Rulebook

1.1.1The Rules applies to Issuers of fixed income instruments from the day when the Issuer requests admission to trading at the Exchange and during such time as the fixed income instruments are admitted to trading at the Exchange.

1.1.2Rules regarding sanctions under Section 5.1 are applicable for one (1) year after removal from trading, in case a violation was committed during the period of application of the rules set out in 1.1.1 above.

1.2.1The Exchange can make changes to the Rules. Such changes shall apply to the Issuer and its fixed income 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 Rules shall apply earlier than 30 days after publication as the situation demands.

1.3.1The Exchange may approve, based on a written application by the Issuer, an individual waiver from the Admission Requirements in the Rules, 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 4.2–4.5 presented in the Rules, 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 the Rules, 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 (website).

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.

2.1.1Fixed income instruments may be admitted to trading on Nasdaq First North Bond Market where the Exchange finds that they meet Nasdaq First North Bond Market’s requirements for admission to trading.

2.1.2The Exchange may impose any special eligibility requirement on the Issuer that it deems appropriate in order to protect investors and the reputation of the marketplace. Irrespective of whether an Issuer satisfies all the requirements, the Exchange shall be entitled to reject the application if it concludes that an approval might damage public confidence in the Exchange or the securities market.

2.2.1The Issuer shall be duly incorporated or otherwise validly established according to the relevant laws and regulations of the country of incorporation or establishment.

2.2.2The fixed income instruments shall be freely negotiable.

2.2.3The admission application shall apply to all of the fixed income instruments that are part of the same issue.

2.2.4Fixed income instruments shall be registered electronically and shall be able to be cleared and settled in a manner acceptable by the Exchange.

2.2.5The Issuer shall have published annual financial reports for at least two years in accordance with the accounting laws applicable in the Issuer’s home country. Where applicable, the accounts shall also include consolidated accounts for the Issuer and all its subsidiaries.

2.2.6Issuers are exempted from the requirement in Section 2.2.5 if they are seeking admission to trading of fixed income instruments which are:

1. only offered to investors who each invest a minimum of EUR 100.000, or the equivalent amount in another currency, in the initial offering, or

2. denominated in units larger than or equal to EUR 100.000, or the equivalent amount in another currency, or

3. fully guaranteed, and where the guarantor has published financial reports for at least two years in accordance with the accounting laws applicable in the guarantor’s home country.

2.2.7Sanctions 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 fixed income instruments 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.

2.2.8Company Description

1. The Exchange shall receive a Company Description, an approved prospectus or an admission document, as applicable, not later than at the time it receives an application for admission to trading on Nasdaq First North Bond Market, cf. Chapter 3. The Issuer shall ensure that the Company Description contains all of the information set out in Chapter 3.

2. A Company Description is not necessary if the Issuer is required to publish a prospectus according to legislation. The Issuer shall in such circumstances submit the prospectus to the Exchange together with the application. The first page of the prospectus shall contain the disclaimer text set out in Appendix B.

3. A Company Description is not necessary if the fixed income instruments are irreversibly guaranteed by a state within the EEA, a municipality, or an equivalent regional or local government agency within the EEA. Nor is it necessary if the Issuer is a state or a central bank within the EEA, a municipality, or an equivalent regional or local government agency within the EEA. In such cases, the Issuer shall instead submit an admission document together with the application. The admission document shall consist of a summary signed by the Issuer, general terms and conditions, final terms and financial information. The financial information shall consist of the annual report and the latest interim report. The first page on the admission document shall contain the disclaimer text set out in Appendix B.

4. If the Exchange considers certain information to be important and in the interest of the investors, the Exchange may require that the Issuer publishes supplementary information.

2.2.9Organizational Requirements

The Issuer must possess the organization and staff required in order to comply with the requirements regarding disclosure of information to the market as set forth in Chapter 4.

2.2.10Retention of Liquidity Services

1. The Issuer shall, in the prospectus or the Company Description, undertake to provide bid prices and, if possible, the selling prices of the fixed income instruments to be admitted to trading on Nasdaq First North Bond Market.

2. Issuers are exempted4 from the requirement in Section 2.2.10 (a) if they are seeking admission to trading of fixed income instruments which are:

   1. offered to investors who each must invest a minimum of EUR 100.000, or the equivalent amount in another currency, in the initial offering, or

   2. denominated in units larger than or equal to EUR 100.000, or the equivalent amount in another currency.

2.3.1The Issuer shall sign Appendix A – Application for admission to trading on Nasdaq First North Bond Market – and the Issuer shall submit the application together with a Company Description or a prospectus cf. Section 2.2.8, to the Exchange. A signed and complete application for admission to trading on Nasdaq First North Bond Market, including all documents and appendices already accepted by the Exchange – shall be received by the Exchange no later than 8 working days prior to the scheduled first day of admission to trading unless a different time schedule has been accepted by the Exchange.

2.3.2A decision to admit the Issuer’s fixed income instruments to trading on Nasdaq First North Bond Market shall be taken by the Exchange.

3.2.1The Company Description shall at least include the following information about the Issuer:

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

2. the Issuer’s annual financial reports for the last two years, where applicable. Where applicable in the relevant accounting laws, the accounts shall also include consolidated accounts for the Issuer and all its subsidiaries;

3. the Issuer’s most recent half-yearly or interim report if such has been published;

4. 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 description of the Board of Directors and the Management of the Issuer;

6. a brief summary of all material contracts that are not entered into in the ordinary course of business, which could result in the Issuer, or another company within the same group of companies as the Issuer, being under an obligation or entitlement that is material to the Issuer’s ability to meet its obligations to fixed income instrument holders in respect of the fixed income instruments being issued;

7. a description of the ownership structure, including any shareholdings in the Issuer held by the Board of Directors and Management;

8. 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;

9. the date of the first annual general meeting following the application as well as the scheduled date for first publication of the audited or unaudited annual financial statement release or annual financial report and half-yearly or interim report as the case may be, following such application;

10. other relevant information depending on specific circumstances, such as tax, litigation etc., which may have or have had in the recent past, significant effects on the Issuer and/or group’s financial position or profitability; and;

11. the identity of any liquidity provider retained by the Issuer.

3.2.2The Company Description shall at least include the following information about the fixed income instruments:

1. a description of the fixed income instruments including the terms and conditions for the issue;

2. a description of the ranking of the fixed income instruments being admitted to trading, including summaries of any clauses that are intended to affect ranking or subordinate the fixed income instruments to any present or future liabilities of the Issuer;

3. a description of the rights, including any limitations of these, attached to the fixed income instruments and procedure for the exercise of said rights;

4. a description of any arrangement intended to ensure that any obligation of the Issuer material to the fixed income instruments will be duly serviced whether in form of a guarantee or similar. The description must include a description similar to the description of the Issuer of any such guarantor or similar;

5. a description of any assets backing the fixed income instruments. The description must include all relevant information about the assets backing the fixed income instruments including the loan to value ratio or level of collateralisation or similar. In addition the description must include a confirmation that the assets backing the fixed income instruments have characteristics that demonstrate the capacity to produce funds to service any payments due and payable on the fixed income instruments;

6. a description of any representation of fixed income instrument holders including an identification of the organization representing such instrument holders and provisions applying to such representation including a description of the governance structure. Indication of where fixed income instrument holders may have access to the contracts relating to these forms of representation; and

7. details of any public credit ratings assigned to the Issuer or its fixed income instruments at the request or with the co-operation of the Issuer in the rating process.

3.2.3A disclaimer concerning the Nasdaq First North Bond Market shall be put on the first page of the Company Description (see Appendix B).

3.2.4Issuers, whose securities are already admitted to trading on a regulated market, Nasdaq First North or an equivalent recognized marketplace, are exempted from the requirements in Section 3.2.1 (a) to (e) if they are seeking admission to trading of fixed income instruments which are:

1. only offered to investors who each must invest a minimum of EUR 100.000, or the equivalent amount in another currency, in the initial offering, or

2. denominated in units larger than or equal to EUR 100.000, or the equivalent amount in another currency.

Furthermore, Issuers seeking admission to trading of fixed income instruments, which are denominated in units larger than or equal to EUR 100.000, or the equivalent amount in another currency, are, in any case, exempted from the requirement in Section 3.2.1 (d).

3.4.1Information about the Company Description shall be disclosed in a press release/announcement and the Company Description shall be put on the Issuer’s website not later than one business day prior to the first day of admission to trading.

3.4.2The disclosure of a prospectus shall take place in accordance with relevant national prospectus legislation.

4.1.1The Issuer shall disclose inside information in accordance with Article 17 of MAR.

Article 17 of MAR sets out the disclosure obligations in respect of inside information. The term inside information is defined in Article 7 of MAR. According to Article 17 the Issuer, may on its own responsibility, delay disclosure to the public of inside information provided that all of the conditions set out in MAR are met.5

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

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 4.1.1 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.

4.2.2Amendments to the final terms of the fixed income instruments

The Issuer shall disclose amendments to the final terms of the fixed income instruments which affect the rights of the fixed income instruments.

Additional local provisions in relation to other disclosure requirements are set out in the Supplements.

4.2.3Additional local provisions in relation to other disclosure requirements are set out in the Supplements.

4.3.1The Issuer shall prepare the annual financial report in accordance with laws, regulations and generally accepted accounting principles applicable to the Issuer. The annual financial report shall be disclosed within six (6) months after the end of each financial year.

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

4.4.1Annual financial statement release and half-yearly report

1. The Issuer shall disclose an annual financial statement release and a half-yearly report. Such reports shall include a statement whether or not the Issuer’s auditor has conducted a review.

2. The Issuer does not need to disclose an annual financial statement release if:

   1. The Issuer will disclose the annual financial report immediately after the Issuer’s Board of Directors has approved the annual accounts; or

   2. The issuer’s fixed income instruments are admitted to trading on Nasdaq First North Bond Market Finland.

4.4.2Interim reports

1. If an Issuer decides to disclose interim reports, then the requirements set out in Section 4.4.3 for half-yearly reports shall apply and interim reports shall in such circumstances include the information set out for half-yearly reports in Section 4.4.4 (whereby references to half-yearly reports and periods in that Section shall be construed as referring to interim reports and periods).

2. Issuers may choose to disclose financial information to the market on a quarterly basis in another format than interim reports. In such circumstances, the requirements in Section 4.4.2 (a) for interim reports will not apply.

4.4.3Timing of annual financial statement release and half-yearly reports

Annual financial statement releases and half-yearly reports shall be disclosed as soon as possible however no later than within:

1. three months from the expiry of the reporting period for annual financial statement releases; and

2. two months from the expiry of the reporting period for half-yearly reports.

4.4.4Content of annual financial statement release and half-yearly reports

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

1. a summarized income statement for the financial year 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 and half-yearly period, including comparative figures for the same period during the previous financial year;

4. a summary report showing changes in equity during the financial year and half-yearly period, including comparative figures for the same period during the previous financial year;

5. explanations of the earnings trend and financial position during the most recent half- yearly period including, inter alia, the effect of significant extraordinary events;

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

7. information regarding the date of publication of the next report of annual financial statement release, annual financial report or half-yearly report.

4.4.5Content of annual financial statement release

In addition to the requirements set in 4.4.4 above, annual financial statement releases shall also include:

1. proposed allocation of profits; and

2. information in respect of the planned date of the annual general meeting of the shareholders, if the date is known.

4.5.1The Issuer shall have its own website on which information disclosed by the Issuer on the basis of the disclosure requirements shall be available for at least five years.

4.5.2Company Description, prospectus or admission document, as applicable, shall be readily available on the website.

4.5.3The Issuer shall keep the applicable final terms of the fixed income instruments readily available on its website. If amendments are made to the final terms, the published version shall as soon as possible be updated accordingly.

4.5.4The website shall also include details of the Issuer’s current Board of Directors and Management.

4.6.1The 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 Rules and to be able to decide on appropriate surveillance actions. The requirement is also relevant for the Issuer’s obligations in relation to law and other regulations.

If the information requested is confidential or constitutes inside information, the Issuer 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.

4.6.2Information disclosed according to the Rules shall simultaneously with the disclosure be provided to the Exchange for surveillance purposes in a manner prescribed by the Exchange.

4.6.3The Issuer shall notify the Exchange as soon as possible in respect of amendments to the final terms of the fixed income instruments.

4.6.4The Issuer shall notify the Exchange immediately of circumstances that might necessitate a suspension of trading, such as a suspected or concluded leakage of inside information.

4.6.5If an Issuer intends to disclose information that is assumed to be of extraordinary importance for the Issuer or its fixed income instruments, the Issuer shall notify the Exchange as soon as practically possible before the information is disclosed.

4.7.1Issuers of fixed income instruments on Nasdaq First North Bond Market Denmark and Nasdaq First North Bond Market Sweden shall disclose press releases/announcements in Swedish, Danish, Norwegian or English.

4.7.2Issuers of fixed income instruments on Nasdaq First North Bond Market Finland shall disclose announcements in Finnish, Swedish or English.

5.1.1If an Issuer fails to comply with law, other regulations or the Rules, the Exchange may impose the following sanctions:

1. reprimand;

2. fine; and

3. the removal of the Issuer’s fixed income instruments from trading on Nasdaq First North Bond Market, where the Issuer has committed a serious breach of the Rules, or if the Issuer through its failure to comply may damage or has damaged public confidence in the Exchange, Nasdaq First North Bond Market or the securities markets.

5.1.2When determining the amount of a fine pursuant to paragraph (ii) of Section 5.1.1, the Exchange shall take into consideration the seriousness of the breach and any other relevant circumstances.

5.1.3Sanctions under paragraph (iii) of Section 5.1.1 should not be imposed if, in the Exchange’s view, such a measure would generally be inappropriate having regard to the interests of investors or the market.

5.1.4The Exchange may publish a decision made pursuant to Section 5.1.1.

5.1.5Additional provisions on sanctions are set out in the Supplements.6

5.2.1Voluntary removal from trading

1. An Issuer may request that its fixed income instruments shall be removed from trading. The Exchange will approve such request and decide, together with the Issuer, on the last day of trading of the fixed income instruments.

2. A decision pursuant to 5.2.1 (a) 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.

5.2.2Administrative decisions

1. In the event an Issuer materially no longer meets the applicable admission requirements, an administrative decision may be made to remove the Issuer’s fixed income instruments from trading on Nasdaq First North Bond Market.

   Section 5.2.2 (a) covers for example the following situations: (i) an Issuer is the subject of any insolvency procedure; (ii) the Issuer has failed to pay fees or fines according to the Rules.

2. A decision pursuant to 5.2.2 (a) 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.

5.3.1The Exchange decides whether fixed income instruments shall be given observation status and whether observation status should be removed.

5.3.2The Exchange may decide to give the Issuer’s fixed income instruments observation status if:

1. there is uncertainty in respect of the Issuer’s financial position; or

2. any other circumstance exists that result in a substantial uncertainty regarding the Issuer or the pricing of its fixed income instruments.

5.4.1An Issuer shall be entitled to issue its comments before any reprimand, fine or removal is imposed on the Issuer.

5.4.2The procedures for handling sanctions on Issuers according to Section 5.1.1 may differ between the Exchanges due to the differences in law, other regulation or differences in the Exchange’s organization.

5.4.3Procedures for Nasdaq First North Bond Market Sweden and Nasdaq First North Bond Market Finland

The Disciplinary Committee of the Exchange is responsible for a decision to impose a fine on an Issuer in accordance with Section 5.1.1; and to remove fixed income instruments from trading on Nasdaq First North Bond Market in accordance with Section 5.1.1. The decision to bring matters before the Disciplinary Committee shall be the responsibility of the Head of Surveillance at the Exchange.

The Head of Surveillance at the Exchange shall issue reprimands in accordance with Section 5.1.1 and make administrative decisions pursuant to Section 5.2.2

5.4.4Procedures for Nasdaq First North Bond Market Denmark

In the event that an Issuer fails to meet its obligations according to this Rulebook, sanctions may be decided either by the Exchange’s disciplinary committee or by the Exchange’s Surveillance department, depending on the nature of the breach.

5.1Sanctions

6.1Eligibility criteria

1. Fixed income instruments are eligible for admission to trading on the Nasdaq Transfer Market Segment provided that the criteria below are fulfilled:

   1. the fixed income instruments must be denominated in units larger than or equal to EUR 100.000, or the equivalent amount in another currency; or

   2. the fixed income instruments are only offered to investors who each must invest a minimum of EUR 100.000, or the equivalent amount in another currency, in the primary offering; and

   3. the fixed income instruments’ final terms must include a commitment to seek admission to trading on a regulated market within 12 months, or sooner, from the issue date.

2. Fixed income instruments are admitted to trading on the Nasdaq Transfer Market Segment for a maximum period of 14 months from the original issue date.

3. Notwithstanding paragraph (b) above, following admission to trading and subsequent approval by the investors to extend the deadline for admission to trading on a regulated market in accordance with the fixed income instruments’ final terms, the fixed income instruments may be admitted to trading on the Nasdaq Transfer Market Segment for a total maximum period of 24 months from the original issue date. Such extension shall be notified to the Exchange no less than 5 business days before the previous last day of trading.

6.2Exemptions

Issuers of fixed income instruments admitted to trading on the Nasdaq Transfer Market Segment are exempt from the following provisions in the Rules:

1. 6.2.1 Section 2.2.8

2. 6.2.2 Section 2.2.10

3. 6.2.3 Chapter 3

6.3Disclosure and Information Requirements

If the final terms of the Issuer’s fixed income instrument’s clearly specify that the Issuer’s first interim report following the issue date will not be disclosed, the requirement to disclose such report in accordance with Section 4.4 shall not apply for the first interim report that otherwise should have had been disclosed in accordance with Section 4.4 during the period of the fixed income instrument’s admission to trading on the Nasdaq Transfer Market Segment. If such report is a report of annual financial statement release, the Issuer shall nevertheless disclose an annual financial report within four months from the expiry of the reporting period and in accordance with Section .