 6.3 applies.

  2. A decision pursuant to 8.2.7 shall not be made if, in the Exchange’s view, such a decision would generally be inappropriate having regard to the interests of investors or the market or if such a decision otherwise would be contrary to applicable legislation.

  3. Additional provisions on administrative decisions are set out in the Supplements.31

For Nasdaq First North Growth Market Sweden, see Supplement B – Sweden, For Nasdaq First North Growth Market Finland, see Supplement C – Finland.

8.3 Procedures

8.3.1A certified adviser and an Issuer shall be entitled to provide comments before any sanction or administrative decision is imposed by the Exchange.

8.3.2The procedure for handling sanctions and administrative decisions towards certified advisers according to Section 8.1 and towards Issuers according to Section 8.2 may differ between the Exchanges due to differences in law, other regulation or differences in the Exchange’s organization.

8.3.3Additional provisions on procedures are set out in the Supplements.32

For Nasdaq First North Growth Market Iceland, see Supplement A – Iceland, For Nasdaq First North Growth Market Sweden, see Supplement B – Sweden, For Nasdaq First North Growth Market Finland, see Supplement C – Finland.

[Supplement A avser Island och återges ej här; red.anm.]

Supplement B Sweden

In addition to the rules stated in Chapter 1, 2, 4, and 7 the following also applies on Nasdaq First North Growth Market Sweden operated by Nasdaq Stockholm.

In accordance with Swedish law, Issuers whose Financial Instruments are admitted to trading on Nasdaq First North Growth Market Sweden are not subject to, for example, flagging requirements, IFRS or the Swedish Takeover Act.

The Swedish Corporate Governance Board has, however, issued rules regarding public takeover offers applicable when someone make a public takeover offer to holders of Shares issued by an Issuer which, following the application by that Issuer, are traded on a Swedish Multilateral Trading Facility, such as Nasdaq First North Growth Market. The rules are available at http://www.bolagsstyrning.se/. Furthermore, Issuers whose Financial Instruments are traded on Nasdaq First North Growth Market Sweden must comply with generally acceptable behavior in the Swedish Securities market. Generally acceptable behavior is defined as the actual standard practice in the stock market for the behavior of listed companies. Such standard practice could, for example, gain expression in the comments issued by the Swedish Securities Council and recommendations from the Swedish Financial Reporting Board and the Swedish Corporate Governance Board.

1. General provisions

1.5 Dispute resolution

Any dispute, controversy or claim arising out of or in connection with the rules in this Rulebook, or any breach, termination or invalidity thereof, shall be conclusively settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. The place of arbitration shall be Stockholm. The language to be used in the arbitral proceedings shall be Swedish.

2. Admission to and voluntary removal of Financial Instruments from trading on Nasdaq First North Growth Market

2.2 The admission process

2.2.4The Issuer shall apply for admission to trading at the latest on the business day prior to the first day of trading of the Issuer’s Financial Instruments. As agreed with the Exchange, the certified adviser shall, on behalf of the Issuer, submit the application for admission to trading via the Nasdaq Listing Center, or as designated by the Exchange, in accordance with the instructions provided in the Nasdaq Listing Center as applicable from time to time.

2.5.1 Substantial changes to the IssuerThe Issuer may not finalize any actions leading to substantial change prior to the Exchange’s decision upon the Issuers’ renewed application on admission to trading approval.

Admission of US Shares

  1.  

    1. A request for admission assessment relating to US Shares shall include:

      1. the statement of the Issuer (the "Issuer's Cat 3 Inclusion Statement") that trading in the shares is subject to US Restrictions, or similar restrictions on trading, together with the legal basis for such statement;

      2. where trading in the shares is subject to such US Restrictions, the Issuer’s request shall be for the inclusion of the shares in the Market Segment US Shares; and

      3. a separate statement from the relevant investment bank, investment firm or financial advisor retained by the Issuer confirming that trading in the shares is subject to US Restrictions, or similar restrictions on trading, and the legal basis for such US Restrictions.

    2. The Issuer's Cat 3 Inclusion Statement referred to in sub-paragraph 1. (a) (i) above shall include:

      1. wording to the effect that the Issuer and the investment bank, investment firm or financial advisor making the statements have sole responsibility for the accuracy, reliability and conformity of the information contained in the statements with respect to the factual and legal circumstances;

      2. information on the type and scope of the US Restrictions applicable to the shares, together with the legal basis, provided that, in the opinion of the Issuer, such US Restrictions do not prevent the transferability of the shares;

      3. an assurance from the Issuer that none of its shares in certificated form will be transferred by its registrar or transfer agent without the client statement set out in Exhibit 3 to the Terms and conditions for trading on Market Segment US Shares, as the case may be; and

      4. information on the expected expiry date of the US Restrictions applicable to the trading of the shares referred to in sub-paragraph 1. (b) (ii) above.

    3. The Issuer shall promptly update the information (including as to the expected expiry date of the US Restrictions) contained in Issuer’s Cat 3 Inclusion Statement referred to in sub- paragraph 1. (a) (i) above if circumstances change and notify the Exchange of any update.

    4. The Issuer shall publish a notice summarizing the Issuer's Cat 3 Inclusion Statement and the updates referred to in sub-paragraph 1. (b) (iv), on its website.

  2.  

    1. The Exchange may remove US shares from the Market Segment US Shares upon the written request of the Issuer (the "Issuer's Cat 3 Removal Statement"). In such event, the relevant shares will be included in the appropriate trading segment.

    2. The Issuer's Cat 3 Removal Statement shall include a confirmation to the effect that the US Restrictions applicable to the shares of the Issuer proposed to be removed from the Market Segment US Shares have ceased, together with the legal basis for such statement, and shall include wording to the effect that the Issuer has sole responsibility for the accuracy, reliability and conformity of the information contained in the statement with respect to the factual and legal circumstances.

    3. The Issuer shall publish a notice summarizing the Issuer's Cat 3 Removal Statement on the Issuer's website.

    4. Where the shares of the Issuer are no longer subject to US Restrictions, the Exchange will determine the new trading segment for the shares, as well as the abbreviated name and the designation under which such shares shall be traded when they are no longer included in the Market Segment US Shares.

    5. Any determination by the Exchange relating to a change of trading segment will be published by the Exchange on its website for the information of Members and other trading participants not later than three (3) trading days before its effective date.

    6. An Issuer whose US Shares have been removed from the Market Segment US Shares shall be returned to the Market Segment US Shares in the event of an action that would result in the imposition of US Restrictions.

    7. The Issuer undertake to notify the Exchange in a timely manner prior to taking any action that would result in the imposition of US Restriction in order for the Exchange to coordinate the transfer of the US Shares, upon which the Issuer shall provide a new Issuer's Cat 3 Inclusion Statement according to 1. (b) and otherwise comply with 1. (b) and (d) above.

Definitions:

Regulation S

Category 3 of Regulation S under the Securities Act.

Rule 144A

Rule 144A under the Securities Act.

Securities Act

United States Securities Act of 1933, as amended.

US Restrictions

The trading restrictions applicable to US Shares set out in Exhibit 1 and Exhibit 2 to the Nasdaq Nordic Member Rules, as the case may be.

US Shares

Shares subject to the requirements of (1) Regulation S or (2) Regulation S and Rule 144A.

4. Disclosure and information requirements

4.7 Language

The Issuer shall publish announcements in Swedish, Danish, Norwegian or English.

8. Sanctions and administrative decisions

8.1 Sanctions towards certified advisers

The Exchange may impose the sanctions set out in (i)-(iii) of 8.1.1 also in situations where a certified adviser that has already been granted permission to operate, despite fulfilling all requirements, is considered to damage public confidence in the Exchange, Nasdaq First North Growth Market or the securities markets in general.

8.2 Sanctions towards Issuers

The Exchange may impose the sanctions set out in (i)-(iii) of 8.2 also in situations where an already admitted Issuer, despite fulfilling all Admission Requirements, is considered to damage public confidence in the Exchange, Nasdaq First North Growth Market or the securities markets in general.

8.3 Procedures

The Disciplinary Committee of the Exchange is responsible for decisions to impose a fine on a certified adviser or an Issuer; or to remove Financial Instruments from admission to trading on Nasdaq First North Growth Market; and to terminate the agreement with a certified adviser in accordance with paragraph (iii) of 8.1.1. The decision to bring matters before the Disciplinary Committee and to issue reprimands will be the responsibility of the Head of Surveillance at the Exchange.

The Head of Surveillance at the Exchange shall make administrative decisions pursuant to this section.

[Supplement C avser Finland och återges ej här; red.anm.]

[Supplement D avser Danmark och återges ej här; red.anm.]

Appendix A Information that shall be included in the agreement between the certified adviser and the Issuer

The agreement between the certified adviser and the Issuer shall, as a minimum, contain the following information:

[certified adviser] and [the Issuer] have agreed that the certified adviser shall fulfil all the responsibilities of certified adviser vis-à-vis the Issuer as set forth in the Nasdaq First North Growth Market Rulebook. In conjunction therewith, the Issuer agrees that it will perform its obligations as set forth in the rules in this Rulebook and its obligations vis-à-vis the certified adviser as set forth in this agreement.

Obligations

The Issuer shall:

  1. fully cooperate with the certified adviser in the fulfilment of its responsibilities as set forth in the rules in this Rulebook;

  2. inform the certified adviser about the Issuer and its business and also provide all information to enable the certified adviser to fulfil its responsibilities as set forth in the rules in this Rulebook;

  3. comply with any amendment or addendum to the rules in this Rulebook; and

  4. give its explicit consent that the certified adviser can inform the Exchange according to Section 5.2, 5.4 and 5.5 of the rules in this Rulebook.

[Appendix B–G återges ej här; red.anm.]