VistaJet is committed to complying with relevant securities laws in all jurisdictions in which it operates. This policy outlines procedures to ensure that VistaJet and all the other persons to whom this Policy is applicable do not commit insider trading violations.
In this Insider Trading Policy (“Policy”), “VistaJet” refers to VistaJet Group Holding Limited (a company incorporated in Malta with registration number C-73543) and to all of its affiliates and subsidiaries.
This Policy applies to:
all employees, officers, directors, and contracted personnel of VistaJet, and to such other persons as designated by VistaJet from time to time (each an “Employee”, collectively “Employees”);
to all members of an Employee’s immediate family and household (“Family Members”);
all persons who provide goods and/or services to VistaJet, such as contractors and consultants, and who receive or have access to material, non-public information regarding the business of VistaJet (“Consultants”); and,
all investors in and shareholders of VistaJet (“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 VistaJet 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 VistaJet code, policies, rules or procedures, then he/she should raise the issue with, and seek direction from the VistaJet Compliance and Ethics Department at 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 VistaJet. This Policy only creates rights in favour of VistaJet. 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) trading on the basis of material, non-public information, (2) disclosing or “tipping” material, non-public information to others or recommending the purchase or sale 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 VistaJet, possesses material, non-public information regarding the business of VistaJet. 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:
Projections that significantly differ from external expectations;
Major proposed or pending acquisitions, investments or divestitures;
Significant project or product developments;
Changes in key personnel;
Changes in dividends;
New equity or debt offerings;
Positive or negative developments in outstanding significant litigation;
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; and
Any other facts which might cause VistaJet’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. Example, filings with the U.S. Securities and Exchange Commission (“SEC”) and press releases are generally regarded as public information. Information about undisclosed financial results or a possible merger, acquisition or other material development, whether concerning VistaJet or otherwise, and obtained in the normal course of employment or through a rumor, tip or just “loose talk”, is not public information. Information should be considered “non-public” until the beginning of the third Trading 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.
For purposes of this Policy, a “Trading Day” shall mean a day on which the exchange(s) on which VistaJet’s shares are listed is open for trading.
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 VistaJet may be able to recover all profits made by an insider who traded illegally, plus collect other damages. In addition, VistaJet (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.
VistaJet has a zero tolerance approach to intentional violations of this Policy. If an employee, officer, director, contracted personnel of VistaJet, or person designated by VistaJet 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 VistaJet’s policies.
In the event that any of the Consultants fails to comply with any provision in this Policy and do not remedy the failure (if such a failure is remediable) within 10 days of such person being notified in writing of the failure by VistaJet, then VistaJet may terminate the business relationship with such person (including terminating all contracts and agreements in force between VistaJet 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 of the Family Members or Stakeholders fails to comply with any provision in this Policy, then VistaJet shall take any remedial action it deems appropriate against such person committing the violation.
The procedures regarding securities trading outlined below are designed to deter and, where possible, to prevent such improper trading.
No Trading on Material, Non-Public Information. No Employee who is aware of any material, non- public information concerning VistaJet or a third-party with whom VistaJet does business, shall engage in any transaction in VistaJet’s or such third-party’s securities, including any offer to purchase or sell, during any period commencing with the date that he or she obtains such material, non-public information and ending at the beginning of the third Trading Day following the date of public disclosure of that information. After termination of employment or relationship with VistaJet, any Employee who is in possession of material, nonpublic information is prohibited from trading in VistaJet securities until that information has become public or is no longer material.
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 trading in the securities of the company to which such information relates, nor shall an Employee make any recommendations or express any opinions as to trading in VistaJet’s securities to any other person on the basis of material, non- public information.
No Short Sales. No Employee shall engage in the short sale of VistaJet’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 VistaJet’s securities evidence an expectation on the part of the seller that the securities will decline in value, and, therefore, signal to the market that the seller lacks confidence in VistaJet or its short-term prospects. In addition, short sales may reduce the seller’s incentive to improve VistaJet’s performance.
No Investments in Derivatives of VistaJet’s Securities. No Employee shall invest in VistaJet- 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 VistaJet’s common stock. This prohibition includes, but is not limited to, trading in VistaJet-based put or call option contracts, trading in straddles and the like. However, holding and exercising stock options, restricted stock units or other derivative securities granted under VistaJet’s equity compensation plans is not prohibited by this Policy.
No Margin Purchases. No Employee shall purchase VistaJet’s securities on margin. This means such persons are prohibited from borrowing from a brokerage firm, bank or other entity in order to purchase VistaJet’s securities (other than in connection with “cashless” exercises of stock options under VistaJet’s equity compensation plans).
Potential Retirement Plan. If VistaJet in the future establishes a retirement savings plan, pension plan, retirement plan, or other similar plan, this Policy will not apply to purchases of VistaJet 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 VistaJet stock, (b) an election to make an intra-plan transfer of an existing account balance into or out of VistaJet stock, (c) an election to borrow money against a plan account if the loan will result in a liquidation of some or all of VistaJet 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 VistaJet stock.
The following prohibitions and procedures apply to Section 16 Reporting Persons (as defined below) and certain other persons that may be designated by VistaJet from time to time (“Designated Individuals”). “Section 16 Reporting Persons” are members of VistaJet’s Board of Directors, retired directors and certain executive officers, who are subject to the reporting and “short-swing profit” liability provisions of Section 16 of the Exchange Act. Section 16 Reporting Persons and Designated Individuals will be informed of their status by the VistaJet Chief Financial Officer (or his/her authorised delegate).
Under special circumstances, certain Employees who are not Section 16 Reporting Persons or Designated Individuals may gain access to material, non-public information and VistaJet, 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 and will be subject to the below listed prohibitions and procedures for such period of time as VistaJet deems appropriate.
No Trading During Black-Out Periods. Section 16 Reporting Persons, Designated Individuals, as well as members of their immediate families and households are subject to black-out periods during which they are prohibited from conducting any transactions involving VistaJet’s securities. Each black-out period begins at the close of the market on the fourteenth day prior to the close of any fiscal quarter and ends at the open of the market on the third Trading Day following the release of VistaJet’s quarterly or annual financial results for that particular quarter (the “Black-Out Period”). The prohibition against trading during the Black-Out Period also prohibits the fulfillment of “limit orders” by any broker for such Section 16 Reporting Person, Designated Individual or member of such person’s immediate family or household, and the brokers with whom any such “limit order” is placed must be informed of such prohibition at the time such “limit order” is placed.
Notwithstanding the foregoing, a transaction may be exempt from this prohibition if it is made pursuant to a written trading plan that has been approved in writing in advance of a Black-Out Period while the Employee was not in possession of material non-public information by the VistaJet Chief Financial Officer (or his/her authorised delegate) and that meets all of the requirements of the SEC’s rules and regulations, including Rule 10b5-1 of the Exchange Act.
The Black-Out Period restriction may be waived in individual cases at the discretion of the VistaJet Chief Financial Officer. Additional black-out periods may be implemented with regard to certain Employees or groups from time to time who are in possession of non-public information regarding potentially significant matters.
No Trading in VistaJet’s Securities on a Short-Term Basis. Any VistaJet securities purchased on the open market by a Section 16 Reporting Person, Designated Individual or member of such individuals’ immediate family or household must be held for a minimum of six (6) months. The SEC’s short swing profit rules require Section 16 Reporting Persons who sell any VistaJet securities within six (6) months of a purchase to disgorge all profits to VistaJet 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.
If a Section 16 Reporting Person, Designated Individual or member of such person’s immediate family or household is contemplating a transaction in VistaJet securities, the proposed transaction must be pre-cleared with the VistaJet Chief Financial Officer (or his/her authorised delegate), even if the proposed transaction is to take place outside of the Black-Out Period. If the transaction is cleared to proceed, the VistaJet Chief Financial Officer (or his/her authorised delegate) will assist a 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, REGARDLESS OF WHETHER OR NOT IT IS WITHIN THE BLACK-OUT PERIOD OR NOT, SHOULD NOT ENGAGE IN ANY TRANSACTION INVOLVING VISTAJET’S SECURITIES.
The only exceptions to this Policy’s prohibitions of trading in VistaJet’s securities as outlined above are the following:
Stock Option Exercises – Exercises in stock options granted under VistaJet’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
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.” 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 trading in VistaJet’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 the VistaJet Chief Financial Officer (or his/her authorised delegate).
All Employees of VistaJet 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 VistaJet for his or her 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 VistaJet’s securities. Therefore, it is important that an Employee not disclose material, non-public information to anyone, including other Employees of VistaJet, unless the other Employee needs to know such information in order to fulfill his or her 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 individual 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 be resolved in favor of not communicating such information or trading without discussing with the VistaJet Chief Financial Officer (or his/her authorised delegate).
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 VistaJet.
If VistaJet is in the process of negotiating a significant transaction with another company, Employees are cautioned not to trade in the stock of that company if they are in possession of material, non-public information concerning such company.
If an Employee is not certain whether it is permissible to trade in the stock of such company, the Employee should contact the VistaJet Chief Financial Officer (or his/her authorised delegate) before making any trades.
Unauthorized Disclosure of Internal Information. Unauthorized disclosure of internal information about VistaJet may create serious problems for VistaJet whether or not the information is used to facilitate improper trading in VistaJet securities. Therefore, every Employee shall maintain the confidentiality of information relating to VistaJet or obtained through a relationship of confidence. VistaJet personnel should not discuss internal VistaJet matters or developments with anyone outside VistaJet, except in the performance of regular corporate duties.
Precautions to Prevent Misuse or Unauthorized Disclosure of Sensitive Information. When an Employee is involved in a matter or transaction which is sensitive and, if disclosed, could reasonably be expected to have an effect on the market price of VistaJet securities or any other company involved in the transaction, that individual should consider taking extraordinary precautions to prevent misuse or unauthorized disclosure of such information. Such measures include the following:
Maintaining files securely and avoiding storing information on computer systems that can be accessed by other individuals;
Avoiding the discussion of confidential matters in areas where the conversation could possibly be overheard; and
Restricting the copying and distribution of sensitive documents within VistaJet.
Internet. Any written or verbal statement that would be prohibited under the law or under this Policy is equally prohibited if made on the Internet or by social media.
Inadvertent Disclosure of Material, Non-Public Information. If material, non-public information regarding VistaJet is inadvertently disclosed, no matter what the circumstances, by any Employee, the person making or discovering that disclosure should immediately report the facts to the VistaJet Chief Financial Officer (or his/her authorised delegate).
Inquiries Regarding Material, Non-public Information. When an inquiry is received regarding information that may be material, it should be referred, without comment, to the VistaJet Chief Financial Officer (or his/her authorised delegate).
VistaJet 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 VistaJet’s Speak Up Procedure for Reporting Concerns Relating to Financial Matters (available online at www.vistajet.com/corporate-governance (or at any other location indicated by VistaJet at any time), and on VistaJet’s internal online systems that are effective from time to time and are accessible by all VistaJet employees (such as EPP- epp.vistajet.com).
VistaJet will unilaterally review this Policy on a regular basis at its absolute discretion, and will introduce revisions where necessary or appropriate. VistaJet may also issue addenda, guidelines and practice memoranda from time to time to supplement this Policy. The latest version of this Policy and of any addenda, guidelines and practice memoranda will always be available online at www.vistajet.com/corporate-governance (or at any other location indicated by VistaJet at any time), and on VistaJet’s internal online systems that are effective from time to time and are accessible by all VistaJet employees (such as EPP- epp.vistajet.com). 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, officers, directors, and contracted personnel of VistaJet, and such other persons as may be designated by VistaJet shall periodically, whenever requested by VistaJet (in the case of employees, officers, directors, and contracted personnel of VistaJet, as a minimum once a year), individually confirm in writing to VistaJet that he or she has read this Policy and agrees to comply therewith.
Date Version Description
27th September, 2016 1 Effective Date