In addition to the duties and responsibilities that are incumbent on each B2Holding employee and member of the Board of Directors, Primary Insiders are subject to special duties and responsibilities which are described in these rules.
RULES FOR PRIMARY INSIDERS
This document is adopted to secure that B2Holding ASA (“B2Holding” or the “Company”, and together with its consolidated subsidiaries the “Group”) complies with applicable regulations regarding the Company’s business.
In addition to the duties and responsibilities that are incumbent on each B2Holding employee and member of the Board of Directors (the “Board”) in accordance with the Instructions for Handling Inside Information at B2Holding, Primary Insiders (as defined herein) are subject to special duties and responsibilities which are described in these rules.
2 DEFINITION OF PRIMARY INSIDERS, THEIR RELATED PARTIES AND FINANCIAL INSTRUMENTS
A “Primary Insider” is a person holding one of the following positions or offices or carrying out an assignment at or for the Group:
- members, deputy members or observers of the Board of B2Holding,
- elected auditor(s) for B2Holding,
- the Group’s executive management of B2Holding (the “Management”),
- senior executives of B2Holding and senior executives and members of the Board of companies in the B2Holding Group, who are placed on a special list of primary insiders. (See clause 5.1 below.)
A Primary Insider’s “Related Party” is:
a) the spouse or a person with whom the Primary Insider cohabits in a relationship akin to marriage,
b) the Primary Insider’s under-age children, and under-age children of a person as mentioned in litra a) with whom the Primary Insider cohabits,
c) a Company in which the Primary Insider himself/herself or a person as mentioned in a) or b) above, exercises determinative influence over, regardless of whether such determinative influence is exercised through agreement, ownership interests or partnership interests. The Primary Insider shall always be deemed to have determinative influence if he/she or a person as mentioned in a) or b) above owns so many shares or parts in another company that they represent a majority of the votes in such other company, or has the right to elect or remove a majority of the members of the board of directors of such other company.
In addition, B2Holding is subject to responsibilities and duties as a Primary Insider in connection with trading in shares and other financial instruments in B2Holding, as well as trading in shares, etc. in other listed companies, where B2Holding is represented on the board of directors of the company in question on account of its shareholding. (See further information regarding B2Holding’s duty of notification in clause 5.3.)
For the purposes of these rules, “Financial Instruments” means such instruments as are described in clause 2-2 (1) of the Securities Trading Act, including listed shares and listed bonds issued by B2Holding.
3 DUTY OF INVESTIGATION AND CLEARANCE FOR PRIMARY INSIDERS
Primary Insiders shall thoroughly investigate whether there is any information of a precise nature relating to Financial Instruments issued by B2Holding, the B2Holding Group or any other circumstances which is likely to have a noticeable effect on the price of the Financial Instruments, and which has not been made public or is not commonly known in the market (inside information relating to Financial Instruments issued by B2Holding), before carrying out or inciting other persons, i.e. by giving other persons advice or in any way exercising influence on other persons, to carry out or to refrain from carrying out, one or more of the following trades:
- Subscription, purchase, sale or exchange of shares and/or bonds issued by B2Holding.
- Entry into, purchase, sale or exchange of options or forward/futures contracts or similar rights directly relating to Financial Instruments (including financial derivatives) issued by B2Holding.
The Primary Insider should personally assess whether or not inside information exists with respect to ongoing matters within his/her area of responsibility. If in doubt, the Investor Relations Officer, should be contacted.
In the event that the Primary Insider has concluded that no inside information exists, the Primary Insider may carry out the trade provided that the Investor Relations Officer has given a prior written approval of the trade.
Requests for approvals of a transfer shall be submitted to the Investor Relations Officer in the form attached in Appendix 2. A request for approval will only be granted if the person responsible for handling such requests concludes that no inside information exists in the Company. If clearance is granted, the Primary Insider will receive a written notice of approval. If approval is not granted, the Primary Insider will receive notice of this.
Unless otherwise stated in the notice of approval, the approval is valid for two days from the date of the notice. If the trade is not effectuated at the latest on the second day following this date, a new approval request must be submitted if the Primary Insider still intends to carry out a trade. This means inter alia that if an order has been placed with a broker on the basis of the approval, and no trade has been effectuated within the above mentioned deadline, the order must be withdrawn. Please note that a notice of approval does not constitute an exemption from the general prohibition against insider trading. Consequently, even if an approval has been granted, Primary Insiders must not carry out any trade in the Company's shares etc. if in possession of inside information.
As a basic principle, the duty of investigation does not apply to B2Holding’s trading in its own financial instruments, but such trading will be subject to the duty of investigation if a Primary Insider carries out or incites other persons to carry out trades in B2Holding’s name and for B2Holding’s account.
Nor does the duty of investigation apply to trades carried out by the Primary Insider’s Related Parties. However, the Primary Insider will be subject to a duty of investigation in connection with such trades if she/he carries out the trade in the name of the related party or for the account of the related party or incites the related party to carry out such a trade.
If the investigations of the Primary Insider reveal the existence of inside information, the Primary Insider will be precluded from carrying out the trade.
4 DUTY OF NOTIFICATION
4.1 Transactions carried out by a Primary Insider or his/her Related Party
The following transactions carried out directly or indirectly by the Primary Insider or his/her related party as stated under Clause 2, second paragraph (sub-paragraphs a, b and c), for his/her own or a third party’s account, shall be notified to Oslo Børs:
- the purchase, sale, exchange or subscription of shares issued by B2Holding or subsidiaries of B2Holding,
- the contracting of loans as mentioned in clause 11-1 of the Private Limited Companies Act, and clause 11-1 of the Public Limited Companies Act, and the entry into, exchange, purchase or sale of subscription rights, options and similar rights (including financial derivatives) relating to shares as mentioned in the first bullet.
The duty of notification does not apply to trading in bonds issued by B2Holding.
The Primary Insider is responsible for ensuring compliance with the duty of notification, but in practice this shall be carried out by B2Holding’s Investor Relations Officer in accordance with the following procedures:
The Primary Insider must immediately after the transaction has taken place report such transactions as are mentioned above under Clause 4.1 regarding transactions carried out by a Primary Insider or his/her related party, by e-mail to B2Holding’s Investor Relations Officer, with the following information:
- the full name of the person subject to the duty of notification,
- the background for the notification,
- the name of the issuer,
- a description of the financial instrument,
- the type of transaction,
- the timing and market for the transaction,
- the price and volume of the transaction and
- the holding after the transaction.
The Primary Insider is responsible for ensuring that this e-mail is received by the investor relations officer and for obtaining confirmation that a notification to Oslo Børs will be sent.
The Investor Relations Officer shall thereafter immediately, on behalf of the person subject to the duty of notification, inform Oslo Børs of the transaction in question. If the contract is entered into after the stock exchange has closed, it is sufficient that the notification is sent at the latest by the time the stock exchange opens at 09:00 on the following day. A copy of the notification to the stock exchange will be sent to the Primary Insider.
The duty of notification under Clause 5.3 of this document does not apply to acquisitions by way of inheritance or gift.
5 LIST OF PRIMARY INSIDERS AND LIST OF RELATED PARTIES
5.1 List of Primary Insiders
B2Holding’s Investor Relations Officer shall, without undue delay, send an up-to-date list of Primary Insiders in B2Holding to Oslo Børs. B2Holding’s President and CEO is responsible for informing the Investor Relations Officer of any changes that must be notified to Oslo Børs, with particulars of the name, personal identity number or similar identification number, address, type of elected office or position in the Company and any other work positions held by the person subject to the duty of notification.
5.2 List of related parties
The Primary Insider is responsible for ensuring that Oslo Børs receives an up-to-date list of his/her related parties who possess financial instruments in B2Holding, but in practice this shall, in the same way as described above in Clause 4.1, be carried out by B2Holding’s Investor Relations Officer, in accordance with the following procedures:
When the related party makes a trade for the first time (i.e. when the related party has not previously acquired financial instruments in B2Holding), the Primary Insider shall without undue delay report the trade to B2Holding Investor Relations Officer, in the same way as described in Clause 4.1 above, and in addition send the Overview of Related Parties and/or Companies by telefax or as a PDF file to the address indicated on the form, see:
Appendix 1: Overview of Related Parties and/or Companies
The Investor Relations Officer shall then immediately, on behalf of the person subject to the duty of notification, distribute an up-to-date list of the Primary Insider’s relevant related parties to Oslo Børs, with a copy to the persons whose names are being placed on the list.
5.3 B2Holding’s duty of notification
B2Holding’s Investor Relations Officer shall immediately notify Oslo Børs of the following transactions as described above in Clause 4.1:
- B2Holding’s trading in own shares and shares in the same Group,
- B2Holding’s trading in shares in other listed companies, where B2Holding, on account of its shareholding, is represented on the Board of Directors of the Company in question.
If the contract is entered into after the stock exchange has closed, it is sufficient that the notification is sent at the latest by the time the stock exchange opens at 09:00 on the following day.
6 CRIMINAL LIABILITY
Breaches of the provisions of the Securities Trading Act regarding the duties of investigation and notification in respect of own and related parties’ trading in shares, and the failure to send an up-to-date overview of Primary Insiders or the financial instruments held by Primary Insiders or related parties/ are punishable by fines or imprisonment for a term not exceeding one year. Both wilful and negligent contraventions are punishable.
7 GENERAL EXERCISE OF DUE CARE
Primary Insiders shall refrain from short-term transactions in B2Holding-related financial instruments, and should generally exercise due care as regards the period of ownership.
Primary Insiders with equity portfolios under active management, shall instruct it’s equity manager, to at all times, refrain from purchasing, selling, exchanging or subscribing for shares issued by B2Holding or subsidiaries of B2Holding.