Reg.017.20131113 As of: June 2015
Table of Contents 1. Introduction... 3 2. Defined Terms... 3 3. Principles... 6 3.1- General Prohibition Applicable to All Employees... 6 3.2- Specific Restrictions regarding trading and ownership of securities of issuers... 6 I.Non-Public Information... 7 II.Participation in Rating Actions... 7 III.Primary Area of Analytic Responsibility... 7 IV.Restricted Lists... 8 4. Reporting and Trading Requirements... 9 4.1- Disclosure of Securities Accounts... 9 4.2- Disclosure of Securities Trading... 10 5. Self-Disclosure of Non-Compliance... 11 6. Exemptions... 11 7. Violation of this policy Measures... 13 8. Communication of this Policy... 13 Date of Issuance: November 2013 Reference: 0.17.20131113 2 14
1. Introduction Scope Corporation AG and its subsidiaries including Scope Ratings AG (hereinafter also referred to as Scope ) have defined and implemented the below policy which defines the minimum standards and provides additional guidance on controls and restrictions over employee investments and trading activity. These restrictions are reasonably designed to ensure that such activities are conducted in accordance with applicable laws to prevent potential conflicts of interest. This policy and requirements apply to all Employees at Scope The regulation and monitoring take place in the interest of Scope, its employees and especially its clients. These Guidelines are intended to help prevent or appropriately resolve possible conflicts of interest between Scope and its clients on the one hand, and employees on the other. Even the appearance that employees receive preferential treatment in their private transactions to the detriment of Scope or its clients is to be avoided. Each employee is personally responsible for complying with the regulations affecting him. Compliance shall constantly monitor employees' compliance with these Guidelines. The monitoring shall cover all trading within the meaning of these Guidelines as well as accounts and securities accounts with the Bank, with Group companies and with third-party institutions which are intended to be used to execute employee transactions. 2. Defined Terms Employees These Guidelines apply to all Scope employees who are in active employment, subcontract, service, and training or internship relationships with the company. In particular, Scope s members of the Executive and management Boards along with Managing Directors are also considered employees within the meaning of these Guidelines. Temporary employment agency workers (Zeitarbeit, Mitarbeiterüberlassung, Personal leasing) are considered employees within the meaning of these Guidelines. With regard to outsourcing companies, associated agents and staff who provide services for Scope do not qualify as employees (Arbeitnehmer) in terms of labour. External consultants and counsels who provide project-related services and who are subject to a professional confidentiality duty or who are encompassed by a confidentiality agreement between Scope and their employer are not subject to this Policy. Analyst Analyst is any Employee assigned to a ratings team with the title of Associate Analyst or higher whose function is to a) assign or monitor Ratings, b) assist in drafting materials or developing models being considered for rating committees, or c) supervise Scope Employees included in (a) or (b) of this definition. The definition of Analyst excludes any Employee assigned to a ratings team who: (i) is not involved in the Ratings process or (ii) supports the rating process solely through administrative tasks, such as entering information into internal systems. Date of Issuance: November 2013 Reference: 0.17.20131113 3 14
Family Members The term Family Members refers to the following persons: an Employee s spouse or domestic partner (or any other person with whom an Employee cohabits and shares financial responsibilities); an Employee s minor or dependent children; any other relative sharing the same household as an Employee; any persons who do not live in the same household as an Employee but whose Trades in Securities are directed by or are subject to the Employee s influence or control (either direct or Indirect) (such as parents or children living in separate households who consult with the Employee before they Trade); and any other natural or legal person, trust, entity or partnership: (i) whose managerial responsibilities are discharged by, (ii) that is set up for the benefit of, (iii) that is directly or indirectly controlled by, or (iv) whose economic interests are substantially equivalent to, the Employee or any Family Member. Material Information The term Material Information has no precise definition and is subject to a variety of interpretations. Accordingly, for purposes of this Policy, Material Information refers to any information that: might have an effect on the market for a Security generally; or might affect an investment decision of a reasonable investor. Examples of Material Information may include, but are not limited to: sales results; earnings or estimates (including reaffirmations or changes to previously released earnings information); dividend actions; strategic plans; new products, discoveries or services; important personnel changes; acquisition and divestiture plans; financing plans; proposed securities offerings; marketing plans and joint ventures; government actions; major litigation, litigation developments, or potential claims; restructurings and recapitalizations; the negotiation or termination of major contracts; and potential or pending Scope rating actions. Information about pending or future Scope credit rating actions or other material public announcements (including, but not limited to, research reports) is presumed to be Material Information for the purposes of this policy. Non-Public Information Information is considered to be Non-Public Information unless it has been publicly disseminated (including through any of the following methods: public filing with a securities regulatory authority; issuance of a press release; disclosure of the information in a national or broadly disseminated financial news service; or the issuance prospectus). Material Non-Public Information The term Material Non-Public Information refers to that information that is both Material Information and Non-Public Information. Own and Ownership The terms Own and Ownership refer to all methods by which an Employee may possess an interest in a Security or an account with a financial services institution, including direct ownership and beneficial ownership (i.e., sole or shared dispositive or voting power over a Security). For the purposes of this Policy, direct ownership includes all Securities held in trust (other than a blind trust) and all Securities held in any individual retirement account ( IRA ). Date of Issuance: November 2013 Reference: 0.17.20131113 4 14
For the purposes of this Policy, Employees are deemed to be the beneficial owner of all Securities held by their Family Members. Security The term Security means any non-deposit financial instrument that is, or is derived from, any equity or fixed income security. This includes, but is not limited to: stocks, bonds, debentures, options, equity securities, convertible securities, warrants, derivative instruments (including swaps, commodities and futures based on or linked to equity or fixed income securities), notes, collective investment schemes, fixed annuities, variable annuities, open- or closed-end mutual funds, Contract for Differences (CFD), exchange traded funds (ETFs) and unit investment trusts (UITs). Trade The term Trade refers to any transaction by which a person acquires or divests himself/herself from an interest or position in a Security, including but not limited to purchases, sales, repurchase agreements, short sales, spread betting (and other forms of gambling on Securities) and entering into derivative transactions, including put options, calls and equity swaps as well as liquidating such derivative positions through purchase, sale or exercise. Employee Transactions Transactions for an employee's own account are all transactions in which he could have an economic interest. Transactions for an employee's own account also refer to transactions by a third party in the name of or for the account of the employee (for example, transactions performed by a third party via a joint securities account or via the employee's securities account using a power of attorney) if the employee is aware of and influenced these transactions or initiated them. Financial Instruments As defined in section 2 (2b) of the German Securities Trading Act (WpHG), the term financial instrument is in particular taken to include: Securities, in particular shares, fund shares comparable to shares, certificates representing shares, debt obligations, in particular participatory notes, bearer bonds, registered bonds as well as certificates representing debt obligations; Shares in investment assets within the meaning of section 1 (1) of the Capital Investment Code (Kapitalanlagegesetzbuch) (UCITS funds, AIFs); Money market instruments (except for payment instruments), especially treasury notes (Schatzwechsel) or short-term promissory note bonds (kurzfristige Schuldscheindarlehen); Derivatives, in particular: Forward or option transactions related to securities or money-market instruments, foreign currencies or units of account, interest rates or other income or indices of these underlying assets or other financial indices or financial measures, Forward transactions related to goods, freight rates, emission allowances, climatic or other physical variables or other assets Financial contracts for differences, or Credit derivatives; Subscription rights for securities. Securities Accounts Date of Issuance: November 2013 Reference: 0.17.20131113 5 14
Securities accounts within the meaning of these Guidelines are securities accounts as well as all other accounts via which transactions in financial instruments can be booked (e.g. margin accounts, contracts for difference accounts, etc.) Loan accounts, current accounts, savings accounts and other accounts via which no financial instruments can be booked are not considered securities accounts within the meaning of these Guidelines. 3. Principles Employee transactions may not be directed against client interests or against the Scope s own interests. In the event of conflicts of interest, the client s interests and those of Scope shall have priority. If necessary, employee transactions may be restricted. Employees shall refrain from entering into transactions that give the appearance of impropriety or that may put the credibility of Scope or its employees at issue. Insofar as employees wish to undertake transactions for third parties outside of their employment responsibilities, they must inform such third parties of the possibility of trading restrictions and of duties of disclosure in this regard. Note: employees shall trade only within their economic means. With regard to their number, scope, complexity and date of execution, employee transactions shall not be entered into in a way that interferes with the performance of the employee s duties under his employment contract. 3.1- General Prohibition Applicable to All Employees Prohibition Against Trading While In Possession of Material Non-Public Information Notwithstanding any other provision of this Policy, Employees and Family Members are prohibited from engaging in any Trade of a Security while in possession of Material Non-Public Information relating to the Issuer of the Security or the Security itself or otherwise in violation of any applicable law, rule or regulation. This prohibition remains in effect until three business days after the information has been widely disseminated to the public. Employees and Family Members may not Trade any Security while in possession of Material Non- Public Information relating to that Issuer or the Security. These prohibitions apply regardless of the source from which the Employee or Family Member came into possession of Material Non-Public Information. Prohibition Against Tipping It is illegal in many countries and a violation of this Policy for a person who is in possession of Material Non-Public Information about Scope or any other Issuer to: (i) recommend that a third party Trade in the Issuer s Securities; or (ii) convey such Material Non-Public Information to a third party ( Tipping ). Tipping is prohibited regardless of whether or not the Employee or Family Member who provides the tip receives any monetary or other benefit. 3.2- Specific Restrictions regarding trading and ownership of securities of issuers As a part of the rating process, Issuers and other parties often share Material Non-Public Information with Scope Employees. In addition, any Scope rating action or other public announcement Date of Issuance: November 2013 Reference: 0.17.20131113 6 14
may have an effect on the price of an Issuer s Securities or Securities not directly related to that Issuer. Accordingly, in addition to legal restrictions that exist in many jurisdictions and the restrictions set forth in this Policy that are applicable to all Scope s Employees, restrictions exist on Trading and Ownership of Securities by Employees and their family Members in order to protect against any real or apparent conflicts of interest. These limitations on Trading and Ownership are as follows: I. Non-Public Information Scope Employees and their Family Members are prohibited from Trading a Security if: they make the Trade while in possession of Material Non-Public Information relating to the Security or the Issuer of the Security; or the Trade is made while the Employee or Family Member is in possession of Non-Public Information that is proprietary to Scope, regardless of whether or not the information is Material Information. Information relating to a potential Scope rating action decision (including a decision not to take a rating action) is considered proprietary to Scope and is presumed to be Material Information for the purposes of this Policy. II. Participation in Rating Actions Employees may not directly or indirectly participate in a rating action (even if outside their Primary Area of Analytic Responsibility) if they or their Family Members Own any Security that could be affected by that rating action. Direct or indirect participation in a rating action includes, but is not limited to, serving as the Lead Analyst, serving as the back-up Analyst, serving on the rating committee, providing the approval to record and release a rating action, assisting in drafting the materials being considered by the rating committee or working with a rating team or Analyst on a model used in a specific rating action. For example, any Analyst or managing director who Owns any Postbank AG Securities is restricted from participating in any rating committee involving Postbank AG Note: Rating Committee(s) Chair are responsible for Ensuring that no Rating Committee attendees whether voting or non-voting - are affected by any conflicts of interest. Please refer to the Rating Governance policy for more information. III. Primary Area of Analytic Responsibility Although restrictions described in this chapter cover all Employees and their Family Members, it is most directly applicable to Employees who work on rating teams. Employees and their Family Members may not own or Trade any Security issued, guaranteed, or otherwise supported by an Issuer within the Employee s Primary Area of Analytic Responsibility. An Employee s Primary Area of Analytic Responsibility is any Issuer rated by the Employee s team or any team that directly or indirectly reports to him/her. In addition, because the term Issuer includes all corporate parents and majority-owned subsidiaries, Employees and their Family Members may not own or Trade any Security issued, guaranteed or otherwise supported by the corporate parent or majority-owned subsidiary of an Issuer that is rated by the Employee s team. Date of Issuance: November 2013 Reference: 0.17.20131113 7 14
The Primary Area of Analytic Responsibility for Employees not directly participating in rating actions includes those areas, teams and/or groups that they support. For example, an Employee who is responsible for research coverage for the Corporate Finance Group or the Structured Finance Group has as his/her Primary Area of Analytic Responsibility all Issuers and Securities rated by those 2 Groups. A Manager s Primary Area of Analytic Responsibility includes those Issuers and Securities that are also within the Primary Area of Analytic Responsibility of anyone he or she supervises or manages (directly or indirectly). Example: No Analyst or Manager on the team that rates Santander may own or Trade any Security issued, guaranteed or otherwise supported by Santander or derived from Santander equity or fixed income securities, regardless of whether or not the Analyst or Manager has had any direct participation in the rating of Santander. In addition, no Analyst or Manager on that team may own or Trade Securities issued, guaranteed, derived from or otherwise supported by General Electric because it is the corporate parent of Santander. Note: If Managers have questions about how to apply the restriction to Employees or Family Members whose job functions support ratings teams (but who are not on ratings teams), they should consult with the Compliance Officer. In general, though, Employees who support rating processes and are aligned with specific rating teams are required to abide by the restrictions applicable to the rating team or teams they support. IV. Restricted Lists Restricted Lists are current lists of securities in which employee transactions are restricted or prohibited, it includes the date and time the security was added to the list (and eventually the date and time the security was deleted from the list). Restricted Lists have been developed for Scope s Employees - based on each Line of Business - and that covers Issuers (globally) for as long as Scope has been mandated for a solicited Ratings (Public and Private) AND/OR un-solicited Ratings (Public or Private) where Scope determines the Rating with participation of the issuer. Employees within a Line of Business, and their Family Members, may not Own or Trade any Security: on the Restricted List applicable to that Line of Business, Or, depending on their job responsibilities, on the Restricted Lists applicable to other Lines of Business. Restricted List(s) will be available and kept updated via the ScopeWorks platform. Scope reserves the right to prohibit Trades of Securities not listed on the applicable Restricted Lists for any Employee and his/her Family Members. Scope will communicate all such further restrictions to Employees if and when they occur. Date of Issuance: November 2013 Reference: 0.17.20131113 8 14
Note: Employees who, on limited occasions, participate in rating committees outside of their area of analytic/professional responsibility will be subject to restrictions based on the specific committee participation, not the entire Restricted List for that Line of Business. Employees who routinely participate in rating committees outside of their area of analytic/professional responsibility will be subject to the respective Restricted List for that Line of Business in addition to the Restricted List applicable to their own Line of Business. In both circumstances, these additional restrictions will remain in place for a period of 30 calendar days following the date of the rating committee or three days after the Rating becomes public Restricted Lists include sector funds, for example: An analyst (or his or her Family Member) who is prohibited from holding or Trading any Security (related to Telecommunication sector) and listed on the Corporate Team Restricted List also may not Own a telecommunications sector fund Analysts (and their Family Members) who are prohibited from holding or Trading any securities on the Financial Institutions Restricted List also may not Own or Trade financial institution sector funds. When an Employee is no longer deemed subject to a Restricted List (for example due to a change in responsibilities), the Restricted List that previously applied will continue to apply for a period of 30 calendar days to provide for a cooling-off period Important Note: For all transactions performed in breach with this specific policy requirement, Scope and its Compliance Officer may demand liquidation of the transaction through the conclusion of a counter trade. Compliance may make exceptions to this restriction in justified cases (ie: Following a Capital increase operation, employees may be allowed to exercise their Voting rights even if the security appears on the Restricted List). In such circumstances, The Compliance officer is to be contacted promptly and employees are requested to wait for compliance instructions prior buying/selling any securities appearing on the Restricted List. Note: The Restricted List(s) is covering names/securities stemming from sections I, II and III but not only. In other words, if a security does not appear in restrictions stemming from sections I, II and III it will not automatically mean that this security will not appear in restrictions stemming from section IV Please refer to the Restricted List(s) policy for more information. 4. Reporting and Trading Requirements 4.1- Disclosure of Securities Accounts Each employee is, at the request of Compliance, obliged to provide full disclosure of his securities accounts, the powers of attorney he holds, and any other powers of disposal he may have (e.g. legal power of disposal held by the parents of a minor or as the executor of a will). Note: This disclosure includes the name of the financial institution, account number, the name of the account holder(s) and the type of account. Date of Issuance: November 2013 Reference: 0.17.20131113 9 14
Compliance shall exercise its right to obtain information only if it has a justified interest in doing so. Such justified interest is deemed to exist particularly if there are indications that the employee may have violated statutory or supervisory regulations or internal policies. For purposes of this Policy, there are three types of Monitored Accounts: Direct Control Accounts: a Trading or investment account where the account holder has full discretion/control over the account and can affect Trades in the account. This includes, but is not limited to, regular brokerage accounts or other financial services accounts, 401ks, IRAs, custodial and similar accounts. These accounts may be controlled directly by the account holder, or through direction provided by the account holder to a financial services provider or financial advisor. Managed Self Directed Accounts: an investment account where the account holder may choose the initial asset allocation but cannot direct any Trading activity after the initial investment. All Trading decisions and activities are performed by a third-party manager/advisor under a formal investment agreement. Managed Fully Discretionary Accounts: an investment account where the account holder has no control over the investments or trading activity in the account. The initial asset allocation and all Trading decisions and activities are performed by a third party manager/advisor under a formal investment agreement. Note: Changes to Employee Securities Account Status Monitored Employees must promptly notify the Compliance Officer by e-mail in any of the following circumstances: when they or a Family Member opens a new Monitored Account at a brokerage firm or other financial services firm that contains Reportable Securities or obtains a beneficial interest in, or the authority to Trade in, an additional Monitored Account containing Reportable Securities; or When an existing Monitored Account is closed or materially changed (ie: a self directed monitored account is amended to provide a full discretionary mandate to the broker). The Compliance Officer may require additional documentation regarding such accounts. Note: New Employees New employees at Scope are given 45 Days to submit to the Compliance Officer a disclosure of their Securities accounts (as defined in this policy). Managers at Scope are responsible for informing and assisting new joiners fulfilling obligations and requirements described in this policy. 4.2- Disclosure of Securities Trading Each employee is, at the request of Compliance, obliged to complete on a Quarterly Basis an Employee Trading Compliance Attestation during which Employees have to disclose to their Compliance Officer: A complete list of transactions (for all reportable Securities covered by this policy) executed by the employee himself during the reference period- via its own securities account or via a joint securities account or via a third party s securities account using a power of attorney. Additionally, during the Quarterly Employee Trading - Compliance Attestation, employees will be asked to certify that they have been in continuous compliance with the Personal Account Dealings policy. Date of Issuance: November 2013 Reference: 0.17.20131113 10 14
Note: The Compliance Officer will inform all employees about the Start of a new quarterly Employee Trading Compliance Attestation using ScopeWorks memorandums. Typically, Attestation cycle will be run in January, April, July and October. The Compliance Officer will circulate a specific template which will be used by employees to complete their Attestation exercise. Important Note: Each employee is, at the request of Compliance, obliged to provide full disclosure of transactions settled via a Broker or any third party institution. Compliance shall exercise its right to obtain information only if it has a justified interest in doing, in those instances the Compliance Officer will request provision of duplicate trade confirmations ( Zweitschriften ). 5. Self-Disclosure of Non-Compliance Employees may find that a change of circumstances creates a potential breach of this Policy. For example, Investments made prior restrictions coming into force or, an employee may be reassigned to a new rating team or, inheritance from a family member of Securities that are on a Restricted List(s) that applies to the employee s Line of Business. In such circumstances, Employees must contact the Compliance Officer promptly in writing to address any such potential breaches of this Policy, additionally employees (and Employees Family Member) are instructed to wait for Compliance instructions prior selling / buying any Security they believe may not be in compliance with this Policy, 6. Exemptions The following are not considered employee transactions within the meaning of these Guidelines and do not need to be reported during a Quarterly Employee Trading Compliance Attestation : Transactions in the context of financial portfolio management (discretionary portfolio management) unless there was contact between the portfolio manager and the employee or the person on whose account he is acting before the transaction was concluded. Transactions in investment fund units within the meaning of section 1 (1) of the German Capital Investment Code (Kapitalanlagegesetzbuch) unless the fund contains financial instruments of a single issuer of more than 20% Investments made under the German Capital Formation Act (VermBG) or other contractually agreed savings plans. Date of Issuance: November 2013 Reference: 0.17.20131113 11 14
Transactions in financial instruments which map indices or baskets provided the share of an individual asset in the financial instrument does not exceed 20% Purchasing of financial instruments, especially Scope Corporation AG shares, within the scope of an employee participation program or an employee share based payment program. Distribution of subscription rights and other pro rata distribution of financial instruments directly by the issuer (e. g the allocation of bonus shares) as well as the sale of subscription rights at the last day of the time limitation. Derivatives related to goods (for example, precious metals) freight rates, emission allowances, climatic or other physical variables, inflation rates or other economic variables or other assets within the meaning of section 2 (2) No. 2 of the German Securities Trading Act (WpHG) Derivatives related to money market instruments, foreign exchange or interest rates within the meaning of section 2 (2) No. 1 of the German Securities Trading Act (WpHG) Money market instruments In case of doubt, the employee must, before performing the transaction, clarify with Compliance whether one of the aforementioned exceptions applies to him. Additional Considerations: The following are exemptions from Reporting and Trading Requirements: Precious Metals: Funds or ETFs solely holding physical precious metal bullion (i.e. gold, silver, and platinum). However, ETFs holding securities related to the precious metals industry are subject to the Reporting requirements and trading restrictions for Monitored Employees. Insurance Policies and Annuities: Personal insurance policies, such as homeowners, life, auto, disability and individual annuity policies where there is no ability for the account holder to direct the investments or Trading within the annuity. Certificates of Deposit when issued by governments, banks, credit unions, and savings and loans. Widely Diversified Mutual Funds, this exemption applies to: 1. money market mutual funds; 2. widely diversified mutual funds; 3. widely diversified collective investment schemes; 4. exchange-traded funds that represent a diversified index or otherwise are not sector specific; or 5. Unit investment trusts. Property Ownership: Neither the Trading restrictions nor the reporting requirements of this Policy apply to ownership in any housing co-op, property owners association, nor similar not-for-profit association or corporation related to the ownership or enjoyment of an Employee s home or neighbourhood. In case of doubt, the employee must, before performing the transaction, clarify with Compliance whether one of the aforementioned exceptions applies to him. Date of Issuance: November 2013 Reference: 0.17.20131113 12 14
7. Violation of this policy Measures Employees must immediately report violations or suspected violations of this Policy to the Compliance Officer. If case of questions about this Policy or any doubt as to employees obligations under this Policy, guidance should be sought from the Compliance Officer. Persons who violate restrictions and prohibitions set forth in this policy may be held personally responsible and face criminal penalties, civil penalties, and private damage awards. Aside from such penalties, subject to applicable law, an Employee who violates this Policy or who has a Family Member whose actions cause the Employee to violate this Policy will be subject to disciplinary action by Scope, up to and including termination of employment. These Employee Guidelines are without prejudice to the legal requirements of the German Securities Trading Act (WpHG) on the prohibition of insider trading (see sections 12 et seq. WpHG), market manipulation (see sections 20a WpHG) and naked short selling and certain credit derivatives (see sections 30h and 30j WpHG); violating these prohibitions may result in criminal prosecution or civil penalties (see sections 38 and 39 WpHG). In such cases, Scope is obliged to notify a suspicion to the Supervisory Authority without delay. In addition, pursuant to section 15a of the WpHG, special requirements apply to members of the Management Board regarding transactions in Scope Corporation AG shares and related financial instruments; these Guidelines are without prejudice to such requirements. Note: From time to time, Scope may impose additional Ownership, Trading and holding restrictions that supplement and extend those stipulated in this Policy. The Compliance Officer will communicate any such changes to Employees using ScopeWorks and internal memorandums. 8. Communication of this Policy The contents of this Policy and any future updates or changes will be communicated to all staff using internal channels of communication such as: The Scope Works intranet system Employee email with read-receipt The Collective Agreement (signed by all internal and external staff) Date of Issuance: November 2013 Reference: 0.17.20131113 13 14
Scope Ratings AG Scope Corporation AG Lennéstraße 5 Lennéstraße 5 10785 Berlin 10785 Berlin T: +49 (0)30 27891-0 T: +49 (0)30 27891-0 F: +49 (0)30 27891-100 F: +49 (0)30 27891-100 Service: +49 (0)30 7891-300 info@scoperatings.com www.scoperatings.com Date of Issuance: November 2013 Reference: 0.17.20131113 14 14