The SoftwareONE Internal Regulations against Insider Trading, which are published on the company’s intranet, apply to all “Affected Persons” and “Insiders”. The term “Affected Persons” includes the following:
- members of the Board of Directors;
- members of the Executive Board;
- assistants of members of the Board of Directors or the Executive management Team;
- other key employees;
- members of all management levels at the Company or any subsidiary of the company;
- local controllers of all Group Companies;
- accounting, finance and controlling of the Group;
- employees of Group Companies involved in projects dealing with assignments that may lead to price sensitive information; and
- external consultants.
“Insiders” are defined as all persons in possession of Insider Information, this being any confidential information which, if made public, would possibly have a significant effect on the price of the company’s shares, any other securities, derivatives or other financial instruments derived from such securities that are admitted for trading on a trading venue in Switzerland. The General Counsel maintains a list containing the names, dates of birth and addresses of all Insiders, as well as the date on which the relevant Insider became an Insider.
Information is considered and remains "non-public" Insider Information until released to the public by the company in compliance with applicable laws and regulations and the listing rules of the SIX Swiss Exchange (the "Listing Rules"), and until the market has had enough time to absorb and evaluate the information. The SoftwareONE Internal Regulations against Insider Trading specify that any person having knowledge of material information may not attempt to "beat the market" by trading simultaneously with or shortly after the official release of such information. The regulations set out that information is deemed absorbed and evaluated by the market by the time of close of markets on trading day after the information has been publicly released (cooling-off period).
Insiders are prohibited from exploiting Insider Information and must at all times abstain from:
- trading in the Securities, that is the shares of the company, the shares of any listed Group Company and/or other traded securities to which the Insider Information relates. Trading comprises to sell or buy directly or indirectly or in concert with third parties or otherwise buy or dispose of or enter into any transaction (including any kind of equity linked or derivative transactions) having an economic effect similar to that of a sale or a purchase of Securities or other traded securities;
- encouraging or recommending to any other person, including family members, trustees and consultants to trade in the Securities or other traded securities.
Insider Information will not be disclosed to any third party, except parties who require such information to carry out their contractual or statutory duties and who are bound by confidentiality agreements (e.g. third party advisors), as well as parties for whom the disclosure of Insider Information is a prerequisite for the entry into a contract (e.g. due diligence access in the context of a merger or acquisition), in which case such a party must enter into a confidentiality commitment, be informed of the potential price-sensitivity and cautioned not to exploit the information and provided that the company maintains a record of the information that has been disclosed.
As per the SoftwareONE Internal Regulations against Insider Trading neither the company nor any Affected Persons may deal in any Securities for their own account or the account of a related person, including an investment body, during the General Black-out Periods, regardless of whether the company or Affected Person is in possession of Insider Information.
The General Black-out Periods are:
- from December 31 until the lapse of one SIX trading day following the public release of the company’s annual results;
- from June 30 until the lapse of one SIX trading day following the public release of the company’s semi-annual results.
Affected Persons not involved in the preparation of the financial results or without access to the information are not subject to the General Black-out Periods.