Insider Trading Policy

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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.

Policy Applicability

This Policy applies to:

  1. all employees, officers, directors, and contracted personnel of Vista Global, and to such other persons as designated by Vista Global from time to time (each an "Employee", collectively "Employees");
  2. to all members of an Employee's immediate family and household ("Family Members");
  3. all persons who provide goods and/or services to Vista Global, such as contractors and consultants, and who receive or have access to material, non-public information regarding the business of Vista Global ("Consultants"); and,
  4. all investors in and shareholders of Vista Global ("Stakeholders").

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 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:

  • Financial results;
  • Earnings estimate or a revision of a previously released earnings estimate;
  • Projections of future earnings or losses or projections that significantly differ from external expectations;
  • Major proposed or pending mergers, acquisitions, joint ventures, investments or divestitures, or new business ventures;
  • Significant project or product developments;
  • Significant expansion or curtailment of operations;
  • Significant increase or decrease in sales or earnings;
  • Significant borrowings or a default, or other liquidity problems;
  • Changes in key personnel;
  • Changes in dividends or dividend policies;
  • Stock splits;
  • Stock buy-backs;
  • New equity or debt offerings;
  • Events that may result in the creation of a significant reserve or write-off or other significant adjustments to the financial statements;
  • Actual or threatened significant litigation or inquiry by a governmental or regulatory authority or private plaintiff or developments (whether positive or negative) in outstanding significant litigation; and
  • Any other facts which might cause Vista Global's financial results to be substantially affected.

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.

Consequences of Insider Trading Violations

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.

Policies Regarding Trading in Vista Global's Securities

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:

  1. No Purchases, Sales or other Transfers of Securities on Material, Non-Public Information. No Employee who is aware of any material, non-public information concerning Vista Global or a third-party with whom Vista Global does business, shall engage in any transaction in Vista Global's securities or such third-party's securities, including any offer to purchase, sell or otherwise transfer, during any period commencing with the date that such Employee obtains such material, non-public information and ending at the beginning of the third Business Day following the date of public disclosure of that information. After termination of employment or relationship with Vista Global, any Employee who is in possession of material, non-public information is prohibited from purchasing, selling or otherwise transferring Vista Global's securities until that information has become public or is no longer material.
  2. No Tipping. No Employee shall disclose ("tip") material, non-public information to any other person where such information may be used by such person to his or her benefit by purchasing, selling or otherwise transferring securities of Vista Global to which such information relates, nor shall an Employee make any recommendations or express any opinions as to purchasing, selling or otherwise transferring Vista Global securities to any other person on the basis of material, non-public information.
  3. No Short Sales. No Employee shall engage in the short sale of Vista Global's securities. A "short sale" is a sale of securities not owned by the seller or, if owned, not delivered against such sale within twenty (20) days thereafter (a "short against the box"). Short sales of Vista Global's securities evidence an expectation on the part of the seller that Vista Global's securities will decline in value, and, therefore, signal to the market that the seller lacks confidence in Vista Global or its short-term prospects. In addition, short sales may reduce the seller's incentive to improve Vista Global's performance.
  4. No Investments in Derivatives of Vista Global's Securities. No Employee shall invest in Vista Global-based derivative securities. "Derivative Securities" are options, warrants, stock appreciation rights or similar rights whose value is derived from the value of an equity security, such as the Vista Global's common stock. This prohibition includes, but is not limited to, purchasing, selling or otherwise transferring Vista Global-based put or call option contracts, trading in straddles and similar derivative transactions (including stock options and other similar securities, equity-linked instruments and any securities convertible into, or exchangeable or exercisable for any other securities). However, holding and exercising stock options, restricted stock units or other derivative securities granted under Vista Global's equity compensation plans is not prohibited by this Policy.
  5. No Margin Purchases. No Employee shall purchase Vista Global's securities on margin. This means such Employees are prohibited from borrowing from a brokerage firm, bank or other entity in order to purchase Vista Global's securities (other than in connection with "cashless" exercises of stock options under Vista Global's equity compensation plans).
  6. Potential Retirement Plan. If Vista Global in the future establishes a retirement savings plan, pension plan, retirement plan, or other similar plan, this Policy will not apply to purchases of Vista Global stock in such plan resulting from periodic contributions of money pursuant to a payroll deduction election. The Policy will apply, however, to certain elections made under any such plan, including (a) an election to increase or decrease the percentage of periodic contributions that will be allocated to Vista Global stock, (b) an election to make an intra-plan transfer of an existing account balance into or out of Vista Global stock, (c) an election to borrow money against a plan account if the loan will result in a liquidation of some or all of Vista Global's stock fund balance and (d) an election to pre-pay a plan loan if the pre-payment will result in allocation of loan proceeds to Vista Global stock.
  7. No Trading in Vista Global's Securities on a Short-Term Basis. To the extent Vista Global becomes a U.S. public company that is not a "foreign private issuer", any Vista Global securities purchased on the open market by a Section 16 Reporting Person or member of such individuals' immediate family or household must be held for a minimum of six (6) months unless an exemption applies. If Section 16 becomes applicable, the SEC's short swing profit rules would require Section 16 Reporting Persons who purchase and sell any non-exempt Vista Global securities within six (6) months of a purchase to disgorge all profits to Vista Global whether or not such person had knowledge of any material, non-public information. Same day "cashless" exercises of stock options are not subject to this prohibition, provided that there were no previous purchase transactions on the open market within six (6) months of the exercise date.
Pre-Clearance of Transactions by 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.


Exceptions to the Prohibitions on Trading

The only exceptions to this Policy's prohibitions on purchasing, selling or otherwise transferring Vista Global's securities as outlined above are the following:

  1. Stock Option Exercises - Exercises in stock options granted under Vista Global's equity compensation plans for cash; however, this exception does not include the subsequent sale of the shares acquired pursuant to the exercise of a stock option; and
  2. Bona Fide Gifts - Bona fide gifts of securities are not deemed to be transactions for the purposes of this Policy. Whether a gift is truly bona fide will depend on the circumstances surrounding a specific gift. The more unrelated the donee is to the donor, the more likely the gift would be considered "bona fide" and not a "transaction." For example, gifts to charities, churches or non-profit organizations would not be deemed to be "transactions" unless made for the purpose of receiving a tax deduction when in possession of material, non-public information that the share value will imminently drop after the gift is made. However, gifts to dependent children followed by a sale of the "gifted securities" in close proximity to the time of the gift may imply some economic benefit to the donor and, therefore, may be deemed to be a "transaction" and not a "bona fide gift."

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).

Policies Regarding the Use, Disclosures and Protection of Material, Non-Public Information

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.

Reporting of Violations

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.