MONTEA

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Application form for transaction of stocks

10/28/2021 | 12:00am

Dealing Code

Dealing Code

Unless explicitly stated otherwise, the terms used here shall have the same meaning as assigned in the Supervision of the Financial Sector and financial Services Act of 2 August 2002 and the Market Abuse Regulation.

1. Compliance officer

The compliance officer is responsible for coordinating the application of the legal obligations incumbent upon Montea for the prevention of market abuse.

2. List of insiders

In application of Article 18 of the Market Abuse Regulation, the board of directors, with the assistance of the compliance officer, shall keep a list of persons who have access to inside information on a regular or occasional basis.

The board of directors shall make that these persons are informed by the compliance officer of the fact that they are included on the list, and that they are aware of the relevant legislation and this code.

The persons included on the aforementioned list are hereinafter referred to as "insiders." They are invited to sign a statement in which they acknowledge that they have taken due note of this Dealing Code, the applicable legislation, the sanctions applicable to the prohibition of market abuse and the fact that they are included on the list of insiders.

3. List of persons discharging managerial responsibility and persons closely affiliated with them

The board of directors shall also keep a list of all Persons Discharging Managerial Responsibility (PDMR) within Montea1 and the persons closely associated with them pursuant to Article 19.5 of the Market Abuse Regulation.

The following persons are considered to be closely associated with a PDMR:

  1. his or her spouse, or his or her life partner who is legally considered equivalent to a spouse;
  2. children who are legally under his or her responsibility;
  3. other family members who have been part of the same household for at least one year on the date of the transaction in question;
  4. a legal entity, trust or partnership whose managerial responsibility is vested in the PDMR or a person referred to in (a), (b) and (c) of this section, which is directly or indirectly controlled by such a person, which is incorporated for the benefit of such a person, or whose economic interests are substantially equivalent to those of such a person.

4. Trading by insiders and those closely associated with PDMR

  1. Approval requirement
  1. General

Without prejudice to the legal rules and the responsibility of the person who wishes to trade in shares, debt instruments or derivative or other financial instruments linked to them from Montea (including the acceptance or exercise of options on shares) or who lends or provides financial instruments as collateral with a view to acquiring a specific credit facility, such person shall moreover require the prior approval of Montea's compliance officer. Insiders and persons closely associated with the PDMR shall, prior to any execution of a trade in the aforementioned financial instruments, use the form made available for this purpose to inform the compliance officer of the number of financial instruments they intend to trade.

  • These are persons in Montea who:
    1. are members of a management or supervisory body of Montea;
    2. have a managerial position but who are not part of the bodies referred to in point a) and who have regular access to inside information relating directly or indirectly to Montea and are also vested with powers to take management decisions affecting Montea's future

developments and business prospects

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Dealing Code

Following the notification by the person concerned, the compliance officer may refuse the planned transaction in particular because: (i) there is a suspicion of inside information, (ii) an unusual transaction is at issue or (iii) there is a closed period at that time. In order to avoid disclosing inside information as part of the motivation of the refusal, the compliance officer's refusal must not be motivated. It cannot be contested. Any silence of the compliance officer concerning the transaction for more than two bank business days shall be deemed to be a refusal of approval.

If the compliance officer himself wishes to deal in such financial instruments, he must obtain the prior consent of the chairman of Montea's Remuneration and nomination committee. The above procedure shall then apply with the necessary adjustments.

If the trade is approved, it must be carried out within 10 bank business days of the approval, and on condition that on the date of the transaction no other impediments to trading exist in accordance with the law and these trading rules. The trade shall be conducted under the sole responsibility of the person concerned and neither Montea, nor the compliance officer or, where appropriate, the Chairman of the board of directors, can be held liable by the person concerned.

An exception to this approval prohibition is made for (i) the acquisition of financial instruments under a capital increase with preservation of the preferential subscription right of - or with an irreducible allocation right for - the existing shareholders, (ii) the acquisition of shares under the exercise of the optional dividend, (iii) the disposal of shares under a public takeover bid within the meaning of the Public Takeover Bids Act of 1 April 2007 and its implementing decrees, and (iv) the acquisition of financial instruments under a profit-sharing plan, other allocations of shares or any other type of incentive plan, as drawn up by Montea.

  1. Information relating to the processing of personal data General information

Personal data about insiders and persons closely associated with PDMR are processed under the application of this Dealing Code. These personal data are processed in accordance with the Protection of Privacy with Respect to the Processing of Personal Data Act of 8 December 1992.

The controller of these personal data is Montea.

Purposes of processing

These personal data shall be processed only to the extent necessary for the correct application of these regulations and the administration of trades in financial instruments. They will not be processed further for other (incompatible) purposes.

Transfer of personal data

Montea may pass the personal data collected as part of the application of these regulations on to third parties, including public institutions, as and where necessary for compliance with Montea's legal obligations (e.g. FSMA) or as part of administrative or judicial inquiries concerning transactions in financial instruments.

Montea may also call on carefully selected external service providers (e.g., IT providers) for the processing of personal data (e.g., data retention) when this is deemed necessary or desirable. This may also involve service providers established outside the European Economic Area, in a country that does not offer a level of protection for personal data comparable to the Belgian legislation in this area. In this case Montea shall take appropriate measures (including, but not limited to, contractual provisions with these service providers) to ensure that personal data are processed with sufficient guarantees.

Rights

Insiders and persons closely associated with PDMR have the right to request access to their personal data, as well as to have them corrected in the event of inaccuracies. These rights may be exercised with the compliance officer.

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Dealing Code

Provision of this information to persons closely associated with PDMRs

PDMRs undertake to inform persons closely associated with them of the processing of their personal data in accordance with this provision.

  1. Notification obligations of PDMRs and persons closely associated with them

The directors and other persons discharging managerial responsibilities, as well the persons closely associated with them, need to report their transactions in financial instruments of Montea to Montea and to the FSMA in accordance with article 19 of the Market Abuse Regulation.

If the planned transaction goes ahead, the directors and other persons discharging managerial responsibility as well as persons closely associated with them must notify the transaction through the portal provided for that purpose by the FSMA within three business days after the effective date of the transaction. Moreover, he/she will provide, within the aforementioned period of 3 business days, a copy of their notification of the transaction to Montea. The aforementioned obligation shall however apply only to each subsequent transaction once the total amount of the transactions (without settlement) within a calendar year has reached the threshold of €5,000.

The compliance officer shall keep a written file of each notification of the executed trade, and shall transmit a copy thereof to the Chairman of the board of directors who shall notify the other directors at the board next meeting.

  1. Closed Periods

Insiders, PDMRs and persons closely associated with PDMRs may not acquire or dispose of financial instruments during the following periods:

  1. the period of one-month immediately preceding the announcement of the annual or half-yearly results and continuing until the day of said announcement;
  2. the period of one month preceding the publication of any notice or prospectus relating to the issue of financial instruments and continuing until the day of such publication;
  3. any other period for which the board of directors has instructed the compliance officer to withhold approval of transactions requested during such period;
  4. any other period designated as such by a formal decision of the board of directors, which was notified to the insiders, whereby a notification by e-mail shall be deemed to be sufficient.

An exception to this trading prohibition is made for (i) the acquisition of financial instruments under a capital increase with preservation of the preferential subscription right of - or with an irreducible allocation right for -- the existing shareholders, (ii) the acquisition of shares under the exercise of the optional dividend (iii) the disposal of shares under a public takeover bid within the meaning of the Public Takeover Bids Act of 1 April 2007 and its implementing decrees, and (iv) the acquisition of financial instruments under a profit-sharing plan, other allocations of shares or any other type of incentive plan, as drawn up by Montea

At the end of each financial year, the compliance officer shall notify the insiders by email of the decided period for the following financial year as referred to in (a). Similarly, any changes therein shall be communicated during the course of the financial year. Insiders must instruct their investment managers or other persons trading on their behalf not to trade during closed periods. PDMRs must make every effort to ensure that persons closely associated with them do not trade in financial instruments during closed periods.

  1. Other restrictions

Insiders must avoid frequent trading in financial instruments as well as any form of speculation.

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Dealing Code

5. Enforceability

Insiders shall remain bound by this Dealing Code for three months after the end of their insider status. Without prejudice to the sanctions provided by law, a breach of this Dealing Code or of the law may lead to the insider's dismissal for gross misconduct.

6. Updates

Amendments to the Dealing Code shall be communicated to insiders by e-mail and shall be posted on the Montea intranet.

Insiders should ascertain themselves of any amendments to the applicable legislation.

* * *

Version 28 October 2021

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Disclaimer

Montea COMM.VA published this content on 28 October 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 November 2021 09:22:03 UTC.

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