The Rules below have been drawn up in accordance with the regulations of the Danish Securities Trading Act, the Danish Companies Act, and "Rules for issuers of securities listed on NASDAQ OMX Copenhagen".
1. Securities
1.1
The Rules shall extend to trading in securities admitted for listing on NASDAQ OMX Copenhagen and issued by NKT Holding A/S, including shares, subscription rights for shares and convertible bonds, employee shares, as well as unlisted instruments related thereto such as purchase rights (options), etc. The securities covered by the Rules are called "Securities" below.
2. Persons covered by the Rules
2.1
The Rules shall apply to members of the Board of Directors, management executives and employees with fiduciary duties in the NKT Group. The Rules shall also apply to external advisers who regularly or in specific cases gain access to information covered by the Rules.
In the case of Board members, management executives and employees of subsidiary companies, Group Management shall decide, on behalf of the Board of Directors of NKT Holding A/S, which persons shall be covered by the Rules based on recommendations made by the Board of Directors of each subsidiary.
The Act decrees that closely related parties such as spouses, co-habitees, resident children and other relatives of the relevant persons household shall also be comprised by the Rules.
Additionally, the Rules extend to any legal person (company, firm, foundation, organisation, etc.) over whom any of the aforementioned persons, whether directly or indirectly, have daily management liability or a controlling interest.
On behalf of the Board of Directors of NKT Holding A/S, the Group Management shall maintain lists of the persons covered by the Rules. Each person shall receive written notification when he/she has been included in/excluded from the list.
3. Inside information
3.1
Persons having inside information are not permitted to buy or sell Securities.
3.2
The term "inside information" shall mean specific unpublished information about companies in the NKT Group, or market conditions relating to these companies, which if made public is considered likely to significantly influence the market value of Securities in NKT Holding A/S. Information is primarily considered to have been made public when it has been reported to NASDAQ OMX Copenhagen and acknowledgement has been received.
3.3
Persons in possession of inside information must not communicate this information to unauthorized parties unless such communication is an element in the ordinary performance of their employment, occupation or duties and the recipient needs the information for purposes of work.
4. Duty of disclosure
4.1
Immediately on commencing their duties the persons covered by the Rules shall furnish the Board of Directors of the employing company with written notification of their holdings of Securities and/or shares and interests in other NKT Group companies. These notifications shall be entered in a special record.
Closely related parties (cf. section 2.1) shall be liable to actively notify the insider of their NKT-share transactions. The insider shall be under the obligation to notify such information to NKT Holding A/S.
The insiders shall be liable to inform closely related parties of their duty of notification.
Written notification shall also be furnished in the event of later acquisition or disposal of Securities and/or shares and interests in the other NKT Group companies. Notification shall be furnished NKT Holding A/S soonest possible, stating trading date, number of traded shares and transaction price (by forwarding copy of the transaction note) and shall be received by NKT Holding A/S no later than 1 day after the transaction. In case shares are transferred as a gift, NKT Holding A/S shall be notified of date of completion of the transaction, number of shares and market value.
4.2
Exercise of employee share option or warrants schemes in active corporation with the Company, shall not be notified.
4.3
The persons covered by the Rules shall register their holdings of Securities and/or shares and interests in the other NKT Group companies by name.
4.4
The provisions of sections 4.1 and 4.3 shall not apply to Securities forming part of bank or insurance company collective pension schemes in which the investors participate without having any influence on the investment of their contributions.
4.5
Information on share transactions, which have been notified to the Company in accordance with the provisions of sections 4.1 and 4.2, will be part of the compulsory report to NASDAQ OMX Copenhagen on executor officers’ transactions with the Company’s Securities and/or shares and interests to the extent prescribed by the Act.
5. Prohibition against capitalising on inside information
5.1
Persons covered by the Rules shall not undertake or participate in speculative transactions relating to Securities or shares and investments in other NKT Group companies.
5.2
The term "speculative transactions" shall mean, inter alia, buying which is not for the purpose of longer-term investment but which takes place with a view to sale (and possibly buyback) after a short holding period, usually less than six months.
6. Permitted trading periods
6.1
Persons covered by the Rules may only buy or sell Securities for a period of six weeks after publication of the preliminary annual accounts, an interim report, or other similar announcement of a financial accounting nature. The term "other similar announcement of a financial accounting nature" shall mean announcements containing information about the activities and results of NKT Holding A/S for a given period, and possibly a mention of the company's anticipated development, in a fashion similar to the preliminary annual accounts or an interim report.
6.2
For the sake of clarity, it is emphasised that even within the stated six-week periods ("permitted trading periods") Securities may never be bought or sold, and related advice may never be given to others, if the person concerned has specific knowledge of non-public information which could affect the pricing of the Securities if such information were made public.
6.3
Subscription of employee shares, and exercise or sale of subscription rights for shares already held, may take place even if the subscription or sale takes place outside a permitted trading period. Similarly, buying and selling orders placed which are unable for practical reasons to be executed within such period may be executed after the end of the period.
In addition, buying and selling of Securities outside the permitted trading period specified in section 6.1 may take place only if a very special need exists, and only if prior approval has been obtained from the Chairman of the Board of Directors of NKT Holding A/S. Buying and selling outside the permitted trading period may take place for instance in connection with shares to which a pre-emptive right, option, buying or selling obligation, or other similar condition is attached. The Chairman of the Board of Directors shall consider it essentially inadvisable to grant approval unless the right or obligation can only be exercised in a period upon which the persons or companies referred to in section 6.1 do not themselves have influence.
6.4
In the case of a public issue of Securities, acquisition thereof by persons covered by the Rules is only possible by submission of a binding purchase offer to the bank or similar body responsible for implementing the issue.
Similarly, subscription rights may only be bought or sold on the first day that such rights can be traded on NASDAQ OMX Copenhagen.
7. Safeguarding inside information
7.1
Persons who possess material which contains inside information shall have a fiduciary duty to file and handle said material in such a way that unauthorized parties cannot gain access to the contents.
8. Observance of the Rules
8.1
The persons who are covered by the Rules shall be provided with a copy thereof on the date that the Rules enter into force or on the date that they commence their duties.
9. Infringement
9.1
Gross and deliberate infringement of these Rules can for the employees lead to summary dismissal.
9.2
If the infringement mentioned in 9.1 above also constitutes an infringement of the regulations of the Danish Securities Act, such infringement may lead to criminal liability.
10. Entry into force
10.1
These Rules shall enter into force on the date of their adoption by the Board of Directors and shall supersede the previous Rules of NKT Holding A/S on Insider Trading.
Adopted by the Board of Directors of NKT Holding A/S
April 6, 2005