FAQs on PDMR Compliance under MAR

A Person Discharging Managerial Responsibilities (PDMR) is

• A member of the administrative, management, or supervisory body of the issuer.
• A senior executive with regular access to inside information who has decision-making power affecting the issuer's future developments and business prospects.

A 'person closely associated' (PCA) is defined as a:

• Spouse, or a partner considered to be equivalent to a spouse in accordance with national law (this includes a civil partner).
• Dependent child, in accordance with national law (including a stepchild, who is under the age of 18 years, is unmarried and does not have a civil partner).
• Relative who has shared the same household for at least one year on the date of the transaction concerned.
• Legal person, trust or partnership, the managerial responsibilities of which are discharged by a PDMR or by a person referred to above, or which is directly or indirectly controlled by such a person, or which is set up for the benefit of such a person, or the economic interests of which are substantially equivalent to those of such a person.

Closed periods are the 30 calendar days before the announcement of an issuers interim or annual financial results.

Under MAR, closed periods are times when PDMRs and other insiders are prohibited from trading the company’s securities.

Transactions that PDMRs conduct on their own account or for a third party are prohibited during closed periods. However, certain transactions related to employee share schemes or where the beneficial interest does not change might be allowed under specific conditions.

Issuers must ensure that PDMRs and their PCAs are aware of their obligations under MAR. Issuers must keep a list of PDMRs and CAPs and ensure they comply with reporting requirements.

For transactions carried out in a currency other than the Euro, the official daily spot foreign exchange rate applicable at the end of the business day when the transaction is conducted should be used. The daily euro foreign exchange reference rate published by the European Central Bank is recommended where available.

Transactions must be reported to the competent authority and the issuer within three (3) business days of the transaction date.

No, transactions by a PDMR and their closely associated persons should not be aggregated. Each person's transactions are assessed individually against the threshold set in Article 19(8) of MAR.

Notifications are required only upon the occurrence of certain conditions and the actual execution of the transaction, not at the time of entering into a remuneration package contract.

Permissions granted under exceptional circumstances must still comply with Article 14 of MAR regarding insider dealing. The general prohibition on insider dealing applies even during closed periods.