Omani Qatari Telecommunications Company SAOG (“Ooredoo” or “the company”) commits to providing timely, credible, orderly, and reasonably complete information consistent with legal and regulatory requirements to assist in the maintenance of an orderly market in its shares listed on the MSM. It is intended that disclosure be evenhanded in its description of positive and negative performance and that all parties in the investment community have fair access to this information. This disclosure policy is issued by the company pursuant to the “Provisions for Disclosure of Issuers of Securities and Insider Trading” contained within Capital Markets Authority Decision No 1/2009 Issuing Executive Regulation of the Capital Market Law (“the Regulations”).
The goal of this policy is to develop and maintain reasonable market expectations of the company’s current trading and future prospects. This will be achieved through making disclosure on a widely disseminated basis; through a realistic understanding of prospects for future performance and by ensuring that information does not intentionally or unintentionally mislead investors. It is a responsibility of the Board of Directors to ensure compliance with the Regulations and to set out this disclosure policy. [Part VII Article 307 of the Regulations].
Material information is precise information, which is not generally available and relates to the company’s business that would reasonably be expected to affect the value of the shares or influence investors’ decisions to invest. It would include for example; a merger, an acquisition or joint venture, an attempt or offer to acquire a company, a stock dividend, earnings or dividends of an unusual nature, the acquisition or loss of a significant contract, the entry or exit from a significant segment of the company’s market, a significant new product or innovation, significant damage to the company’s assets or operational capacity, a change in control or a significant change in management, significant judicial or administrative decision, the sale of a significant amount of additional securities, the purchase or sale of significant assets.
As required by the CMA material information shall be disclosed by written announcement in Arabic & English to be sent to the MSM through the electronic transmission system. It will also be published on the company’s website and distributed to the media.
This policy covers all employees of the company and the Board of Directors. It covers disclosures in MSM filed paper documents, through web postings on the MSM’s electronic transmission system and written statements made in the company’s annual and quarterly reports, news and earnings releases, letters to shareholders, speeches and presentations by management and information contained in the company’s website. It covers oral statements made in group and individual meetings with analysts and investors, phone calls with analysts and investors and interviews with the media as well as press conferences and press releases.
As required by Article (308) of the Regulations, the Board of Directors has designated the Chairman, the Chief Executive Officer, The Chief Operations Officer, the Chief Financial Officer and the Investor Relations Manager[and any other board nominees] as spokespersons for the company to handle communication with the CMA, MSM, investors, analysts and the press. The company will inform CMA of the identity of the company spokespersons. Others within the company may, from time to time, as designated by the Chief Executive Officer speak on behalf of the company to respond to specific inquiries from the investment community or the media.
Employees, other than the authorised spokespersons, will be instructed that they are not to respond under any circumstances to inquiries from either investment community or the media. All employees will be informed in writing who the authorised spokespersons are, and employees (other than those authorised to do so) are not to respond to enquiries from or discuss matters related to the company with representatives of the investment community or media. They will be instructed to refer to all such queries to an authorised spokesperson.
A news release will be issued on material developments, unless the Chief Executive Officer determines that such development must remain confidential for the time being and appropriate control of that insider information is instituted. Should a material oral statement be made in a selective forum, the company will immediately issue a news release in order to fully publicly disclose that information. Under normal circumstances, a news release containing new material information will be reviewed and approved by the Chief Executive Officer and retained as part of the company’s records of disclosure. The news release will be transmitted to the MSM, the media and posted on the company’s website.
Circumstances may arise in which the company may be justified in delaying immediate disclosure of information on grounds of business confidentiality necessary to achieve corporate objectives, for example the preliminary negotiation concerning an acquisition or merger.
The company may withhold material information for legitimate business purposes, which benefit the company and therefore its shareholders. The company will ensure that professional advisers and other outside parties who are likely to receive price sensitive information as a result of their relationship with the company, sign a confidentiality agreement in which they agree not to disclose this confidential information except to achieve agreed business requirements.
The company’s Board of Directors is responsible for ensuring that the company’s directors and members of senior management provide the Company Secretary with information about their direct and beneficial holdings in the company, and those of their related parties, annually, and report any changes on an ongoing basis.
The Company’s Board of Directors is responsible for ensuring that the company’s directors, members of senior management and other company’s insiders do not deal in (buy or sell) the securities of the company at times when they may be in possession of, or may be perceived to be in possession of unpublished material information. Periods during which there exists unpublished material information are “Closed” period. These are normally the period between the end of a financial quarter and the publication of financial results.
Article 298 Part VII of the Regulations requires the company to immediately comment on any undisclosed material information or incorrect information taken up by the press or analysts reports or through rumours by confirmation or denial of such information. If information is untrue it shall publish a correction.
It is the company’s policy, when analysts enquire with respect to their earnings estimates to limit responses to identifying publically disclosed factual information that may affect an analyst’s model and point out any inaccuracies or omissions with reference to publically available information about the company. The spokesperson may correct factual errors in analysts’ reports or models but shall refrain from making any selective disclosure through implied guidance.
It is the company’s policy to review upon request, analysts’ reports or models. However the spokesperson will only comment on factual information contained in the report or model and will not comment on conclusions or subjective commentary. Guidance will be only be given when assumptions have been made on the basis of incorrect data that render the conclusions unrealistic.
The company regards analysts’ reports as proprietary information belonging to the analyst’s firm and will not provide such reports on the company’s website or through other means to persons outside the company. At senior management’s discretion such reports may be periodically circulated to the Board of Directors views about the company.
Face-to-face meetings with individuals or groups are a common and useful way to disseminate information about the company and to answer legitimate requests for detailed information about it. Face-to-face meetings help to build goodwill and make the company more approachable with the investment community. The company will conscientiously avoid discussing material, non-public information in face-to-face meetings.
However it is acknowledged that there is the possibility that unintentional selective material disclosure may occur. In this event immediate steps will be taken to make a full public announcement including contact with the MSM to determine if a suspension of trading needs to occur pending the issue of the release.
It is the company’s policy that two or more senior executives should be present at such meetings to keep an accurate record of discussion and help prevent unintentional material disclosure.
Closed periods, also known as Prohibited or Quiet periods are the time between the end of a financial reporting period and the announcement of results. During this period, the company will refrain from engaging with analysts, investors or other market commentators in terms of commentary about the company’s performance.
It is the responsibility of the Investor Relations Manager to place investor-related information on the company’s website and is responsible, along with the company’s lawyers, for monitoring all company information placed on the investor relations pages to ensure their accuracy, completeness and currency.
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