Icecat Insider Trading Regulation

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.

Article 1. Introductory provisions

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 instruments;

b. not notifiable person: every employee of the issuer, not being a notifiable person;

c. employees: notifiable persons and not notifiable persons;

d. Compliance Officer: designated as such by (the CEO),the highest governing body of the company (cf. Section 5:60 Wft)

• employee;
• and/or the external auditor of the issuer. A member of the highest governing body of the company or the external auditor acts as Compliance Officer for the employee who has been appointed as Compliance Officer;

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.

Article 2. Duties and Powers of the Compliance Officer

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 the issuer.

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 investigation.

Article 3. Obligations of employees

1. The employee must refrain from any use of price-sensitive information and any mixing of business and private interests, or avoid the appearance thereof.

2. The employee must carefully handle available information from the business. This information should be kept separate from his or her private life.

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 behalf.

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 instruments.

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 if a threshold of 20,000 euro per calendar year is surpassed by a notifiable person, taking into account all transactions of the respective person. In this respect, AFM speaks of notifying “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.

Article 4. Rules concerning the periods during which no transactions relating to financial instruments of the issuer may be made by done.

1. A notifiable person shall not buy or sell, directly or indirectly, financial instruments of the issuer:

a. During a 30 calendar days period immediately prior to the first publication of an annual report;

b. during the 30 calendar days period immediately prior to the publication of a semi-annual or quarterly report, or an announcement of an (interim) dividend;

c. during the 30 calendar days 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.

Requirements to comply with insider list in accordance with 5:59 Wft

6.1 The obligation

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 exercising control.

6.2 Content and management of list

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 list;

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 information.

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.

6.3 Send to 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.