INSIDER POLICY. 1 About the insider policy. 2 Summary

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Abner Jacobs
5 years ago
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1 It was resolved by the Board of Directors of Lifco AB (publ) (Reg. No ) (the Company ) at a meeting held on 14 September 2016 to adopt this INSIDER POLICY 1 About the insider policy 1.1 Lifco AB (publ) ( Lifco or the Company ) has a strong ambition to operate correctly from an ethical perspective. As part of the work to maintain a high ethical level and to secure Lifco s continued good reputation with the public and the capital markets, the Board of Directors of Lifco (the Board ) has adopted this internal insider policy (the Policy ). The Policy is meant to reduce the risks of insider dealing and other prohibited actions. 1.2 The requirements set forth in the Policy are, to some extent, stricter than applicable law. Prior to any trading in financial instruments, however, the transaction must also be considered based on applicable legal provisions. For practical reasons, this Policy does not include all applicable legal provisions. It is the responsibility of the individual to know and comply with, not only this Policy, but also the legal provisions applicable at each time. If there is any doubt on whether an action is in compliance with applicable legal provisions, it is strongly recommended that the Company s CEO or CFO is contacted on beforehand. 2 Summary All employees of the Lifco Group shall know and comply with the provisions set out in the Policy. It is the responsibility of each individual to know and comply with, not only this Policy, but also the legal provisions and other rules and regulations applicable at each time. Inside information is information of a precise nature, which has not been made public, relating directly or indirectly, to the Company or the Company s financial instruments, and which, if it was made public, would be likely to have a significant effect on the prices of the Company s financial instruments (including both shares and debt instruments) or on the price of related derivative financial instruments. See section 3.2. Persons covered by this Policy are not allowed to carry out transactions in Lifco s shares or debt instruments during 30 calendar days before an ordinary interim report or a year-end report. This prohibition shall also include the day of the report. See section 5. Persons covered by this Policy are strongly recommended to consult with the Company s CEO or CFO prior to any acquisition or disposal of financial instruments issued by (or related to) Lifco. See section 6. Persons discharging managerial responsibilities at Lifco, as well as persons closely associated with them, shall notify Lifco and the Swedish Financial Supervisory Authority of transactions in Lifco s financial instruments. See section 7. Lifco has detailed instructions for handling and disclosing inside information and keeps internal lists of those persons with access to inside information relating to the Company. See section 8. Please contact the CEO or CFO if you have any questions. Page 1 (6)

2 3 Legislation 3.1 The relevant legislation is found in: Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2016 on market abuse (the Market Abuse Regulation ); The EU Commission s delegated regulations and implementing rules and regulations; Financial Instruments Trading (Market Abuse Penalties) Act (2005:377) (the Market Abuse Act ); and The Swedish Act concerning Reporting Obligations for Certain Holdings of Financial Instruments (2000:1087) (the Reporting Obligations Act ). 3.2 The Market Abuse Regulation and the Market Abuse Act contain provisions on insider dealing prohibitions. According to these provisions, persons who possess inside information in relation to a company or a financial instrument may not, on their own account or for the account of a third party, acquire or dispose of such shares or financial instruments (except in certain specific situations). Inside information is information of a precise nature, which has not been made public, relating directly or indirectly, to the Company or the Company s financial instruments, and which, if it was made public, would be likely to have a significant effect on the prices of the Company s financial instruments (including both shares and debt instruments) or on the price of related derivative financial instruments. Information which would be likely to have a significant impact on the price is information that a reasonable investor would be likely to use as part of the basis of his or her investment decisions. It is also prohibited to disclose such information. 3.3 The Market Abuse Regulation and Market Abuse Act also contain prohibitions on market manipulation, i.e. a criminalization of certain false or misleading actions and distribution of false or misleading information. 3.4 The Market Abuse Regulation stipulates notification duties for the members of the board, the CEO, certain other persons discharging managerial responsibilities and persons closely associated with them. These individuals must notify Lifco and the Swedish Financial Supervisory Authority (the SFSA ) in writing of transactions in Lifco s shares or debt instruments as soon as the total transactions exceed the threshold value of EUR per calendar year and person. The notification must be submitted to the Company and the SFSA no later than three business days after the date of the transaction. 3.5 The Market Abuse Regulation also contains a prohibition on transactions with Lifco s shares and financial instruments during 30 days before the publication of an ordinary interim report or a year-end report. The prohibition applies to persons discharging managerial responsibilities at Lifco. Lifco has internally decided that this prohibition also shall include the day of the report. 3.6 The Market Abuse Regulation further includes a requirement for Lifco to continuously keep an internal insider list (logbook) of persons working for Lifco, either under a contract of employment or otherwise and with access to inside information. Page 2 (6)

3 4 Internal insider policy 4.1 The Company has established an insider committee (the Committee ) which is composed by the chairman of the Board, the CEO and the CFO. The Committee shall be responsible for any and all decisions and measures in relation to determination of when inside information exists, disclosure and delayed disclosure of inside information, the keeping of the Company s logbook,closed periods during which transactions are prohibited and notification obligations for persons discharging managerial responsibilities ( PDMRs ). The Committee may delegate any of the above-mentioned responsibilities to the Company s CEO and/or CFO. 4.2 This Policy covers the following persons: (i) persons included as PDMRs in the list that Lifco keeps in accordance with Article 19(5) of the Market Abuse Regulation; (ii) persons working with press releases and/or financial reporting; and (iii) persons participating in the production or compilation of financial information on group level. 4.3 Each person who is covered by the Policy shall, by the Committee, be individually notified thereof and shall receive a copy of this Policy. Annual training and update on insiderrelated matters should be held with the persons concerned. 5 Closed periods during which transactions are prohibited 5.1 The persons who are covered by the Policy may not conduct any transactions in Lifco s shares or debt instruments 1 during 30 calendar days before the publication of an ordinary interim report or a year-end report. The prohibition also includes the day of the report, i.e. the entire day on which the applicable report is announced. This prohibition relates to all trading on the securities market as well as outside the securities market. For those persons included as PDMRs in the list that Lifco keeps in accordance with Article 19(5) Market Abuse Regulation (see section 7 below), the prohibition also covers trade in nomineeregistered financial instruments where the owner is unable to influence the sales or purchases (so-called discretionary management). 5.2 The Committee may in specific cases allow a person who is covered by this Policy to trade on their own account, or for the account of a third party, during a closed period on a caseby-case basis due to the existence of exceptional circumstances, such as for example severe financial difficulty which require the immediate sale of shares. 5.3 The Committee may also allow a person covered by this Policy to carry out transactions under, or related to, an employee share or saving scheme, qualification or entitlement of shares, or transactions where the beneficial interest in the relevant security does not change. 5.4 It shall be noted that an exception under section 5.2 or 5.3 assumes that the person granted the exception does not have access to inside information and can show that the 1 The trading prohibition also applies to share-related instruments such subscription rights, interim certificates, convertibles, warrants, futures etc. Page 3 (6)

4 transaction in question cannot be carried out at any other time than during the closed period. 5.5 The Commission Delegated Regulation (EU) 2016/522 contains provisions that determine the conditions under which an exemption for carrying out transactions during a closed period can be granted. 5.6 The Committee may also grant other general exemptions, as well as exemptions in individual cases, to the extent this is permissible under applicable law. 6 Application prior to trading 6.1 The persons covered by this Policy are strongly recommended to consult with the Company s CEO or CFO prior to any acquisition or disposal of financial instruments issued by (or related to) Lifco. It should be noted that if a transaction thereby is consented to, such transaction shall be made at the latest on the following business day, if not otherwise specifically agreed upon. 7 Notification obligations for persons discharging managerial responsibilities 7.1 PDMRs at Lifco as well as persons closely associated ( PCA ) with them, shall notify Lifco and the SFSA about transactions in Lifco s financial instruments. The obligation to notify applies to transactions in shares or debt instruments (or derivatives or other financial instruments linked thereto). 7.2 Notifications shall be made as soon as possible and no later than three business days after the date of the transaction. Notifications shall be made in a specific format, in accordance with the instructions on the SFSA s website. Notifications shall at the same time also be sent to the Company, which can be done via at this address: elisabeth.illes@lifco.se. 7.3 Lifco shall draw up a list of PDMRs and PCAs. The Company shall notify the PDMRs of their obligations under the Market Abuse Regulation in writing. The Committee is responsible for ensuring that all PDMRs are notified of their obligations. One copy of the notification shall be kept by Lifco and one copy shall be kept by the PDMR. 7.4 PDMRs shall notify PCAs of their obligations under the Market Abuse Regulation in writing. The Committeeis responsible for ensuring that all PDMRs issue notifications to their respective PCAs of their obligations. 8 Handling of inside information and keeping of insider lists 8.1 Lifco shall inform the public as soon as possible of inside information relating to the Company. Lifco may, on its own responsibility, delay disclosure to the public of inside information provided that certain provisions under the Market Abuse Regulation are fulfilled (among others that immediate disclosure is likely to prejudice the legitimate interests of Lifco). All decisions concerning delayed disclosure of inside information, including determination of when inside information exists, shall be made by the Committee. The Committee is responsible for ensuring that there are detailed instructions Page 4 (6)

5 for how decisions to delay disclosure of inside information shall be made. If Lifco decides to delay disclosure of inside information, the Company shall draw up a list of those persons who have access to the relevant inside information (see section below). 8.2 The existence of potential inside information concerning Lifco must immediately be reported to the Committee,by to the CFO at the following address: therese.hoffman@lifco.se. Please note that such s contain sensitive information and shall be handled appropriately. The shall set out what kind of information it concerns, which persons have access to this information and which date, as well as what time, the persons obtained access to inside information. 8.3 The responsibility to ensure that reporting to the Committeeis made in accordance with the above rests upon the person in charge of the project, matter or event to which the inside information relates. The person in charge must also inform the Committeeas soon as the information other than by means of publication of a press release ceases to be inside information (for example where the negotiations regarding a potential acquisition have been terminated and the acquisition no longer is expected to be completed), in order for Lifco s insider list to be updated accordingly. The person in charge, along with the Committee, decides which persons shall be involved in matter where they obtain access to inside information. The Committeemust immediately be informed when a person who has not previously had access to inside information obtains access to inside information, in accordance with section 8.2 above. 8.4 The Committeeis responsible for ensuring that there are routines for how inside information shall be handled at Lifco. The person in charge is responsible for ensuring that the routines are implemented and adhered to in the project or transaction the inside information relates to. 8.5 If Lifco delays disclosure of inside information, Lifco shall, in accordance with the Market Abuse Regulations and the Reporting Obligations Act, draw up an internal list ( Logbook ) of those persons who have access to inside information. The Committee is responsible for ensuring that a new section of the Logbook is opened when a decision to delay disclosure of inside information has been made in accordance with 8.1. All persons with access to inside information about the Company, working either as employees or otherwise (including inter alia board members, external consultants and auditors) shall be included in the Logbook, irrespective of whether these persons are registered in the Company s list of PDMRs. 8.6 Persons thereby reported shall be registered in Lifco s Logbook and shall be informed by the consequences thereof as well as acknowledges in writing the legal and regulatory duties entailed and is aware of the sanctions applicable to insider dealing and unlawful disclosure of inside information. 8.7 It is possible for Lifco to instruct external advisers/consultants, for example an investment bank or a law firm in connection with a corporate acquisition, such parties may to be instructed to keep their own logbooks (Sw. underloggböcker) including the individuals Page 5 (6)

6 within that party s organization who have inside information relating to the project in question. If Lifco chooses to instruct a third party to keep a logbook of the persons at the third party with access to the inside information, Lifco remains fully responsible for compliance with the rules regarding insider lists in the market abuse regulation and shall ensure that Lifco always has the right of access to any such logbook. 8.8 Counterparties/customers/suppliers, and their employees and consultants, do not have to be included in Lifco s logbook. If Lifco shares inside information with such a party which may only happen exceptionally Lifco should in any event keep careful notes about who has received inside information selectively, when that happened and what information was disclosed, etc. The Committee must ensure that such notes are also kept, although they are not formally part of the logbook. The special rules on market soundings in the market abuse regulation must be complied with, to the extent applicable. 8.9 Detailed provisions regarding the handling of inside information, delayed disclosure and logbooks are set forth in separate instructions decided by the Committee and presented to the Board. Page 6 (6)

INSIDER POLICY AND GUIDELINES

It was resolved by the Board of Directors of Lifco AB (publ) (Reg. No. 556465-3185) at a meeting held on 20 November 2014 to adopt these INSIDER POLICY AND GUIDELINES 1 General 1.1 A strong ambition of