PERSONAL ACCOUNT TRADING EMPLOYEE POLICY GFS HOLDINGS (PTY) LTD ( GFS Group )
1. POLICY OBJECTIVES 1.1 The object of this policy is to establish a code of conduct which is in line with the personal account trading guidelines that have been set down jointly by the Financial Services Board ( FSB ), Association for Savings and Investment SA ( ASISA ) and the South African Reserve Bank ( SARB ). The aim of the guidelines is to ensure that the GFS Group is able to promote the regulatory objectives of stability, efficiency and investor protection through sound corporate governance, internal controls and systems. 2. DEFINITIONS 2.1. Connected person means: (i) a spouse or partner of an employee; (ii) minor children of an employee; (iii) any person in a business or profit sharing relationship with the employee, including partners in an investment club; (iv) a trust in which the employee or any person mentioned in (i) or (ii) is a beneficiary or trustee; (v) a company in which the employee or any person mentioned in (i), (ii) or (iv) is a shareholder and where the employee is involved in investment decision making on behalf of that company; (vi) a pension fund (other than a pension fund managed by an institution) of which the employee or any person mentioned in (i), (ii) and (iii) is a beneficiary or trustee and where the employee is involved in investment decision making on behalf of that pension fund; or (vii) any other accounts where the person has a direct or indirect benefit. 2.2. GFS employee means: (i) any person employed by the GFS Group including Grindrod Asset Management (Pty) Ltd staff and the staff of all CoreShares entities ; (ii) including persons dealing on behalf of the GFS Group or its clients; (iii) any person who is privy to confidential or proprietary information which could result in a conflict of interest if the employee used the information to his/her advantage; and (iv) includes a person on secondment or on term employment contract to the GFS Group, and connected persons. 2.3. GFS Group means GFS Holdings (Pty) Ltd and all of its subsidiaries. 2.4. PA Trading Adjudicator means the senior employee at the GFS Group who is appointed by the Audit Committee from time to time to adjudicate PA Trading transactions and currently is the Head of Department for each business area. 2.5. Personal account ( PA ) trading means any trading in securities or other financial instruments by individual employees of the GFS Group, the risk and rewards of which are for their own personal direct or indirect benefit. 2.6. Rules means these personal account trading rules enforced by the GFS Group. 2.7. Securities means "securities and financial instruments" as defined in the Financial Markets Act No 19 of 2012, 2 P a g e
and any unlisted instruments such as bonds, futures, options, forward rate agreements, swaps, equities and derivatives of any of these, but excludes all unit trusts other than unit trusts listed on a recognised exchange or with assets under management by the GFS Group. 2.8. Trade or Trading means trading by an employee for his/her personal account or for the account of a connected person, or any inducement (whether by the disclosure of information or otherwise) given by an employee to a connected person to deal, and includes the dealing in securities, the purchase and sale of nil paid rights, an application to subscribe for or purchase shares and the giving or taking of money in connection with options, or the giving of any instruction, inducement or information to any other person dealing for the employee s benefit or for the benefit of a connected person. 3. REASON FOR THE POLICY 3.1. The reason for this policy is not to prohibit PA trading but to rather ensure that it is conducted in a controlled environment in order to prevent:- (i) Conflicts of interest between employees and clients, (ii) Prejudice towards clients, (iii) Prejudice towards GFS itself, (iv) Trading based on insider information, (v) Deliberate delays of trades, (vi) Distraction of dealers, (vii) Division of loyalty, and (viii) The opportunity to conceal fraud. 4. PERSONAL ACCOUNT TRADING POLICY 4.1 All GFS employees shall exercise due care in determining whether any intended trade is in conflict with the interest of the GFS Group, it s clients or with these rules. 4.2 PA Trading should not adversely impact on the individual s ability to perform their normal duties. 4.3 All PA Trading transactions must be routed through the Grindrod Securities (a division of Grindrod Asset Management (Pty) Ltd) trading desk or through an appointed, recognised and approved third party. Trading through such third party will be permitted provided such third party has agreed to provide the GFS Group, on request, with a copy of the contract note or the equivalent. 4.4 All GFS Employees are required to obtain permission for all trades irrespective of amount, unless they have appointed a discretionary securities broker as per clause 4.5. 4.5 An employee who has appointed a discretionary securities broker to deal on his/her behalf is not obliged to obtain permission for trading (if there is no direct involvement in the decision making by the employee) provided that: (i) The mandate provides full discretion to the broker; (ii) The employee provides their Head of Department or Compliance with a copy of the mandate on request. 3 P a g e
4.6 You must obtain prior approval of your trade from the PA Trading Adjudicator. Permission may be given via the automated PA trading system. In the event that permission may not be granted via the automated PA trading system approval may be given in writing by means of Form A. 4.7 The application for approval must be done in the applicable manner and will include the following information that is required to be disclosed: 4.7.1 The intent of the PA transaction, stating whether the transaction is for speculative or for investment purposes, 4.7.2. The type of security, 4.7.3. The nature of the transaction (i.e. purchase or sale, proposed date and estimated value of the transaction), 4.7.4. The broking firm through which the transaction will be executed, 4.7.5. The identity of the counterparty for unlisted securities. 4.8 GFS employees are recommended to hold their positions for a minimum period of 5 (five) business days unless the prior written approval of the PA Trading Adjudicator is obtained. 4.9 The approval has an expiry date. You cannot trade after the expiry date as the approval will no longer be valid. In order for the trade to be valid a new trade will need to be captured on the automated PA trading system (or the approval form) for approval by the PA Adjudicator. 4.10 You undertake on signature of this policy to provide the details of the third party broker/s used by you and a list of all accounts held in your (or a connected person s) name. 5. PROHIBITIONS 5.1 Should you be trading in a particular counter that your division/business unit is involved with or has specific knowledge of, you are obliged to obtain permission (section 4.4) and only trade when trading in those counters either for the GFS Group or on behalf of clients has been concluded. 5.2 You may not request or accept any credit or special dealing facilities with external parties unless prior written approval has been obtained from the PA Trading Adjudicator. 5.3 You may not act as an underwriter or sub-underwriter of securities if GFS is acting in that capacity, or if you know that the GFS will be offered a participation, underwriting or sub-underwriting in that security. 5.4 Management reserves the right to limit trading on a particular counter for a reason they deem valid and shall be vested with the power to close out trades entered into in contravention of the rules. 5.5 PA Trading in Grindrod Ltd securities during a closed period is prohibited and any PA Trading in the Grindrod Ltd securities, irrespective of amount, outside the closed period requires PA Trading Adjudicator permission. 4 P a g e
5.6. Insider trading is prohibited and employees are guilty of an offence if they trade or deal for their own account or that of another person, disclose inside information or encourage/discourage a person to trade, based on inside information. 6. DISCIPLINARY ACTION 6.1 Your failure to observe this policy may result in disciplinary action being instituted with a penalty of possible summary dismissal. 6.2 You accept and acknowledge that any breach of this policy save for those breaches that will result in summary dismissal may result in a final written warning being issued. I.., hereby understand and agree to the above terms and conditions of my employment. Employee Signature Employee Name Date VERSION DATE APPROVED AMENDMENTS 1 18 November 2013 GFS/GrAMH Board 2 11 February 2014 GFS/GrAMH Board Specified entities regulated in terms of CISCA in the first page 3 4 November 2015 GFS/GrAMH Board Amendments requested by the CEO 5 P a g e