Regulations for selling shares based on insider information

30 maart 2016

Arcadians are encouraged to step into the Arcadis Global Share Plan, buy Arcadis shares and benefit from the opportunity to share in the performance of ARCADIS. The Global Share Plan is open to all Arcadians, however every employee has to take into account some restrictions.

Everyone who is not considered to be a ‘general insider’, or is not in the possession of ‘insider information’, is encouraged to visit http://www.lovinklaan.nl/en/global-share-plan/participate-change/ to access the participation forms to join the Global Share Plan.

Arcadians who do belong to the small number of people in the possession of insider information, have to pay attention to the following restrictions:

By law and by internal regulations, board members and employees are restricted from trading in Arcadis’ securities and taking any other type of trading decision or any other kind of market abuse such as tipping, market manipulation or unlawful disclosure while in the possession of insider information. Be aware that acting upon insider information can lead to administrative and criminal penalties and will harm the reputation of the company. Every Arcadian is personally responsible and accountable for this.

General Insiders

Arcadians who belong to the designated group of Arcadis employees who are regarded as “general insiders”, are prohibited to make trading decisions (sell or transfer shares) during the so called “closed periods”. General insiders are certain Arcadis executives and employees of Arcadis NV. General insiders have received a notification from Legal HQ.

Type of decision making:
Each of the decisions on joining the GSP, discontinue participating in the GSP, increase or decrease the amount of a participant’s GSP contribution qualifies, or may qualify, as a trading decision.

Closed Periods:
The above mentioned type of decision making should in any case not be made by general insiders during so-called closed periods’: the periods immediately preceding the publication of financial results of Arcadis NV. In 2016 the closed periods are as follows:
– 11 January through 17 February 2016
– 24 March through 20 April 2016
27 June through 26 July 2016  
– 27 September through 26 October 2016

Please note that the change periods for the GSP (the periods in where participants are allowed to join GSP, discontinue, increase or decrease the amount etcetera) are 30 June and 31 December. This means that general insiders might only be allowed to make trading decisions once a year in December.

Open Periods:
General Insiders are likely to be allowed to trade during open periods (periods outside closed periods). If you would like make trading decisions during an open period (December), please contact your compliance officer to inform whether it is allowed to trade.

Insider Information

Arcadians who are in the possession of ‘Inside infor­ma­tion” (sometimes referred to as “insider knowledge”) regarding Arcadis (whether you are a general insider or not), are prohibited to make trading decisions (sell or transfer your shares), unless and until the information is shared with the market.

Some particular functions, such as a CFO, are always likely to be in the possession of insider information. These functions are allowed to trade under some additional conditions:

  • Only allowed to make trading decisions in so called ‘open periods’
  • Trading behavior needs to be consistent
    • Trading decision has to be made for the next couple of years
    • Not allowed to frequently change their trading decision
  • At times they wish to adapt their trading decision or sell their shares, they should consult their compliance officer.

We urge those of you who are general insiders or have insider information to study the detailed information and instructions the “Regulations regarding transactions in Arcadis securities” as well as the “Explanatory Notes on Statutory Rules on Insider Information” which can be found on the corporate Arcadis intranet (the Source). If you have any doubts or questions with regard to “insider information”, please consult the Arcadis compliance officer for more information.

 

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