In this Insider Trading Policy (“Policy”) , “Vista Global” or “VGH” refers to Vista Global Holding Limited, a company incorporated in the United Arab Emirates, having its registered address at Unit GV11, L1, Unit 106 , Level 1, Gate Village Building 11, Dubai International Financial Centre, Dubai, 507213, United Arab Emirates and with registration number 2953, and any of its subsidiaries and/or affiliate companies.
Vista Global is committed to complying with relevant securities laws in all jurisdictions in which it operates. This policy outlines procedures to ensure that Vista Global and all the other persons to whom this Policy is applicable do not commit insider trading violations.
Vista Global is subject to various laws and regulations governing trading in its securities. It is Vista Global's policy to comply fully, and to assist its Employees in complying fully, with these laws and regulations. This Policy provides procedures and guidelines with respect to transactions in Vista Global's "securities" (as defined under "Policies Regarding Trading in Vista Global's Securities" below), the protection of material, non-public information, and the standard of conduct expected of Vista Global and its Employees.
The procedures regarding securities trading outlined below are designed to deter and, where possible, to prevent such improper trading.
This Policy applies to:
All references in this Policy to "Employees" should be read to include all Family Members, Consultants, and Stakeholders.
This Policy is intended to supplement and not replace other Vista Global codes of conduct, policies, rules and procedures that are applicable to Employees from time to time. If any Employee has any doubt as to the codes, policies, rules and procedures applicable in a given situation, or if he/she perceives any conflict or inconsistency between this Policy and any other Vista Global code, policies, rules or procedures, then he/she should raise the issue with, and seek direction from the legal department by contacting email@example.com. This Policy is a statement of principles and expectations for individual and business conduct. It is not intended to and does not in any way constitute a contract, an employment contract, or assurance of continued employment, and does not create any right in any Employee. The enforcement and interpretation of this Policy rests solely with Vista Global. This Policy only creates rights in favour of Vista Global. The headings contained in this Policy are for convenience only and shall not be interpreted to limit or otherwise affect the provisions of this Policy.
Where national laws or regulations relating to insider trading applicable to Employees are less restrictive than this Policy, then the Employees must comply with this Policy, even if the Employee's conduct would otherwise be legal. On the other hand, if national laws or regulations are more restrictive than this Policy, the Employees must always, at a minimum, comply with those laws and regulations. In the event of any conflict between this Policy and applicable mandatory law, the applicable mandatory law shall prevail.
"Insider trading" includes various forms of conduct, including (1) purchases, sales and other transfers of securities on the basis of material, non-public information, (2) disclosing or "tipping" material, non-public information to others or recommending the purchase, sale or other transfer of securities on the basis of such information, and (3) assisting someone who is engaged in any of the above activities.
The term "insider" applies to anyone who, by virtue of a special relationship with Vista Global, possesses material, non-public information regarding the business of Vista Global. An individual can be considered an insider for a limited time with respect to certain material, non-public information even though he or she is not a director or officer. For example, an assistant who knows that an acquisition is about to occur may be regarded as an insider with respect to that information until the news of such acquisition has been fully disclosed to the public.
Information is generally deemed to be "material" if there is a substantial likelihood that a "reasonable investor" would rely on it in deciding to purchase, sell or hold a security to which the information relates. Examples of information that is generally regarded as material are:
Information is "non-public" if it has not been previously disclosed and is not otherwise available to investors generally. For example, filings with the U.S. Securities and Exchange Commission ("SEC") and broadly disseminated non-exclusionary public press releases are generally regarded as public information. Information about undisclosed financial results or a possible merger, acquisition or other material development, whether concerning Vista Global or otherwise, and obtained in the normal course of employment or through a rumour, tip or just "loose talk'', is not public information. Information should be considered "non-public" until the beginning of the third Business Day (as defined below) after such information has been disseminated widely to the general public through press releases, news tickers, newspaper items, quarterly or annual reports or other widely disseminated means. Disclosures made to Vista Global's bondholders generally shall not be considered "non-public" with respect to other bondholders or prospective bondholders who have equal access to the same information in connection with a purchase, sale or other transfer of Vista Global's bonds or similar debt securities.
For purposes of this Policy, "Business Day" shall mean any day (other than a Saturday or Sunday) on which (i) the Federal Reserve Bank of New York is open for business and commercial banks in New York City are open for domestic and foreign exchange business and (ii) Euroclear, Clearstream, or the Trans-European Automated Real-time Gross Settlement Express Transfer system, or the TARGET2 system, are open for business.
Violations of insider trading laws may lead to criminal and civil liability and/or disciplinary action. There are no limits on the size of a transaction that will trigger insider trading liability. For example, in the past, relatively small trades have resulted in SEC investigations and lawsuits.
Individuals found liable for insider trading face severe penalties (criminal and civil) which may also include imprisonment. In addition to the potential criminal and civil liabilities mentioned above, in certain circumstances Vista Global may be able to recover all profits made by an insider who traded illegally, plus collect other damages. In addition, Vista Global (and its executive officers and directors) could itself face penalties as a result of an Employee's violation and/or criminal penalties for failing to take steps to prevent insider trading.
Vista Global has a zero tolerance approach to intentional violations of this Policy. If an employee, officer, director, contracted personnel of Vista Global, or person designated by Vista Global to be bound by this policy, fails to comply with this Policy, then he/she may be subject to disciplinary action that may include dismissal from employment. Disciplinary measures will depend on the circumstances of the violation and will be applied in a manner consistent with Vista Global's policies.
In the event that any Consultant fails to comply with any provision in this Policy and does not remedy the failure (if such a failure is remediable) within 10 days of such person being notified in writing of the failure by Vista Global, then Vista Global may terminate the business relationship with such person (including terminating all contracts and agreements in force between Vista Global and such person) by means of written notice to such person, with immediate effect, without need of judicial recourse, and without liability for compensation or damages (whether direct and/or indirect) of any type or nature in favour of such person.
In the event that any Family Member or Stakeholder fails to comply with any provision in this Policy, then Vista Global shall take any remedial action it deems appropriate against such person committing the violation.
The following policies apply to all transactions, direct or indirect, in all securities of any entity within Vista Global. As used herein, "securities" includes, but is not limited to, common stock (including shares of common stock that may be held in any retirement savings plan, pension plan, retirement plan, or other similar plan that Vista Global may adopt in the future), preferred stock, debt instruments (including corporate bonds regardless of issuing affiliate or subsidiary), and derivative securities (including stock options, put or call options and other similar securities, equity-linked instruments and any securities convertible into, or exchangeable or exercisable for any other securities).
Prohibitions for All Employees:
The following procedures apply to Section 16 Reporting Persons (as defined below) and certain other persons that may be designated by Vista Global from time to time ("Designated Individuals"). "Section 16 Reporting Persons" means members of Vista Global's Board of Directors, retired directors and certain executive officers, assuming for the purpose of determining Section 16 Reporting Persons that the reporting and "short-swing profit" liability provisions of Section 16 of the Exchange Act applies to Vista Global and regardless of whether Vista Global meets the definition of a "foreign private issuer". Section 16 Reporting Persons and Designated Individuals will be informed of their status by Vista Global's Chief Compliance Officer (or an authorised delegate thereof).
Certain Employees who are not Section 16 Reporting Persons or Designated Individuals may gain access to material, non-public information and Vista Global, in its discretion, may determine that such Employees may also be subject to the below listed prohibitions and procedures. Such Employees will be notified of such status by Vista Global's Chief Compliance Officer (or an authorised delegate thereof) and will be subject to the below listed prohibitions and procedures for such period of time as Vista Global deems appropriate.
If an Employee is contemplating a transaction in Vista Global's securities, the proposed transaction must be pre-cleared with the legal department by submitting a completed and executed certification in the form attached hereto as Exhibit A (the "Certification"), including a certification that the Employee does not possess material, non-public information about Vista Global.
If, with respect to a proposed transaction by a Section 16 Reporting Person, the proposed transaction is cleared to proceed, Vista Global's Chief Financial Officer (or an authorised delegate thereof) will assist the Section 16 Reporting Person in complying with Section 16 and, where applicable, Rule 144 of the Securities Act of 1933, as amended.
FOR THE AVOIDANCE OF DOUBT, ANY PERSON WHO POSSESSES MATERIAL, NON-PUBLIC INFORMATION SHOULD NOT ENGAGE IN ANY TRANSACTION INVOLVING VISTA GLOBAL'S SECURITIES.
The only exceptions to this Policy's prohibitions on purchasing, selling or otherwise transferring Vista Global's securities as outlined above are the following:
While these transactions are exceptions to this Policy's prohibitions on purchasing, selling or otherwise transferring Vista Global's securities, a Section 16 Reporting Person, Designated Individual, or member of such person's immediate family or household contemplating such a transaction should still pre-clear the proposed transaction with Vista Global's Chief Compliance Officer (or an authorised delegate thereof).
All Employees have ethical and legal responsibilities to maintain the confidentiality of material, non-public information.
Use and Disclosure of Material, Non-Public Information. Under no circumstances may an Employee use material, non-public information about Vista Global for such Employee's personal benefit. Moreover, except as specifically authorized or in the performance of regular corporate duties, under no circumstances may an Employee release to others information that might affect Vista Global's securities. Therefore, it is important that an Employee not disclose material, non-public information to anyone, including other Employees, unless the other Employee needs to know such information in order to fulfil such Employee's job responsibilities. Under no other circumstances should such information be disclosed to anyone, including family, relatives or business or social acquaintances. In maintaining the confidentiality of the information, the Employee in possession of such information shall not affirm or deny statements made by others, either directly or through electronic means, if such affirmation or denial would result in the disclosure of material, non-public information.
If an Employee has any doubt about whether certain information is non-public or material, such doubt should contact the Chief Compliance Officer (or an authorised delegate thereof).
Material, Non-Public Information Regarding Other Companies. In the ordinary course of doing business, Employees may come into possession of material, non-public information with respect to other companies. An individual receiving material, non-public information in such a manner has the same duty not to disclose the information to others or to use that information in connection with securities transactions of such other company as such individual has with respect to material, non-public information about Vista Global.
Vista Global is fully committed to developing a Speak up culture - Employees should not be afraid to speak up if they think that something is wrong or needs to be fixed. Employees should at all times feel comfortable sharing their views, asking questions, flagging anomalies, expressing concerns, or reporting perceived violations of this Policy.
If an Employee becomes aware of any suspected or known violations of this Policy, then he/she has a duty to promptly report such concerns in accordance with Vista Global's Speak Up Procedure and on Vista Global's internal online systems that are effective from time to time and are accessible by all Vista Global employees (such as Success Factors).
Vista Global will unilaterally review this Policy on a regular basis at its absolute discretion, and will introduce revisions where necessary or appropriate. Vista Global may also issue addenda, guidelines and practice memoranda from time to time to supplement this Policy. It is the responsibility of Employees to access these online systems and view the latest version of this Policy and of any addenda, guidelines and practice memoranda, from time to time.
All Employees, and such other persons as may be designated by Vista Global shall periodically, whenever requested by Vista Global (in the case of employees, officers, directors, and contracted personnel of Vista Global, as a minimum once a year), individually confirm in writing to Vista Global that he or she has read this Policy and agrees to comply therewith.