Regulatory Filings • Sep 9, 2022
Regulatory Filings
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conclusion to be drawn as to the possible effect of that set of circumstances or event on the prices of Company Securities. In other words, rumours or speculations are not considered to be information of a precise nature.
$2.3$ Information is considered to be likely to have a significant effect on the price of the Company Securities, if a reasonable investor would be likely to use such information as part of the basis of his/her/its investment decisions.
If an Employee or Board Member possesses Inside Information, he/she may not use that information to Trade, or attempt to Trade, in Company Securities. A cancellation or amendment of an order concerning Company Securities is also considered to be Trading.
This prohibition does not apply if the Employee or Board Member Trades in discharge of an obligation that has become due in good faith (and not to circumvent the insider trading prohibition or for any other illegitimate reason) and where (i) the obligation results from an order placed, or an agreement concluded, before the Employee or Board Member concerned possessed the Inside Information, or (ii) the transaction is carried out to satisfy a legal or regulatory obligation that arose, before the Employee or Board Member concerned possessed Inside Information.
Employees and Board Members are prohibited from engaging in the Unlawful Disclosure of Inside Information.
An Employee or Board Member may not disclose Inside Information to anyone else, except where (i) the disclosure is made in the normal exercise of such Employee's or Board Members' employment, profession or duties and (ii) the recipient of such Inside Information is under an obligation of confidentiality (e.g. pursuant to a non-disclosure agreement).
The onward disclosure of recommendations or inducements amounts to Unlawful Disclosure, where the Employee or Board Member disclosing the recommendation or inducement knows or ought to know that it was based on Inside Information. Therefore, an Employee or Board Member may not recommend or induce anyone to engage in Trading in Company Securities whilst he/she is in the possession of Inside Information.
PDMRs, which includes members of the managing board of the Company (the Managing Board) and members of the Supervisory Board, may not Trade in Company Securities during a Closed Period, regardless of whether they possess Inside Information.
$(a)$ the period of 30 calendar days prior to the publication of the Company's annual or semi-annual financial statements and quarterly earnings releases.
The Compliance Officer is responsible for announcing which periods in a financial year are Closed Periods and will communicate the specific dates of the Closed Periods in any financial year on the Company's intranet and corporate website prior to the start of each financial year. Any changes or additions will be announced in the same manner in the course of the financial year.
Employees and Board Members who have Inside Information are prohibited from Trading in the relevant Company Securities to which the Inside Information relates. In addition, an Employee or Board Member is prohibited from Trading during any period in which the Employee or Board Member has been prohibited doing so by the Compliance Officer.
An Employee or Board Member may not Trade in Company Securities when the Compliance Officer has prohibited him/her from doing so, regardless of whether he/she possesses Inside Information.
The Compliance Officer may grant an Employee or Board Member dispensation from any of the restrictions included in clauses 3.3 through 3.5 of this Policy, to the extent permitted by applicable law. Any dispensation request must be made in writing stating the reasons for the request. Any dispensation from a prohibition granted by the Compliance Officer is without prejudice to the statutory market abuse prohibitions, including the prohibition on insider trading.
An Employee or Board Member may consult the Compliance Officer on whether a particular Trading or other behaviour is allowed under this clause 3. Further details regarding consultations with the Compliance Officer are set forth in clause 8.4 of this Policy.
Without prejudice to the statutory market abuse prohibitions, the restrictions included in clauses 3.3 through 3.6 will continue to have effect until six months after the date on which the Employee or Board Member (i) will have ceased to be employed by the Company, or (ii) will have ceased to occupy the relevant position with the Company, as the case may be.
At least once a year the Compliance Officer will organise a training on insider trading 3.9 and capital market compliance. For the Managing Board, the Supervisory Board, other PDMRs and senior managers such training is mandatory. The Compliance Officer will keep attendance records.
If a member of the Supervisory Board holds Company Securities, he/she should hold these for long-term investment purposes. This obligation will continue to have effect until six months after the date on which the member of the Supervisory Board will have ceased to occupy that position with the Company.
When Trading in Company Securities, each member of the Managing Board and Supervisory Board will obtain approval of the Compliance Officer.
PDMRs are prohibited from Trading in Company Securities and subsequently, during the following six months, Trading in Company Securities which has the effect of undoing or limiting the risk of the first Trading. This prohibition does not apply if the first Trading is the exercise of an option granted by the Company and the second Trading is the sale of the Company's Securities acquired by the exercise of such option.
PDMRs are also prohibited of writing (selling) and buying options (or similar Trading such as (naked) short sales) on Company Securities and on affiliated financial instruments. This prohibition does not apply with respect to Company Securities accepted in connection with a stock option plan.
The restrictions in this clause 4.2 will continue to have effect until six months after the date on which the member of the Managing Board or Supervisory Board, or other PDMR, will have (i) ceased to be employed by the Company, or (ii) ceased to occupy that position with the Company, as the case may be.
Each member of the Managing Board and each member of the Supervisory Board must report each transaction in Company Securities conducted for their own account to the Compliance Officer on the first business day following the date of such transaction.
Each member of the Managing Board and each member of the Supervisory Board must notify both the AFM and the Compliance Officer of the following, and at the time indicated:
$(c)$ within two weeks of the appointment as a member of the Managing Board or as a member of the Supervisory Board, as the case may be: his/her holding in Company Securities or voting rights.
The required notification form for the public disclosure of notifiable transactions can be downloaded from the website of the AFM. The Company must make public the information, contained in a notification referred to in this clause 4.3, within two business days after the date of receipt of such a notification.
Each PDMR, other than a member of the Managing Board or a member of the Supervisory Board, must promptly, and ultimately within three business days, notify both the AFM and the Compliance Officer of every transaction in Company Securities conducted by him/her or on his/her account. A non-exhaustive list of transactions that must be notified is included in Appendix III of this Policy.
PDMRs must instruct any person arranging or executing transactions on their behalf, such as an individual portfolio manager, to timely inform them (i) of any transaction or change that is notifiable under clauses 4.3 and/or 0 of this Policy, or (ii) to make the required notifications on their behalf.
PDMRs must provide a list to the Compliance Officer of all persons that qualify as their PCAs and specify how they are associated with them.
PDMRs must inform their PCAs in writing (and keep a copy thereof) of their duty to notify the AFM and the Compliance Officer promptly and ultimately within three business days of every transaction in Company Securities.
PDMRs will use their best efforts to discourage PCAs to enter into transactions in violation of this Policy.
$5.1$ Pursuant to the MAR, the Company, through its Compliance Officer, will keep a list of persons (i) who have access to Inside Information and (ii) who are working for the Company under a contract of employment, or otherwise performing tasks through which they have access to Inside Information, such as advisers, accountants or credit rating agencies.
The Company remains responsible for the Insider List, even where a person acting on its behalf or on its account keeps the Insider List and retains the right of access to the Insider List. The Company and any person acting on its behalf or on its account, will each draw up an Insider List and keep such Insider List updated.
the identity of any person having access to Inside Information on a regular or $(a)$ incidental basis:
(b)
(c)
(f)
6.2 The Company will inform Employees and Board Members of their inclusion on the Insider List. The Company, and any person acting on its behalf or on its account, will each take all reasonable steps to ensure that any Employee or Board Member on the Insider List acknowledges in writing that they are aware of (i) their duties as set forth in this Policy, as well as of the applicable sanctions included and referred to in clause 7 of this Policy, and (ii) the processing of their Personal Data as mentioned above.
$8.1$ The Managing Board will announce who has been appointed as the Company's Compliance Officer and where he/she can be reached. The Compliance Officer may, in consultation with the Managing Board, appoint one or more deputies to carry out his/her duties and powers.
The Managing Board has the right to take decisions in any circumstances not covered by this Policy, provided that the Managing Board does so in accordance with applicable law, including the MAR.
If applicable law mandatorily prescribes a stricter rule, restriction or obligation than a provision of this Policy, the stricter rule, restriction or obligation under applicable law prevails.
The provisions of this Policy may be amended and/or supplemented by a resolution of the Managing Board, subject to the prior approval of the Supervisory Board. Amendments and/or supplements will enter into force on the date so specified, unless the announcement specifies otherwise.
This Policy is governed by Dutch law.
AFM means the Dutch Authority for the Financial Markets (Autoriteit Financiëte Markten).
BaFin means the German Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht).
Board Member means a member of the Supervisory Board or of the Managing Board of the Company.
Closed Periods has the meaning given to it in clause 3.3 of this Policy.
Company means Shop Apotheke Europe N.V. and, unless the context otherwise requires, its subsidiaries.
Company Securities means shares or securities of the Company or other financial instruments the value of which is determined by, or has an effect on, such shares or securities of the Company or such financial instruments in each case within the meaning of Section 1:1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht), which have been admitted to trading on a regulated market, a multilateral trading facility or an organised trading facility in the Netherlands or another Member State, or for which a request for admission to trading on such market or trading facility has been made.
Compliance Officer means the person designated as the Company's compliance officer appointed pursuant to clause 8.1 of this Policy.
Delegated Regulation means Commission Delegated Regulation (EU) 2016/522 of 17 December 2015 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council as regards an exemption for certain third countries public bodies and central banks, the indicators of market manipulation, the disclosure thresholds, the competent authority for notifications of delays, the permission for trading during closed periods and types of notifiable managers' transactions.
Employee means any person employed by, or in any other form of relationship of authority to, the Company or a subsidiary of the Company, irrespective of the duration of the employment, including PMDRs not being Board Members.
Inside Information means information (i) of a precise nature, (ii) which has not been made public, (iii) relating, directly or indirectly, to the Company and/or the Company Securities and (iv) which, if it were made public, would be likely to have a significant effect on the price of the Company Securities. Examples include: non-public information regarding annual or semiannual results, planned mergers or acquisitions, planned share issuances, changes in the composition of the Managing Board or Supervisory Board, or the introduction of new products or services by the Company.
Insider List means the list of all persons who have access to Inside Information and who are working for the Company under a contract of employment, or otherwise performing tasks through which they have access to Inside Information, such as advisers, accountants or credit rating agencies.
Managing Board has the meaning given to it in clause 3.3 of this Policy.
(d)
(a)
The market abuse prohibitions can be summarized as set forth below. The precise prohibitions are contained in the Articles of the MAR referred to in paragraphs 1.1 through 1.3 of this Appendix II. There are a limited number of exemptions from the prohibitions. Inside Information is a crucial term for the prohibitions, please refer to the definition of "Inside" Information" in Appendix I of this Policy.
It is prohibited for any person to make use of Inside Information by acquiring or disposing of. for its own account or for the account of a third party, directly or indirectly, financial instruments to which that information relates, as well as an attempt thereto. The use of Inside Information by cancelling or amending of an order concerning a financial instrument is also prohibited.
It is prohibited to (i) disclose Inside Information to anyone else, or (ii) whilst in the possession of Inside Information. recommend or induce anyone to engage in trading in financial instruments to which the Inside Information relates.
It is prohibited to engage or attempt to engage in market manipulation. Market manipulation can take various forms and includes a purchase or sale transaction or the dissemination of information which gives, or is likely to give, false or misleading signals as to the supply or demand for a financial instrument.
Violation of the market abuse prohibitions summarised above constitutes a crime and an administrative offence.
In the event of a violation of any of the prohibitions above, the AFM and/or the BaFin candecide to impose an administrative fine - once the decision to impose the fine has been taken, AFM and/or BaFin respectively will in principle publish any fine or measure imposed by it;
Violation of any of the prohibitions above is subject to a maximum period of imprisonment of six years and/or a sentence of community service. Additional penalties and measures can be imposed.
Violation of the prohibitions set forth in this Appendix II can also have company law or employment law consequences, including immediate or other termination of employment, even if no regulatory or government sanctions are imposed.
(c)
(e)
(f)
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