Personal Account Dealing
Rules of Arev Securities hf. on personal trading by employees, etc.
Purpose
These rules are made in accordance with Article 21 of Act No. 115/2021 on financial markets, regarding transactions by employees of Arev Securities hf. (hereinafter referred to as the Company or Arev in these rules).
The rules are part of Arev's measures intended to prevent conflicts of interest between the company and its clients, or between the company's clients themselves. By implementing the rules, the company preserves its credibility and promotes impartiality in its operations.
These rules are intended to prevent conflicts of interest between the business interests of significant shareholders, directors, employees, and the spouses of the aforementioned individuals, and the interests of clients. The company's employees and directors shall at all times safeguard the interests of the company's clients and bear in mind the fundamental principle that the interests of the clients are also the interests of the company itself.
The rules are also intended to prevent employees who have access to insider or confidential information from misusing such information or engaging in transactions that may be intended to cause suspicion. Employees and directors must be aware that the company is entitled to require the unwinding of any transactions by an employee or director which, in the company's opinion, are suspicious.
These rules shall be made available to the company's clients.
Scope
(1) These rules apply in their entirety to the following parties:
a) of the company's employees,
b) persons connected to the company's employees by family ties,
c) holding companies of the aforementioned parties, as well as companies where these parties can, directly or indirectly, through ownership and/or board membership, decide on transactions which are subject to these rules. The rules on transactions by employees set out in these rules shall also apply to these companies, unless otherwise specifically stated.
(2) These rules apply to the following persons insofar as is specifically provided from time to time:
a) board members,
b) owner.
(3) The parties referred to in paragraph (1)(a) and paragraph (2)(a) and (b) shall sign a declaration stating that they have familiarised themselves, and where applicable the relevant connected parties referred to in paragraphs (1)(b) and (c), with the contents of these rules and undertake to be bound by them.
(4) If an employee's spouse is employed by another financial undertaking which has practical rules on transactions in financial instruments by employees, then the relevant regulator shall be notified. The spouse's transactions in financial instruments shall then normally be carried out through that firm, but these rules shall otherwise apply as appropriate, including that transactions shall be reported to the compliance officer.
(5) These rules apply to all personal transactions by employees in financial instruments, except for those listed here:
a) proprietary transactions carried out in asset management where the portfolio manager has full decision-making authority over the transactions and no communication has taken place on the part of the employee with the portfolio manager in connection with the transactions,
b) personal transactions in shares in investment funds that comply with the requirements of Act No. 16/2021 on investment funds, provided that the individual concerned does not participate in the management of the relevant fund.
(6) These rules also apply to employees' own foreign exchange transactions, if the employees concerned are involved in foreign exchange transactions in the course of their work for the company or have access to confidential information about such transactions. For the purposes of these rules, the term 'financial instruments' shall also include the foreign exchange transactions of the aforementioned employees.
(7) The rules do not provide an exhaustive treatment of the subject matter they address. In other respects, the relevant regulations concerning investor protection and securities transactions, as they may be amended from time to time, shall apply.
Definitions
In these rules, 'means':
(1) An employee of the company:
a) a director, manager, partner or equivalent,
b) an employee of the company, or any person acting under the company's management or on its behalf, who is involved in providing the company's services in the field of securities trading,
(2) A person connected to an employee of the company by family ties:
a) spouse, spouse in a registered partnership or cohabiting partner of an employee of the company,
b) a child, adopted child or stepchild of an employee of the company who is dependent on them,
c) other relatives of an employee of the company who have lived in the same household as him for at least one year prior to the date on which the relevant transaction takes place.
(3) Personal transactions: Transactions in financial instruments carried out by or on behalf of an employee of the company when at least one of the following conditions is met:
a) the transaction falls outside the scope of the relevant company employee's authority;
b) the transaction is carried out for the account of any of the following persons:
to an employee of the company;
ii. a person related to an employee of the company by family ties or a person who is closely associated with an employee of the company;
iii. a party who is in such a relationship with an employee of the company that the latter has direct or indirect interests to be advanced by the outcome of the transaction, excluding any fee or commission for executing the transaction.
For the avoidance of doubt, the definition of terms in these rules shall be as set out in the Markets in Financial Instruments Act 2021 (No. 115/2021).
The Company's Own Business
(1) The company shall not carry on its own business.
(2) When advising on transactions in financial instruments, the client must be informed if the firm has any particular interests to protect, provided that information about this is available to the employee. However, it is not necessary to inform the client of such interests if they are of negligible financial significance to the firm.
Transactions of employees and parties associated with employees
(1) Integrity of transactions. Employees of the company shall at all times exercise the utmost care in transactions in financial instruments for their own account. Personal transactions by employees must in no way conflict with the interests of clients, and employees must avoid conducting transactions in such a way as to jeopardise the firm's credibility. Employees are prohibited from participating in, facilitating or encouraging trading in securities for the purpose of misrepresenting the volume of trading in particular securities, or having an undue or improper influence on price formation in securities trading. Furthermore, they are prohibited from trading for their own account by taking advantage for their own benefit of trading terms that the firm may enjoy with a third party.
(2) Intermediary role of the company. Transactions by employees shall be conducted through the company's intermediation, where it is part of the company's business to carry out such transactions. If the company does not offer the service requested by an employee, the transaction process as described herein shall nevertheless be followed, where applicable.
(3) Compliance Officer's Approval. Employees of the Company shall notify the Compliance Officer in writing of their proposed transactions in financial instruments, and the Compliance Officer shall make a determination on the transaction before it is carried out. If the transaction is not to be executed on the same day, the employee shall consult the Compliance Officer again. The Compliance Officer may delegate the receipt and processing of employees' requests for proposed transactions to another member of staff, on their behalf and at their own risk.
Trading by employees in financial instruments shall in no way be given priority over other transactions, but shall be executed in the order of requests received, even if the supervisor's permission for the transaction is granted.
The Compliance Officer has the authority to reverse transactions made by staff if they believe the transactions should not have taken place.
Although the compliance officer must approve transactions before they are carried out, the employee's transaction is entirely the responsibility of the individual employee.
(4) Recording of transactions. Transactions of the company's employees shall be recorded separately by the regulator, whether or not the transactions are conducted through the company.
(5) Minimum holding period. Employees must hold financial instruments they purchase for a minimum of 3 months. However, employees may sell financial instruments before this period if their market price falls below the initial purchase price. This minimum holding period does not apply to financial instruments (including derivatives) that are traded on a regulated market or a multilateral trading facility (MTF) abroad, and which have high turnover by the standards of that market. Highly traded securities include, for example, securities that form the main stock indices, such as the S&P 500 or the FTSE 100.
The minimum holding period of paragraph 1 does not apply to bonds that employees receive as payment for the sale of their financial assets and financial instruments that employees acquired before the rules came into force for them.
The regulator is authorised to grant further exemptions from the minimum holding period due to special circumstances, e.g. due to changes in an employee's circumstances after the securities were purchased, such as illness, an accident or death in his or her family, or his or her divorce, or if he or she has acquired them unexpectedly in a manner other than by purchase, such as by inheritance or gift.
(6) Participation in auctions. Employees are prohibited from participating in offerings of financial instruments issued by the company or in offerings managed by the company for other issuers, unless the offerings solicit offers for a fixed price rather than for the price of individual securities, price or interest rate and that they are not for the first-come, first-served basis. In such offerings, employee bids must be submitted at the opening of the first day of the offering. However, the regulator shall be permitted to further limit or even prohibit employee participation in such offers altogether. The offer document shall state whether employees are permitted to participate in the offers and on what terms.
(7) Advice and analysis. Employees who in their work are professional advisers or fiduciaries of an issuer of financial instruments, or who work in departments that provide such advice, are prohibited from trading in the financial instruments of the relevant issuer from the commencement of their employment and for the following three months after their employment with the relevant party ends, unless their work concludes with the public disclosure of information, such as a prospectus or listing statement, or a notification to Kauphöll Íslands hf. Such advisers are considered insiders of the issuer of the financial instruments if they have temporary or regular access to inside information and are subject to the rules that apply to them.
Employees are prohibited from using the company's internal analysis to gain a personal advantage in trading if the results of the analysis are not available to traders. The results of analyses are considered to be available to traders when they have been published on the company's website, sent electronically to those who have requested them, or issued and made available at the place of business.
(8) Employee Privileges. Employees of the company do not receive special terms from the company in transactions involving financial instruments.
(9) Investment companies. Employees are prohibited from participating in investment pools or other similar associations whose purpose is for participants to jointly purchase financial instruments. This provision, however, does not apply to holding companies pursuant to Article 2 of these rules, but the establishment of such companies or the acquisition of shares in them shall, however, comply with the general rules on staff transactions, including the rules on transactions in financial instruments that have not been admitted to trading on a regulated market or a multilateral trading facility.
(10) Disclosure of securities holdings and financial position. Employees shall disclose to the Compliance Officer all their securities holdings when they commence employment with the company. Furthermore, the Compliance Officer shall receive information on securities holdings when these rules come into effect. Employees must also disclose their bank and details of their major liabilities. Employees must notify the Compliance Officer of any financial hardship that arises. Indicators of financial hardship include, but are not limited to, a significant inability to pay outstanding bills and/or the commencement of serious collection action against the individual.
DEALINGS BY DIRECTORS AND MATERIALITY SHAREHOLDERS
Members of the board (both main and alternate board members) and parties with a significant stake in the company shall conduct their business in such a way as not to arouse suspicion, or to be likely to bring discredit upon their own credibility and reputation or that of the company. Requests from these individuals for the company to carry out the purchase or sale of securities on their behalf shall be handled in the same manner as requests from other clients and shall not be given any priority. The transactions shall be recorded separately and monitored in the same way as transactions carried out by employees. The same applies to the company's auditors and, where applicable, permanent advisers. The same rules apply, where relevant, to persons associated with members of the board of directors and owners of a significant stake.
Where the company conducts transactions in financial instruments for directors, significant shareholders and their spouses, the transactions shall be subject to the supervision of the company's board, which shall receive systematic information about them.
Regulator – Monitoring the implementation of the regulations
- Status and role.
A dedicated Compliance Officer shall be appointed within the company to monitor compliance with the provisions of the rules, take the lead on their interpretation, and make decisions in accordance with them. Furthermore, the Compliance Officer shall be responsible for internal training and education regarding the rules. The Compliance Officer shall be independent in their duties, and their appointment shall be confirmed by the company's board of directors. The Compliance Officer's securities transactions shall be subject to the supervision of the company's Chief Executive Officer. Where the managing director also holds the position of compliance officer, the chairman of the board shall act as compliance officer in relation to the managing director. The same rules shall apply in all respects to such transactions as they do to transactions by employees and their execution.
- Scope of work.
The Compliance Officer shall have access to all information relevant to their duties, and all employees of the company are obliged to provide them with any information they request as soon as is reasonably practicable. Employees who become aware that the rules are being breached are obliged to inform the Compliance Officer immediately.
Duty to report. The Compliance Officer shall report breaches to the board or the managing director, as appropriate. The board shall send information about breaches to the Financial Supervisory Authority.
The Compliance Officer shall approve staff transactions before they are made and ensure that all conditions of the rules are met. If a transaction has taken place, a monthly transaction summary must be prepared, which shall include information on the purchase and sale of securities, such as the purchase price or sale price, when the transaction took place, who executed the transaction and who the counterparty is.
The Compliance Officer shall, in their supervision of employees' transactions, pay particular attention to transactions in financial instruments in which the company itself or related parties have an interest.
A regulator may prohibit employees from trading in certain financial instruments, without explanation or time limits. The regulator is also permitted to temporarily ban transactions related to internal analysis of the firm that is not available to other traders.
The Compliance Officer shall keep a detailed record of their activities. This record must include all authorisations granted, as well as any refusals, for employees to trade in financial instruments.
The rules officer grants exemptions which are permitted by the rules and keeps a record of them.
The Compliance Officer shall keep a record of complaints from clients concerning alleged breaches of the rules and direct them to the appropriate channel.
DEALINGS OF EMPLOYEES WITH AREV
The dealings of employees with Arev, including key personnel, shall be subject to the same rules as
transactions with Arev's general business clients in comparable transactions. The Compliance Officer shall also monitor such transactions and is authorised to refer such business matters to the Arev board if he deems it necessary.
Penalties etc.
Breach of these rules may be subject to an administrative fine or a criminal penalty, as provided for in Law No. 115/2021 on financial instrument markets. Furthermore, breaches of these rules may result in a reprimand or dismissal. Transactions that breach these rules shall be reversed where possible.
Take effect
These rules shall come into force upon approval by the association's board. At the same time, the association's previous rules on the same subject shall cease to have effect from the year 2025.
Approved by the Board of Directors of Arev Securities hf. on 27 March 2026.