Directive Management Transactions
(DMT)

Rubrum

Directive Management Transactions

Directive on Disclosure of Management Transactions (Directive Management Transactions, DMT)

Dated 27 November 2012 Basis Art. 56 LR

I. GENERAL PROVISIONS

Art. 1 The duty to disclose management transactions applies to all is-

Scope of applicability suers whose equity securities have their primary listing on SIX Swiss Exchange Ltd.

II. DISCLOSURE TO THE ISSUER BY PERSONS SUBJECT TO REPORTING OBLIGATIONS

Art. 2 1

In keeping with Art. 56 LR, the members of the board of direc- Persons subject to tors and of the executive committee of an issuer are obliged to reporting obligations report management transactions.

The issuer is responsible for holding persons subject to reporting obligations to their reporting obligation and for taking action against them should they fail to fulfil their obligations.

Art. 3 1

An individual is obliged to report a transaction if it has a direct Principle of the or indirect effect on his/her assets. Transactions whose execution reporting obligation the person subject to the reporting obligation has no possibility to influence are not subject to the reporting obligation. In particular transactions executed within the framework of an asset management agreement are subject to the reporting obligation.

Furthermore, transactions executed by related parties (legal entities and natural persons), or partnerships, or institutions acting on a fiduciary basis, must be reported if such transactions are carried out under the significant influence of a person who is subject to the reporting obligation. Related parties may include, for example: 1. domestic partners; 2. individuals living in the same household as the person subject to the reporting obligation;

SIX Exchange Regulation 03/13 1 Admission of Securities 3. legal entities, partnerships and fiduciary institutions, if the person subject to the reporting obligation:

  1. holds a management position within that entity,

  2. controls the company directly or indirectly,

  3. is a beneficiary of this company or institution.

Art. 4 1

The reporting obligation covers: Reportable transactions 1. equities or similar shares in an issuer; 2. conversion, purchase or sale rights that provide for or permit actual delivery with rights as per point 1, or conversion, purchase or sale rights from the issuer; 3. financial instruments that provide for or permit a cash settlement and other contracts for difference whose performance depends on rights under points 1 or 2.

Financial instruments under para. 1 point 3, for which less than one third of performance is dependent upon rights under para. 1 points 1 and 2, are not subject to the reporting obligation.

An issuer's transactions in its own equity securities or related financial instruments are not subject to the reporting obligation.

Art. 5 1

The reporting obligation covers the acquisition, disposal and Types of reportable grant (writing) of rights in the sense of Art. 4. transaction 2 Pledges, usufruct, securities lending, inheritances, gifts and disputes involving marital property are not subject to the reporting obligation.

Art. 6 1

No reporting obligation exists if the given transaction takes place No reporting obligation on the basis of an employment contract or is part of a compenfor compensatory sation scheme and the person subject to the reporting obligation transactions cannot cause such transaction to take place by his/her conscious decision.

Specifically, this means that the final allocation of rights in accordance with Art. 4 para. 1 is not subject to the reporting obligation.

The subsequent exercise or sale of such rights is subject to the reporting obligation, however.

SIX Exchange Regulation 03/13 Directive Management Transactions

Art. 7 1

The reporting obligation arises when the corresponding report- Commencement of the able transaction is concluded, regardless of whether or not it has reporting obligation conditions attached. In the case of transactions settled via an exchange, the reporting obligation arises when the transaction is executed.

Only one notification is required where several transactions of the same type are made on the same day.

III. ELECTRONIC REPORTING PLATFORM

Art. 8 1

The issuer passes on the notifications that it receives to SIX Transmission of Exchange Regulation using the electronic reporting platform that notifications via the is provided (Art. 3 para. 9 LR and Directive Electronic Reporting electronic reporting and Publication Platforms (DERP)). platform 2 In fulfilling its obligation to report, by submitting a notification the issuer authorises SIX Swiss Exchange to store the information reported in accordance with Art. 56 para. 2 LR in a database for a period of four years, and to make the information indicated in

Art. 56 para. 5 LR available to the public by means of a remote

access mechanism (SIX Exchange Regulation website) for a period of three years.

SIX Swiss Exchange Regulation will handle requests for information searches in the database.

See also: - Directive Electronic Reporting and Publication Platforms (DERP) IV. SANCTIONS

Art. 9 Violations of the provisions of this Directive may be punished in

Sanctions accordance with Art. 60 LR.

V. FINAL PROVISION

Art. 10 This Directive enters into force on 1 April 2013 and replaces the

Entry into force Directive on Disclosure of Management Transactions dated 12 November 2010.

SIX Exchange Regulation 03/13 3