INSIDER TRADING POLICY ZIGGO N.V. EFFECTIVE AS OF Declaration of agreement with the Insider Trading Policy
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1 INSIDER TRADING POLICY ZIGGO N.V. EFFECTIVE AS OF CONTENTS (1) Definitions (2) General rules applicable to all Employees (3) Additional rules for Insiders (4) Compliance Officer APPENDICES (I) (II) (III) Declaration of agreement with the Insider Trading Policy Internal reporting form Statutory prohibitions and sanctions AMSDAM v
2 1. DEFINITIONS 'Affiliated Company' means every Dutch limited liability company (naamloze vennootschap naar Nederlands recht) the (depositary receipts for) shares of which have been admitted to trading on a regulated market as meant in Article 1, under 13, of the Council Directive 93/22/EEC of 10 May 1993 on investment services in the securities field, (a) (b) belonging to the same group as Ziggo or in which Ziggo has a participating interest as referred to in article 2:24c of the Dutch Civil Code (Burgerlijk Wetboek) if the turnover of that limited liability company, as most recently determined, constitutes at least 10% of the consolidated turnover of Ziggo, or which provides directly or indirectly more than 25% of the capital of Ziggo. 'Affiliated Financial Instruments' are (depository receipts for) shares in the capital of an Affiliated Company and rights pursuant to an agreement to acquire (depository receipts for) shares in the capital of an Affiliated Company. 'Affiliated Persons' are (a) (b) (c) (d) spouses, registered partners or life partners of, or other persons cohabitating with a member of the management board, member of the supervisory board or Executive as if they were married or registered as partners; children of a member of the management board, member of the supervisory board or Executive who fall under his authority or who are under legal restraint and for whom such person was appointed as a guardian; other relatives by blood or otherwise of a member of the management board, member of the supervisory board or Executive who have shared a joint household with him or her for at least one year; or a legal entity, a trust as referred to in Section 1 under c of the Act on the Supervision of Trust Offices (Wet toezicht trustkantoren) or a partnership, the executive responsibility of which is vested in a member of the management board, member of the supervisory board or Executive or in a person referred to under a, b or c above, which is controlled by a member of the management board, member of the supervisory board or Executive, which has been created for his benefit, or the economic interests of which are essentially equivalent to his, but excluding, for the avoidance of doubt, any legal entity, fund, trust or partnership that a member of the supervisory board is affiliated with or on which a member of the supervisory board has a position as an executive or non-executive director, but the exclusive responsibility is not vested in such member, which is not controlled by such member or which has not been created for such member's benefit (2)
3 'AFM' means Authority for the Financial Markets (Autoriteit Financiële Markten). 'Open Period' is a period of four weeks starting the day after the publication of the annual, half-yearly or quarterly results of Ziggo. 'Employees' are persons employed by, or in any other relationship of authority to, Ziggo NV or a subsidiary or group company of Ziggo NV, including members of the management board, members of the supervisory board and Executives. 'Executives' are Employees, not being members of the management board of Ziggo NV or members of the supervisory board of Ziggo NV, who have an executive position within Ziggo and on that basis have the power to take decisions which have an effect on the future development and prospects of Ziggo NV and who may regularly have access to Inside Information. 'FMSA' means the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht) and any ancillary rules, decrees and regulations thereto, as amended from time to time. 'Inside Information' is knowledge of information of a precise nature which has not been made public, relating, directly or indirectly, to Ziggo NV or to the trade in Ziggo Financial Instruments and which, if it were made public, would have a significant influence on the price of (either listed or unlisted) Ziggo Financial Instruments. Examples include non-public information regarding (semi-) annual figures or quarterly figures, planned mergers or take-overs, planned share issues, special orders, and new products or services. 'Insider List' means a list of persons employed by Ziggo who, either regularly or occasionally, may have access to Inside Information. 'Insider Trading Policy' means this insider trading policy. 'Insiders' are members of the management board, members of the supervisory board, Executives, Affiliated Persons and individuals within the Ziggo group designated by the compliance officer as Insider. 'trading' means any direct or indirect transaction relating to Ziggo Financial Instruments, including exchanging or donating financial instruments, buying or writing options, exercising options, conversion of convertible bonds, effecting a transaction executed by a third party, and trying to trade in Ziggo Financial Instruments. 'Ziggo' means Ziggo N.V., a public company with limited liability (naamloze vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law, with its statutory seat in Utrecht, the Netherlands, and with registered address Atoomweg 100, 3542 AB Utrecht, the Netherlands, registered with the Dutch Commercial Register (Handelsregister) under number (3)
4 'Ziggo Financial Instruments' means the ordinary shares in the capital of Ziggo that are traded on Euronext and any other future financial instruments that relate to Ziggo or of which the price is determined (wholly or partly) by Ziggo Financial Instruments. 2. GENERAL RULES APPLICABLE TO ALL EMPLOYEES 2.1. General For the purpose of the provisions set out in this chapter, Ziggo Financial Instruments shall also mean the bonds issued by Ziggo that are traded on the Luxembourg Stock Exchange Prohibitions for all Employees (1) All Employees who have Inside Information are prohibited from trading in Ziggo Financial Instruments. (2) All Employees who have Inside Information are prohibited from recommending or inducing third parties to trade in Ziggo Financial Instruments. (3) Trading in Ziggo Financial Instruments is prohibited if this might reasonably create the appearance that the person(s) involved had Inside Information or used such information. (4) All Employees who posses Inside Information are prohibited from disclosing Inside Information concerning Ziggo NV or the trading in Ziggo Financial Instruments to a third party, unless (i) this occurs within the scope of the normal fulfilment of one s work or duties, and (ii) the recipient of the Inside Information is subject to confidentiality undertakings in this respect Other rules for all Employees (1) Employees should take due care when handling Inside Information. Discussing it and other business information in a domestic setting should be avoided. (2) For the purpose of an inquiry as referred to in paragraph 4.1 under (11) Employees are obliged to render as much assistance as possible Exceptions The prohibition described in article 2.2 under (1) shall not apply to: (1) an Employee who trades in Ziggo Financial Instruments in order to fulfil a due obligation which already existed when the Employee acquired the Inside Information; (4)
5 (2) the acceptance, within the scope of a stock option plan, of options, if a consistent course of action is followed with regard to the conditions and periodicity of the plan; (3) the exercise of options within the scope of a stock option plan, on the date of expiry of the option or within a period of five business days prior thereto; furthermore, the sale within said period of the Financial Instruments acquired by exercising the options, provided that the person concerned has, at least four months prior to expiry, notified the Compliance Officer in writing of his intention to sell (said person being in such case under the obligation to sell) or has granted Ziggo NV an irrevocable power of attorney regarding the sale; (4) the receipt of Ziggo Financial Instruments as payment of dividend, except when such receipt is optional; (5) the selling of Ziggo Financial Instruments that have been accepted within the scope of a stock option plan, following a consistent course of action with regard to the conditions and periodicity of the plan, as long as (i) these Ziggo Financial Instruments are sold immediately after the selling becomes possible under the conditions of the plan, and (ii) the proceeds of the selling are immediately used for the payment of a tax debt that was caused by the acceptance of the Ziggo Financial Instruments within the scope of the plan; and (6) any circumstances that fall under the scope of any other exemptions or exceptions available to an Employee under the FMSA from time to time. 3. ADDITIONAL RULES FOR INSIDERS 3.1. Additional prohibitions for Insiders (1) Insiders are prohibited from trading in Ziggo Financial Instruments outside an Open Period, irrespective of whether they have Inside Information, unless they have received written dispensation from the compliance officer and do not have Inside Information. (2) During an Open Period, Insiders are prohibited from trading in Ziggo Financial Instruments if the compliance officer has prohibited them from doing so in accordance with the terms of this Insider Trading Policy. (3) The compliance officer can from time to time determine that Insiders are prohibited from trading in a third party's financial instruments listed on a stock exchange if and to the extent that this is necessary in order to avoid the appearance of market abuse. (4) Insiders are prohibited from trading in options on Ziggo Financial Instruments or in other financial instruments, the value of which is wholly or partly determined by the value of Ziggo Financial Instruments, with the (5)
6 3.2. Exceptions exception of options that have been granted by Ziggo NV following a stock option plan, unless they have received written dispensation from the compliance officer and do not have Inside Information. The prohibitions mentioned in article 3.1 do not apply to transactions as referred to in article Reporting obligations for Insiders Members of the management board and supervisory board must notify the AFM: (1) within two weeks of their designation or appointment of the number of Ziggo Financial Instruments and Affiliated Financial Instruments at their disposal, and of the number of votes they can cast on the issued capital of Ziggo and the issued capital of Affiliated Companies; (2) immediately after a company has become an Affiliated Company of the number of Affiliated Financial Instruments at their disposal, and of the number of votes they can cast on the issued capital of the Affiliated Company; (3) immediately of any change in the number of Ziggo Financial Instruments and Affiliated Financial Instruments at their disposal, and of any change in the number of votes they can cast on the issued capital of Ziggo NV and Affiliated Companies. Members of the management board, supervisory board, Executives and Affiliated Persons must notify the AFM: (4) no later than on the fifth business day after the transaction of any transaction in Ziggo Financial Instruments, conducted for his or her account. 1 Reporting obligations for all Insiders: (5) The compliance officer must be notified of a transaction in Ziggo Financial Instruments that an Insider intends entering into at least 3 business days in advance. (6) Insiders must immediately report transactions in Ziggo Financial Instruments conducted by or for them to the compliance officer by using the form which is attached to this Insider Trading Policy as Appendix II. 1 For a member of the management board or the supervisory board, the obligation to report transactions in Ziggo Financial Instruments conducted by or for him to the AFM shall be met if pursuant to article 3.3 under (3) above the AFM has been timely notified of the change in the number of Ziggo Financial Instruments caused by this transaction (6)
7 (7) Insiders may request the compliance officer to fulfil the notification obligations to the AFM on their behalf. (8) Insiders may request their independent portfolio manager to fulfil the notification obligations to the AFM on their behalf. They must inform the compliance officer accordingly. (9) Insiders will at all times remain ultimately responsible for the compliance with their notification duties within the relevant timeframe Other rules for Insiders (1) The above prohibitions remain applicable to Insiders during the six months after termination of their function or removal of the Insider List. (2) After having familiarised themselves with the content of this Insider Trading Policy, Insiders must send a signed copy of the declaration of agreement with the Insider Trading Policy, as attached as Appendix I, to the compliance officer. 4. COMPLIANCE OFFICER Compliance officer at Ziggo NV is currently Jan Pieter Witsen Elias, T: +31 (0) or +31 (0) janpieter.witsenelias@office.ziggo.com The compliance officer's tasks (1) to announce, in due time, at least prior to the beginning of each calendar year, the Open Periods, as well as any changes or additions in that regard; (2) to keep Insider Lists and inform those persons added to an Insider List in writing of their placement on the list and the prohibitions relating to the possession of inside information and the sanctions imposed upon violation of those provisions (see Appendix III); (3) to designate Employees as Insiders on a temporary basis; (4) to prohibit Insiders, if and when necessary, from executing transactions in Ziggo Financial Instruments inside an Open Period; (5) to prohibit Insiders from trading in a third party's financial instruments if and to the extent that this is necessary in order to avoid the appearance of market abuse; (6) to grant dispensation from the prohibitions as referred to in paragraph 2.2; (7) to notify the members of the management board and the supervisory board in writing of the limited liability companies that are regarded as Affiliated Companies for the purpose of this Insider Trading Policy; (7)
8 (8) to notify the AFM of transactions in Ziggo Financial Instruments by Insiders as referred to in paragraph 3.3, if and insofar as required by law; (9) to provide, when requested, Employees with advice and information on the content and interpretation of the various regulations, without thereby releasing Employees from their statutory responsibilities and duties; (10) to register notifications, requests, decisions and other relevant documents with regard to this Insider Trading Policy; (11) to hold an inquiry, or effect that an inquiry be held, with regard to the correct compliance of this Insider Trading Policy, and report in writing on the outcome of the inquiry to the chairman of the supervisory board, but only after having given the person concerned the opportunity to respond to (the outcome of) the inquiry; and (12) to supervise the correct compliance with this Insider Trading Policy. Upon discovery of an act or omission which violates any of the regulations of this Insider Trading Policy, appropriate measures will be taken against the person concerned (8)
9 APPENDIX I [Declaration of agreement with the Insider Trading Policy] (9)
10 APPENDIX II Internal Reporting Form (1) Name and address of the person with the obligation to report:.... (2) Type of financial instrument (for example, share, debt instrument, option, warrant):.. (3) Type of transaction (purchase/sale):.. (4) Company that issued the financial instrument (if other than Ziggo NV):.. (5) Reason for reporting the transaction:.. (6) To be filled in insofar as applicable: - Nominal value of the financial instrument (in ): - Option series (call option / put option): - Exercise price (in ): - Date of expiry : (7) Date of the transaction: (8) Total number of Ziggo NV Financial Instruments or Affiliated Financial Instruments held before the transaction: (9) Number of financial instruments purchased or sold: (10)
11 (10) Total number of Ziggo NV or Affiliated Financial Instruments held after the transaction: (11) Price of the financial instruments (in ): Thus drawn up truthfully: Place: Date: Name: Signature: (11)
12 APPENDIX III Prohibitions and sanctions mentioned in the Act on Financial Supervision (Wet op het financieel toezicht) The prohibitions listed in Section of the Act on Financial Supervision (Wet op het financieel toezicht), and the sanctions that may be imposed in case of violation of these prohibitions, are as follows: Article 5:56 paragraph 1: "Het is een ieder die behoort tot een in het tweede lid genoemde categorie personen verboden om gebruik te maken van voorwetenschap door een transactie te verrichten of te bewerkstelligen: a. in of vanuit Nederland of een staat die geen lidstaat is in financiële instrumenten die zijn toegelaten tot de handel op een gereglementeerde markt in Nederland of waarvoor toelating tot die handel is aangevraagd; b. in of vanuit Nederland in financiële instrumenten die zijn toegelaten tot de handel op een gereglementeerde markt in een andere lid-staat of die zijn toegelaten tot de handel op een markt in financiële instrumenten die is gevestigd en van overheidswege toegelaten in een staat die geen lidstaat is, of in financiële instrumenten waarvoor toelating tot die handel is aangevraagd; of c. in of vanuit Nederland of een staat die geen lidstaat is financiele instrumenten, niet zijnde financiële instrumenten als bedoeld in onderdeel a of b, waarvan de waarde mede wordt bepaald door in onderdeel a of b bedoelde financiële instrumenten". which can be translated as: "It shall be prohibited for any person who belongs to a category of persons mentioned in paragraph two to make use of inside information by executing or effecting a transaction: a. in or from within the Netherlands or a state which is not a member state in financial instruments that have been admitted to trading on a regulated market in the Netherlands or for which admission to such trading has been requested; b. in or from within the Netherlands in financial instruments that have been admitted to trading on a regulated market in another member state or that have been admitted to trading on a market for financial instruments established in and officially admitted in a state which is not a member state, or in financial instruments for which a request for admission to such trading has been made; or c. in or from within the Netherlands or a state which is not a member state in financial instruments not being financial instruments as meant under a or b, the (12)
13 Sanctions: value of which is partly determined by the financial instruments meant under a or b". In case of violation of Article 5:56 paragraph 1 of the Act on Financial Supervision, the Authority for the Financial Markets can decide to impose an administrative fine with a base amount of The maximum administrative fine is Following notification to the offender that such a decision has been taken, the Authority for the Financial Markets will, in principle, publish its decision. Once the imposition of the fine has become final (possibly after objection and appeal), the Authority for the Financial Markets will publish, once again, the decision to impose the fine. In case of a criminal investigation and conviction, violation of Article 5:56 paragraph 1 of the Act on Financial Supervision (designated, by Article 1 under 3 o and Article 2, paragraph 3 of the Economic Offences Act, in conjunction with Article 5:54 of the Act on Financial Supervision, as an economic offence) can lead to the imposition of (Article 6 paragraph one under 2 o of the Economic Offences Act) a prison sentence of two years and/or a fine to a maximum of 19,000 for natural persons (or a maximum of 76,000 in case the proceeds of the crime exceed 4,750), and, for legal persons, a fine to a maximum of 760,000. Article 5:56 paragraph 3: "Het is een ieder die niet behoort tot een in het tweede lid genoemde categorie en die weet of redelijkerwijs moet vermoeden dat hij over voorwetenschap beschikt, verboden om gebruik te maken van die voorwetenschap door: a. in of vanuit Nederland of een staat die geen lidstaat is een transactie te verrichten of te bewerkstelligen in financiële instrumenten als bedoeld in het eerste lid, onderdeel a; b. in of vanuit Nederland een transactie te verrichten of te bewerkstelligen in financiële instrumenten als bedoeld in het eerste lid, onderdeel b; of c. in of vanuit Nederland of een staat die geen lidstaat is een transactie te verrichten of te bewerkstelligen in financiële instrumenten als bedoeld in het eerste lid, onderdeel c". which can be translated as: "It shall be prohibited for any person who does not belong to a category mentioned in paragraph two and who knows or should reasonably suspect that he has inside information, to make use of this inside information by a. executing or effecting a transaction, in or from within the Netherlands or a state which is not a member state, in financial instruments as meant in the first paragraph, subsection a; (13)
14 Sanctions: b. executing or effecting a transaction, in or from within the Netherlands, in financial instruments as meant in the first paragraph, subsection b; or c. executing or effecting, in or from within the Netherlands or a state which is not a member state, in financial instruments as meant in the first paragraph, subsection c". In case of violation of Article 5:56 paragraph 3 of the Act on Financial Supervision, the Authority for the Financial Markets can impose an administrative fine with a base amount of The maximum administrative fine is Following notification to the offender that such a decision has been taken, the Authority for the Financial Markets will, in principle, publish its decision. Once the imposition of the fine has become final (possibly after objection and appeal), the Authority for the Financial Markets will publish, once again, the decision to impose the fine. In case of a criminal investigation and conviction, violation of Article 5:56 paragraph 3 of the Act on Financial Supervision (designated, by Article 1 under 3 o and Article 2, paragraph 3 of the Economic Offences Act, in conjunction with Article 5:54 of the Act on Financial Supervision, as an economic offence) can lead to the imposition of (Article 6 paragraph one under 2 o of the Economic Offences Act) a prison sentence of two years and/or a fine to a maximum of 19,000 for natural persons (or a maximum of 76,000 in case the proceeds of the crime exceed 4,750), and, for legal persons, a fine to a maximum of 760,000. Article 5:56 paragraph 7: "Het is verboden om gebruik te maken van voorwetenschap door te trachten een transactie te verrichten of te bewerkstelligen als bedoeld in het eerste lid". which can be translated as: Sanctions: "It shall be prohibited to make use of inside information by trying to execute or effect a transaction as meant in paragraph one". In case of violation of Article 5:56 paragraph 7 of the Act on Financial Supervision, the Authority for the Financial Markets can impose an administrative fine with a base amount of The maximum administrative fine is Following notification to the offender that such a decision has been taken, the Authority for the Financial Markets will, in principle, publish its decision. Once the imposition of the fine has become final (possibly after objection and appeal), the Authority for the Financial Markets will publish, once again, the decision to impose the fine (14)
15 In case of a criminal investigation and conviction, violation of Article 5:56 paragraph 7 of the Act on Financial Supervision (designated, by Article 1 under 3 o and Article 2, paragraph 3 of the Economic Offences Act, in conjunction with Article 5:54 of the Act on Financial Supervision, as an economic offence) can lead to the imposition of (Article 6 paragraph 1 under 2 o of the Economic Offences Act) a prison sentence of two years and/or a fine to a maximum of 19,000 for natural persons (or a maximum of 76,000 in case the proceeds of the crime exceed 4,750), and, for legal persons, a fine to a maximum of 760,000. Article 5:57 paragraph 1: "Het is een ieder die behoort tot een in artikel 5:56, tweede lid, onderdeel a, b of d bedoelde categorie, alsmede een ieder die beschikt over voorwetenschap en behoort tot de in artikel 5:56, tweede lid, onderdeel c, bedoelde categorie verboden om in of vanuit een in artikel 5:56, eerste lid, onderdeel a, b, of c bedoelde staat, voor zover het financiële instrumenten betreft als bedoeld in het betreffende onderdeel: a. de informatie waarop zijn voorwetenschap betrekking heeft aan een derde mee te delen, anders dan in de normale uitoefening van zijn werk, beroep of functie; of b. een derde aan te bevelen of ertoe aan te zetten transacties te verrichten of te bewerkstelligen in die financiële instrumenten". which can be translated as: Sanctions: "In or from within a state as meant in Article 5:56, second paragraph, subsection a, b or c, and in respect of financial instruments as meant in the relevant subparagraph, it shall be prohibited for any person who belongs to a category as meant in Article 5:56, second paragraph, subsection a, b or d, as well as for any person who has inside information and belongs to the category meant in Article 5:56, second paragraph, subsection c, to a. disclose the information forming the object of his inside information to a third party, outside the normal practice of his work, profession or function; or b. recommend or induce a third party to execute or effect transactions in these financial instruments". In case of violation of Article 5:57 paragraph 1 of the Act on Financial Supervision, the Authority for the Financial Markets can impose an administrative fine with a base amount of The maximum administrative fine is Following notification to the offender that such a decision has been taken, the Authority for the Financial Markets will, in principle, publish its decision. Once the imposition of the fine has become final (possibly after objection and appeal), the Authority for the Financial Markets will publish, once again, the decision to impose the fine (15)
16 In case of a criminal investigation and conviction, violation of Article 5:57 paragraph 1 of the Act on Financial Supervision (designated, by Article 1 under 3 o and Article 2, paragraph 3 of the Economic Offences Act, in conjunction with Article 5:54 of the Act on Financial Supervision, as an economic offence) can lead to the imposition of (Article 6 paragraph one under 2 o of the Economic Offences Act) a prison sentence of two years and/or a fine to a maximum of 19,000 for natural persons (or a maximum of 76,000 in case the proceeds of the crime exceed 4,750), and, for legal persons, a fine to a maximum of 760,000. Article 5:57 paragraph 2: "Het eerste lid is van overeenkomstige toepassing op ieder ander die weet of redelijkerwijs moet vermoeden dat hij over voorwetenschap beschikt". which can be translated as: Sanctions: "The first paragraph is applicable by analogy to any other person who knows or should reasonably suspect that he has inside information". In case of violation of Article 5:57 paragraph 2, the Authority for the Financial Markets can impose an administrative fine with a base amount of The maximum administrative fine is Following notification to the offender that such a decision has been taken, the Authority for the Financial Markets will, in principle, publish its decision. Once the imposition of fine has become final (possibly after objection and appeal), the Authority for the Financial Markets will publish, once again, the decision to impose the fine. In case of a criminal investigation and conviction, violation of Article 5:57, paragraph 2 of the Act on Financial Supervision (designated, by Article 1 under 3 o and Article 2, paragraph 3 of the Economic Offences Act, in conjunction with Article 5:54 of the Act on Financial Supervision, as an economic offence) can lead to the imposition of (Article 6 paragraph 1 under 2 o of the Economic Offences Act) a prison sentence of two years and/or a fine to a maximum of 19,000 for natural persons (or a maximum of 76,000 in case the proceeds of the crime exceed 4,750), and, for legal persons, a fine to a maximum of 760,000. Article 5:58 paragraph 1: "Het is verboden om in of vanuit een in artikel 5:56, eerste lid, onderdeel a of b, bedoelde staat, telkens voor zover het financiële instrumentenbetreft als bedoeld in het desbetreffende onderdeel: a. een transactie of handelsorder in financiële instrumentente verrichten of te bewerkstelligen waarvan een onjuist of misleidend signaal uitgaat of te duchten is met betrekking tot het aanbod van, de vraag naar of de koers van die financiële instrumenten, tenzij degene die de transactie of handelsorder heeft verricht of bewerkstelligd, aantoont dat zijn beweegreden om de transactie of handelsorder te (16)
17 verrichten of te bewerkstelligen gerechtvaardigd is en dat de transactie of handelsorder in overeenstremming is met de gebruikelijke marktpraktijk op de desbetreffende gereglementeerde markt; b. een transactie of handelsorder in financiële instrumentente verrichten of te bewerkstelligen teneinde de koers van die financiële instrumentenop een kunstmatig niveau te houden, tenzij degene die de transactie of handelsorder heeft verricht of bewerkstelligd, aantoont dat zijn beweegreden om de transactie of handelsorder te verrichten of te bewerkstelligen gerechtvaardigd is en dat de transactie of handelsorder in overeenstremming is met de gebruikelijke marktpraktijk op de desbetreffende gereglementeerde markt; c. een transactie of handelsorder in financiële instrumenten te verrichten of te bewerkstelligen waarbij gebruik wordt gemaakt van bedrog of misleiding; of d. informatie te verspreiden waarvan een onjuist of misleidend signaal uitgaat of te duchten is met betrekking tot het aanbod van, de vraag naar of de koers van financiële instrumenten, terwijl de verspreider van die informatie weet of redelijkerwijs moet vermoeden dat die informatie onjuist of misleidend is". which can be translated as: "In or from within a state as meant in Article 5:56, first paragraph, subsection a or b, it shall be prohibited, insofar as it concerns financial instruments as meant in the relevant subparagraph: a. to execute or effect a transaction or order to trade in financial instruments that sends or can be feared to send an incorrect or misleading signal in respect of the supply of, the demand for or the price of those financial instruments, unless the person who has executed or effected the transaction demonstrates that his reason for executing or effecting the transaction is justified and that the transaction or order to trade in is accordance with the accepted market practice in the relevant regulated market; b. to execute or effect a transaction or order to trade in financial instruments with the intention to keep the price of those financial instruments at an artificial level, unless the person who has executed or effected the transaction demonstrates that his reason for executing or effecting the transaction is justified and that the transaction or order to trade is in accordance with the accepted market practice in the relevant regulated market; c. to execute or effect a transaction or order to trade in financial instruments using fraud or deception; or d. to divulge information that sends or can be feared to send an incorrect or misleading signal in respect of the supply of, the demand for or the price of those financial instruments, while knowing or having reason to suspect that that information is incorrect or misleading" (17)
18 Sanctions: In case of violation of Article 5:58, paragraph 1, of the Act on Financial Supervision, the Authority for the Financial Markets can impose a penalty order (last onder dwangsom) and/or an administrative fine with a base amount of The maximum administrative fine is In case the periodic penalty payment connected to the penalty order is effectively forfeited, the Authority for the Financial Markets will, in principle, publish its decision to impose the penalty order. Following notification to the offender that a decision to impose an administrative fine has been taken, the Authority for the Financial Markets will, in principle, publish its decision. Once the imposition of the fine has become final (possibly after objection and appeal), the Authority for the Financial Markets will publish, once again, the decision to impose the fine. In case of a criminal investigation and conviction, violation of Article 5:58, paragraph 1 of the Act on Financial Supervision (designated, by Article 1 under 3 o and Article 2, paragraph 3 of the Economic Offences Act, in conjunction with Article 5:54 of the Act on Financial Supervision, as an economic offence) can lead to the imposition of (Article 6 paragraph 1 under 2 o of the Economic Offences Act) a prison sentence of two years and/or a fine to a maximum of 19,000 for natural persons (or a maximum of 76,000 in case the proceeds of the crime exceed 4,750), and, for legal persons, a fine to a maximum of 760, (18)
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