1. Authority
Section 36 (2) of the Danish Consolidated Act on Securities Trading, etc. and Section 7 of "Information Obligations for Issuers of Shares on the Copenhagen Stock Exchange" published on 6 November 2001 require listed companies to draw up internal rules for the purpose of preventing inside information from becoming available to others than those who need such information.
2. Definitions
In the application of these rules the following definitions shall apply:
Securities
The term "Securities" means securities issued or guaranteed by NKT Holding A/S at any time (including financial contracts related to these securities), which are admitted for trading on a stock exchange or corresponding regulated securities market. The term further covers financial contracts, such as futures and options, relating to one or more Securities admitted for listing on a stock exchange.
Inside Information
The term "Inside Information" means unpublished information about the NKT Group, Securities or market conditions relating to these Securities, which if made public is considered likely to influence the market value of one or more Securities.
Publication
"Publication" of information is considered to have occurred when disclosure of this information for general and market purposes has taken place. Notification to a stock exchange is regarded as such publication when the information is released from the relevant stock exchange.
3. Prohibition on disclosure
Under Section 36 (1) of the Danish Consolidated Act on Securities Trading, etc. any person with Inside Information may not disclose such information to any other party unless such disclosure is made within the normal course of the exercise of their employment, profession or duties. It is therefore the responsibility of all NKT Group employees not to disclose Inside Information in any form to other persons. Such persons will typically be outsiders such as relatives, friends and acquaintances, but the prohibition also covers disclosure of Inside Information to colleagues within the NKT Group.
There is an important exception from this prohibition as Inside Information may be disclosed to colleagues or external advisers (the company's lawyers, accountants, etc.), provided such - internal or external - recipients of Inside Information have a relevant and necessary requirement for the information for the purpose of their work.
4. External recipients of Inside Information
External advisers such as lawyers and accountants will be subject to professional rules that prohibit them from exploiting Inside Information for personal gain or from passing on information that they receive from their clients.
Before Inside Information is passed on to such advisers they should confirm that they are governed by rules of professional confidentiality.
Other contracting parties, advisers, consultants and temporary and contract personnel are responsible for signing a declaration of confidentiality (for example, as shown in Appendix 1) before they become party to Inside Information.
5. Storage of Inside Information
NKT Group employees who by virtue of their work come into possession of documents, letters, memoranda, and similar material (Documentation) containing Inside Information are responsible for storing the Documentation in such a way as to reduce the risk of unauthorised persons becoming party to the information.
When its use is concluded, documentation containing Inside Information must therefore be placed in files which are stored in the relevant cabinet in the office of the person concerned.
All drafts and Documentation which there is no clear need to retain should be destroyed as soon as the project permits.
Inside Information stored on IT media should as far as possible be made inaccessible to unauthorised persons, for example by use of passwords and by measures that prevent persons other than those who need it from becoming party to the information.
Projects such as major acquisitions/divestments, mergers and takeover bids which are clearly of a highly sensitive nature with regard to share price, should be provided with code names for the project itself and for the principal project partners.
Special security procedures should be applied when Inside Information is forwarded by email and telefax. In the case of telefax transmission a test fax should be sent to the recipient. In the case of email one of the code names should be used as an access key to the Document sent, encryption also being used if necessary.
When work is finished for the day and the office is vacated, all cabinets with files containing Inside Information should be locked.
These rules enter into force on 1 January 2002.
Christian Kjær, Ole Løvig Simonsen, Krister Ahlström,
Jens Münteer, Jan Folting, Holger Lavesen,
Jørgen Bjergskov Nielsen, Søren C. Therkelsen, Christian Ussing-Nielsen
Appendix 1
Confidentiality
In conjunction with the tasks undertaken by …………………. (the Company) on behalf of NKT Holding A/S, the Company and its employees will necessarily become party to confidential material relating to the NKT Group, including the Group's business and financial affairs and other confidential internal information which must not be disclosed by the Company.
As a listed company, NKT Holding A/S has an internal set of rules (The Internal Rules), which places tight restrictions on NKT share trading by the employees of NKT Holding A/S, and which prohibits any - internal or external - disclosure of information that might influence the price of NKT shares.
The Internal Rules are only directly applicable to NKT Group personnel, but by virtue of the confidential information about NKT Holding A/S to which the Company and its employees will become party in the course of the working relationship, the Company and its employees are responsible for reading and obeying The Internal Rules, a copy of which is therefore enclosed.
It should also be noted that Section 36 of the Danish Consolidated Act on Securities Trading, etc. contains a prohibition against disclosure of inside information which is share price sensitive. Violation of Section 36 is punishable by fine or by up to 18 months' imprisonment. Gross or repeated violation is punishable by up to four years' imprisonment.
It is in the Company's own interest therefore to observe secrecy with regard to all confidential material concerning the NKT Group that enters the possession of the Company and its employees, and only to deal in Securities (as defined in the Internal Rules) if this is expressly permitted under these rules.
The Company must notify existing or future Company employees engaged on this project for NKT Holding A/S of the contents of this letter and The Internal Rules, and the Company is responsible to NKT Holding A/S for any violation committed by the Company's employees.
An additional copy of this letter is enclosed which should be signed by the Company and returned to us.
Yours faithfully
NKT Holding A/S
May 2006