During certain periods, trading restrictions for Insiders apply. The Board of Directors has set out the relevant regulations in the “Insider Directive” dated October 19, 2019.
Addressees and scope of the Insider Directive
The Insider Directive and the corresponding trading restrictions apply to all directors, officers and employees of any legal entity belonging to the Lindt & Sprüngli Group (the Insiders), including third parties if they are in possession of insider information and have knowledge of the Insider Directive and its content. The relevant Insiders may not trade in Securities of the Lindt & Sprüngli Group during certain periods as set out in the Insider Directive. According to section 4 of the Insider Directive, such Securities in within the meaning of the Insider Directive are all current or future securities issued by any legal entity belonging to the Lindt & Sprüngli Group, such as shares, participation certificates, (convertible) bonds, options, warrants or notes, as well as derivative financial instruments relating to securities issued by any legal entity belonging to the Lindt & Sprüngli Group, regardless of whether the derivative financial instruments were issued by the Lindt & Sprüngli Group or a third part (the Securities).
General closed periods
Pursuant to section 6.1 of the Insider Directive, Insiders may not acquire or dispose of, directly or indirectly, for their own account or for the account of third parties, Securities of the Lindt & Sprüngli Group during the following periods:
- 10 calendar days before December 31 and June 30, respectively, until 24 hours (one trading day) after publication of the (preliminary) results of the Lindt & Sprüngli Group; or
- 20 calendar days before the planned publication of (i) the annual or semi-annual report and (ii) the key items of the agenda of a general meeting of the company (such publication usually occurs together with the annual report) until 24 hours (one trading day) after publication of the results and key agenda items, respectively.
General closed periods apply irrespective of whether or not they were specially communicated and irrespective of whether or not an Insider has any insider information.
Special closed periods
In addition to the general closed periods, a special closed period may apply either automatically due to a project or transaction (in accordance with section 5.4 of the Insider Directive) or upon determination by the CEO or the CFO in specific circumstances and may apply to (i) a specified group of directors, officers or employees and/or (ii) specific securities of other listed companies and for the period as communicated, usually ending within 24 hours (one trading day) after the publication of the relevant insider information or such project having been finally terminated. Special closed periods apply irrespective of whether or not an Insider has insider information.
An Insider may trade in Securities of the Lindt & Sprüngli Group outside the closed periods, but only if he or she has no insider information relating to the Securities of the Lindt & Sprüngli Group.
In order to avoid inadvertent violations of the Insider Directive, Insiders who manage their securities through an asset manager must instruct the asset manager to refrain from trading in Securities of the Lindt & Sprüngli Group unless specifically instructed otherwise by the relevant Insider.