Purpose
The BW LPG Insider Trading Policy is to comply with applicable legislation regarding insider trading and to prevent acts or omissions which may undermine the general trust in BW LPG.
Policy Statement
- Prohibition to Trade – No person being in possession of Inside Information may conduct any Trades in the Financial Instruments or incite any third party to conduct or abstain from any such Trades.
- Prohibition against giving advice – Individuals who become privy to Inside Information shall not give advice to any third person regarding trading in the Financial Instruments. The prohibition applies also to advice on abstaining from a transaction.
- Duty of confidentiality and due care in handling inside information – Individuals who become privy to Inside Information shall not pass such information to any unauthorised party and shall exercise due care when handling Inside Information to ensure that the Inside Information does not come into the possession of any unauthorized party or be misused.
- Duty of investigation – Before a Primary Insider exercises or induces to Trade in Financial Instruments, he or she is obliged to investigate in an adequate manner whether there is any Inside Information. The investigation shall include the review of any information they have received, and which may contain Inside Information.
- Duty to notify any Trades – Primary Insiders shall immediately notify Oslo Børs of any Trades in the Financial Instruments. The notification obligation applies also for any such Trades conducted by the Insider’s Close Associates. The same notification requirement applies to legal entities that due to their shareholding are represented on the Board.
- Notification duty when BW LPG is a Primary Insider – In the event that BW LPG owns shares in another entity listed on a regulated market, and as a consequence is represented on the board of directors of such entity, any trading in such entity’s shares shall be notified to the relevant stock exchange or authorized market. The same applies to BW LPG trading in its own shares and shares issued by a company within the BW LPG group of companies.
- Insider Trading Black-Out Period – Insider trading black-out period starts 30 days before the quarterly earnings release. For Trades from 1 Jan onwards until the start of the Q4 insider trading black-out period (i.e., 30 days before the Q4 earnings release), approval will need to be sought by Primary Insiders from the Audit Committee before trading can occur. In the event of the availability of any inside information outside of the normal quarter-end trading restrictions, Insiders will be notified separately of the trading restrictions accordingly
In order to achieve this, the following shall be undertaken:
- Treatment of Inside Information – BW LPG will make public all Inside Information but may under certain circumstances delay the disclosure if this is required to protect its legitimate interests. BW LPG will ensure that Inside Information is not given to unauthorized persons, and that the Inside Information is given only to such persons that need to receive the information for the purpose of their work.
- Maintenance of List of Insiders – BW LPG maintains and updates a list of all individuals who are given access to Inside Information. In respect of professional consultants and advisors, such as accounting firms, investment firms and law firms, BW LPG can delegate the responsibility of maintaining the list to the advisor as far as the advisor’s own handling of inside information is concerned. BW LPG continues to be responsible for compliance with the requirements and should carry out its own checks to ensure that the advisor is carrying out its duties properly. An updated list of BW LPG’s Primary Insiders is regularly provided Oslo Børs and is published on the Oslo Børs website.
- Notice to and acknowledgment by Insiders – When a person is added to a list of Insiders, the Company shall inform the Insider in the form of a notice and the Insider shall acknowledge receipt of the notice. The notice to Insiders will further inform Insiders of their duties and responsibilities whilst in possession of Inside Information.
Definitions
Close Associates
(a) The Insider’s spouse or a person with whom the Insider cohabits in a relationship akin to marriage;
(b) The Insider’s underage children and underage children of a person mentioned in subsection (a); and
(c) An entity controlled by (i) the Insider; (ii) any person mentioned in subsection (a) or (b) above; or (iii) any person or entity with whom the Insider acts in concert when exercising the rights accruing to the Financial Instruments
Financial Instruments
(a) Shares issued by BW LPG;
(b) Shares issued by other companies (if any) in the BW LPG Group; and
(c) Options, warrants, convertible loans, forward contracts and equivalent rights to the shares referred to in subsection (a) or (b).
Inside Information
Information of a precise nature which has not been made public, about the Financial Instruments, BW LPG as the issuer of these or other circumstances which, if it were made public, would be likely to have a significant effect on the price of the Financial Instruments or related financial instruments.
Insiders
The Primary Insiders and BW LPG (to the extent the BW LPG trades in its own Financial Instruments), and individuals or entities given access to Inside Information.
Primary Insider
(a) Senior employees of BW LPG who by virtue of their position or office normally can be expected to have access to Inside Information;
(b) Members, deputy members and observers to the Board and, who by virtue of their position normally can be expected to have access to Inside Information, members of the board of directors of other companies in the BW LPG Group; and
(c) BW LPG’s auditors (i.e., the individual auditor responsible for the auditing of BW LPG and the assistant(s) regularly employed by the auditor in his or hers auditing of BW LPG).
Trade
Selling, acquiring, subscribing to, exchanging or swapping, directly or indirectly on one’s own account or on another person’s account, any of the Financial Instruments, or inducement to such transactions.
