The Icecat Insider Trading Regulation is Based on the Authority Financial Markets (AFM) Model, as referred to in Section 5:65 FMSA and 11 Market Abuse Decree. And, is updated based on other information from AFM in this respect.
Disclaimer: this English translation is only provided for your convenience. The Dutch tekst prevails.
Applicable definitions as used in this regulation:
a. notifiable person: the person in Section
5:60, Wft is listed to report on their transactions on the issuer’s financial
b. not notifiable person: every employee of
the issuer, not being a notifiable person;
c. employees: notifiable persons and not
d. Compliance Officer: designated as such by (the CEO),the highest governing body of the company (cf. Section 5:60 Wft)
e. AFM: Authority Financial Markets;
f. report: report of a transaction related
to financial instruments of the issue;
g. issuer: Stichting Administratiekantoor Icecat en
Icecat NV together, as the entities
that define these regulations.
1. The issuer shall announce who is the appointed
Compliance Officer, and where (s)he can be reached. It also announces the
persons replacing the Compliance Officer in case of absence.
2. The Compliance Officer shall have the
duties and powers granted to him under this regulations. The issuer may grant
additional duties and powers to the Compliance Officer.
3. The Compliance Officer may, in consultation
with (the President of) the highest governing body of the issuer, appoint one
or more substitutes.
4. The Compliance Officer is authorized to investigate
transactions by (or in behalf of) employee relating to financial instruments of
5. The Compliance Officer is authorized to
report on the outcome of the investigation in writing to the chairman of the highest
governing body of the issuer. Before the Compliance Officer reports in writing
on the outcome of the investigation, the employee is given the opportunity to
respond to the outcome of the investigation. The employee shall be informed by
the chairman of the highest governing body of the issuer of the outcome of the
1. The employee must refrain from any use of price-sensitive
information and any mixing of business and private interests, or avoid the
2. The employee must carefully handle available information from the
business. This information should be kept separate from his or her private
3. The employee agrees that the Compliance Officer is authorized to
(let) investigate transactions in financial instruments of the issuer by, on
behalf of, or for the benefit of the employee.
4. The employee is obliged, in strict compliance with these
regulations, to provide any and all information tot he Compliance Officer, related
to transaction made on the issuer’s financial instruments by him or on his
5. The employee is obliged to request an investment firm where he
holds a securities account, to provide all information tot he Compliance
Officer, regarding any transaction on his behalf related to the issuer’s financial
6. Employees are not allowed to do a transaction relating to any
financial instruments of the issuer if there’s the appearance that he possessed
or could possess price-sensitive information.
7. Notifiable persons are required within the prescribed time limits to carry out a notification to the AFM. In this respect, AFM speaks of “promptly” and “within max three days”. These messages may or may not be made by the Compliance Officer. The notifiable person remains responsible for making notification to the AFM.
1. A notifiable person shall not buy or sell, directly or indirectly,
financial instruments of the issuer:
a. During the two-month period immediately
prior to the first publication of an annual report;
b. during the 21 day period immediately
prior to the publication of a semi-annual or quarterly report, or an
announcement of an (interim) dividend;
c. during the one-month period immediately
prior to the first publication of a prospectus for the issue of financial
instruments, unless the issuer proves that there is a shorter period of
decision-making than one month, in which case this shorter period applies.
2. A notifiable person will not sell financial instruments relating to
the issuer within six months of the purchase of such instruments, or purchase financial
instruments of the issuer within six months after the sale of such instruments.
3. The issuer will timely communicate, before the beginning of each
calendar year, which periods in the calendar year are in any case marked as
period as provided for under 4.1. Changes or additions in the course of the
calendar year are disclosed in the same manner.
An issuer established in the Netherlands, an issuer
domiciled in another Member State or in a non-EU country (with financial
instruments admitted in the Netherlands) and anyone acting on its behalf or on
behalf of the issuer, must keep a list of employees who may have knowledge on a
regular or occasional basis of inside information (insider list). This may
include -among others- direct employees of the issuer, but also lawyers,
accountants or other contractors (Section 5:59 Wft and Article 10 Market Abuse
Decree FMSA). The institution shall ensure that these persons are aware of the
relevant prohibitions and the level of the sanctions in case of breaches.
Maintaining the insider list is intended to protect market
integrity. The list can be useful for issuers to control the flow of price
sensitive information and thus fulfill their legal obligations. Moreover, these
lists may also provide a useful tool for the supervisory authority when
The list of persons contains the following information:
A. The name of all individuals who may have knowledge on a
regular or occasional basis of price-sensitive information;
b. why these people are included in the list;
c. the date on which the list was created and updated. The
list should be updated as soon as possible when:
I. The reason why a person is
mentioned on the list has changed;
II. a person must be added to the
III. a person on the list no
longer has access to inside information.
The list should be saved for at least five years
(electronic, accessible and secure) after
creation or updating of the list. The outdated information should be
stored as well.
The ‘reason why a person is on the list ” may include a
statement of the transaction or project in which the person is involved. Inside
information that people have, fluctuate, and it is not reasonably feasible, for
example, to maintain per project who has awhen ccess to what price-sensitive
Choice of lists
The reasons why people are included in the list fall into
two categories; namely, persons who may have knowledge of price-sensitive
information on a regular basis and persons who may have knowledge of
price-sensitive information on an occasional basis.
An issuer and its Compliance Officer is at liberty, to use
one list for both categories of persons, or to use separate lists, f.e. per
category and/or per project.
It is explicitly not the intention to list all employees of
the issuer, or the employees of the person acting for or on behalf of her,
without further consideration. It is neuther in the interest of the issuer in
question, nor in the interest of AFM.
It’s not required to send the insider list to AFM. This
obviously does not mean that the creation of the list is a
“non-binding” obligation. The AFM supervises compliance with the ban
on insider trading. If the AFM example would during an investigation into the
use of inside access to the list, it may ask the issuer.
Read further: Invest, compliance
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