Insider Trading Policy

 (As approved by the Board of Directors on August 4, 2020)

1. Introduction

1.1This Insider Trading Policy sets out the implementing rules and guidelines for Directors, Officers and employees engaging in the trading (buying and/or selling) of the Company’s shares of stock in the market.

2. Policy

2.1 It is the Company’s policy that Directors, Officers and employees who have knowledge, from time to time, of material inside information concerning the Company, which have not been disclosed to the public, including any information likely to affect the share market price of the Company, cannot engage in the trading of the Company’s shares.

3. Covered Persons

3.1 Persons covered by this Policy are the following

• Board of Directors and Corporate Secretary;
• All Key Officers, managers and members of the Management Committee of the Company who are or may be in possession of material non-public information about the Company because of their responsibilities.
• Consultants and Advisers of the Company;
• Executive assistants, confidential staff and all other employees who are made aware of undisclosed material information until such information has been publicly disclosed.
• Members of the immediate families of Directors, Key Officers and all other Covered Persons who are living in the same household as the abovementioned Covered Persons.

4. Material Non-Public Information

4.1 Material Non-Public Information (MNPI) refers to material information, whether positive or negative, which (i) has not been adequately disclosed or widely disseminated to the general public; and (ii) could be expected to affect the decision of a reasonable investor to buy or sell or hold a security.

4.2   Key examples of MNPIs include, but is not limited to:

• Financial results
• Adjustments of reported earnings
• Projections of future earnings or losses
• News of a pending or proposed merger
• Change in the corporate structure such as a re-organization
• Acquisition/Divestitures/Joint Ventures
• Dividend declaration and changes in dividend policy
• Stock splits
• New significant equity investments or debt offerings
• Significant litigation exposure
• Solvency problems which may arise from litigation, final judgments, loan defaults and losses of major clients or contracts
• Major changes in key senior management positions
• Public or private sale of Company shares

• Plans to repurchase securities or go to the public with a new issue
• Other significant developments or changes in the Company which may affect the share market price

5. RESTRICTION PERIODS

5.1 Directors, Key Officers and all Covered Persons are strictly prohibited from trading the Company shares during the period within which a material non-public information is obtained and up to two (2) full Trading Days after the price sensitive information is disclosed.

5.2 Regular and special office bulletins for Restriction Periods pertaining to the above will be issued by the Vice President, Legal Department.  

6. COMPLIANCE

6.1 When in doubt, Key Officers and Covered Persons should consult the Legal Department prior to trading of the Company’s shares, regardless of when they would like to perform such transactions, in order to determine if the trade will or will not violate this Policy.

6.2 Certain staff personnel may at certain times or from time to time possess material non-public information about potentially market-affecting activities. The staff should consult the Legal Department about any plan to trade on shares if they have knowledge or believe to have knowledge of such material non-public information, to ensure compliance with this Policy.

7. Reporting Policy

7.1 Directors and Key Officers are required to report their trades of the Company’s shares within five (5) business days to the Legal Department for proper reporting to the Securities and Exchange Commission and Philippine Stock Exchange.

7.2 All other Covered Persons are required to report their trades to the Legal Department on a quarterly basis.

8. NON-COMPLIANCE

8.1 Violation of this Policy shall be subject to disciplinary action under the Company’s Code of Conduct, without prejudice to any civil or criminal proceedings which the Company or regulators may file for violation of existing laws.

Insider Trading under the law may be subject to penalty for damages or fine and/or imprisonment. Please refer to Section 61 of the Securities Regulation Code to secure information on the penalties/damages that may arise in violation of the Insider Trading Law.

9. Review

9.1 This Policy will be reviewed at least annually or after each use. Any need for change will be reported to the Audit Committee for approval.