Management Transactions

Directive Management Transactions

I. GENERAL PROVISIONS

Art. 1 Scope

The duty to disclose management transactions applies to all issuers whose equity securities have their primary listing on MERJ Exchange.

II. DISCLOSURE TO THE ISSUER

Art. 2 Persons Subject to Reporting Obligations

1. In keeping with LR54, members of the board of directors and the executive committee of an issuer are obliged to report management transactions.

2. The issuer is responsible for ensuring compliance with the reporting obligations of persons subject to such obligations and for taking action against non-compliance.

Art. 3 Principle of the Reporting Obligation

1. An individual is obliged to report a transaction if it has a direct or indirect effect on their assets including those under an asset management agreement, are still subject to reporting obligations. Transactions whose where the person has no possibility of to influence are not subject to the reporting obligation.

2. Transactions executed by related parties under the significant influence of the individual must also be reported. Related parties include:

a. Spouses, children and domestic partners;

b. Individuals living in the same household;

c. Entities or fiduciaries where the individual holds a management position, exercises control, or is a beneficiary.

Art. 4 Reportable Transactions

1. The reporting obligation includes transactions involving:

a. Equities or similar shares in an issuer.

b. Rights to convert, purchase, or sell such equities.

c. Financial instruments with performance linked to the above.

2. Transactions where less than one-third of performance depends on these instruments are excluded.

3. An issuer's transactions in its own equity securities or related instruments are not subject to the reporting obligation.

Art. 5 Types of Reportable Transactions

1. The obligation applies to the acquisition, disposal, or grant of rights as defined in Art. 4.

2. Exclusions include pledges, usufructs, securities lending, inheritances, gifts, and marital property disputes.

Art. 6 No Reporting Obligation for Compensatory Transactions

1. Transactions under employment contracts or compensation schemes without the individual's discretion are excluded.

2. Final allocations under such schemes are excluded, but subsequent actions, like exercise or sale, are reportable.

Art. 7 Commencement of the Reporting Obligation

1. The obligation arises when the transaction is concluded, regardless of conditions. For exchange-settled transactions, it begins at execution.

2. Multiple transactions of the same type on the same day require only one notification.

III. REPORTING BY THE ISSUER

Art. 8 Transmission of Notifications via the Electronic Reporting Platform

1. Issuers must submit notifications to MERJ Regulation via email to [email protected] or the designated electronic reporting platform.

2. By submitting notifications, issuers authorize MERJ to store the data for four years and make specified information publicly accessible for three years via remote access.

3. MERJ will handle database search requests.

IV. SANCTIONS

Art. 9 Sanctions

Violations of this Directive may be penalized in accordance with LR73.

V. FINAL PROVISIONS

Art. 10 Entry Into Force

This Directive shall enter into force on 1 March 2025.