EX-19.1 4 d924089dex191.htm EX-19.1
1
EXHIBIT 19.1
INSIDER TRADING POLICY
AND
INSIDER TRADING PROCEDURES
2
INSIDER TRADING POLICY
Responsible Unit:
Corporate Legal Division
Data Classification Level:
4 - Public
Adoption Date:
December 19, 2024
3
INSIDER TRADING POLICY
I.
POLICY PURPOSE
This Insider Trading Policy (the
“Policy”) describes the standards of Popular
on trading, and causing the trading
of,
Popular’s
securities,
or
the
securities
of
certain
other
publicly
traded
companies,
while
in
possession
of
Material Nonpublic Information, as defined below.
Federal and
state securities
laws prohibit
“insider trading,” or
the purchase,
sale or transfer
of a
security on
the
basis of
“inside” or
Material Nonpublic Information
about an
issuer. They also prohibit
“tipping,” or the
disclosure
of Material
Nonpublic Information
about an
issuer to
others who
use such
information
to trade
in the
issuer’s
securities.
Although
“insider
trading”
and
“tipping”
are
separate
and
distinct
concepts,
both
are
generally
addressed by the laws and regulations that prohibit insider trading and will therefore be collectively addressed
in
this document.
The United States Securities and Exchange Commission (“SEC”), together with state securities agencies and law
enforcement authorities, vigorously pursue and severely punish those who engage in insider trading. As noted by
the SEC in its website, because insider trading undermines investor confidence in the fairness
and integrity of the
securities markets, the detection and prosecution of insider trading continues to be one of the SEC's enforcement
priorities. The SEC has been
aggressive in bringing civil
insider trading cases. The
United States Department of
Justice has also aggressively pursued criminal charges against those involved in insider trading. While
regulatory
authorities
usually
concentrate
on
prosecuting
the
particular
individuals
or
entities
who
trade
on
inside
information,
as
well
as
those
who
tip
inside
information
to
others
that
use
such
information
to
trade,
federal
securities laws
also impose
liability on
issuers and
other “controlling
persons” –
persons with
power to
control
the transaction
upon which the violation
is based – if they fail
to take reasonable steps
to prevent insider trading
by their personnel.
Popular’s reputation for
integrity and ethical conduct cannot
be compromised by the
appearance of impropriety.
To prevent even the appearance
of improper conduct
on the part
of anyone employed
by or affiliated
with Popular,
such
as
Popular’s
directors,
Popular
has
adopted
this
Policy.
To
highlight
the
importance
of
viewing
insider
trading within the
context of corporate
ethics and compliance,
some of the
most important concepts
included in
this
Policy
have
also
been
incorporated
within
Popular’s
Code
of
Ethics
(the
“Code”).
Pursuant
to
company
policy, employees, directors and officers of Popular must, upon
commencing their employment or affiliation with
Popular,
and on
an annual
basis thereafter,
acknowledge
that they
have read,
understood and
will abide
by the
standards included both in the Code and in this Policy.
Under
this
Policy,
Popular
shall
not
buy
or
sell
securities
of
Popular
on
the
basis
of
Material
Nonpublic
Information and shall buy or sell securities of Popular in compliance with
federal or state securities laws.
Through
this Policy,
Popular has
further
sought to
address its
obligation
to prevent
insider trading
by helping
“Popular
Insiders,”
as
the
term
is
defined
below,
raise
their
level
of
awareness
as
to
potential
insider
trading
violations and
the severe
consequences and
penalties associated
with them.
In furtherance
of this
goal, Popular
has
also
established
Insider
Trading
Procedures
(the
“Procedures”)
to
describe,
explain
or
include
specific
examples of the concepts mentioned in this Policy.
Neither this Policy
nor the Procedures
are, however, intended to
replace the responsibility
of every Popular
Insider
to
ensure
that
they
understand
and
comply
with
the
legal
prohibitions
on
insider
trading.
This
Policy
and
the
Procedures are, in
part, intended to
assist Popular Insiders in
understanding and complying with
applicable insider
trading
laws
and
regulations.
Nevertheless,
the
ultimate
responsibility
for
complying
with
this
Policy
and
the
Procedures
and
avoiding
improper
transactions
and
other
violations
of
applicable
insider
trading
laws
and
regulations rests with the individual Popular Insider.
4
II.
DEFINITIONS
Popular
Insiders.
All directors,
officers
and
employees
of Popular,
whether
trading
on their
own behalf
or on
behalf of others, such as when trading for proprietary
or fiduciary accounts of Popular.
In certain circumstances
identified in this Policy, former directors, officers and employees of Popular
will be considered Popular Insiders.
Specifically-Designated Employees.
Certain officers
and employees
of Popular
(such as
members of
Popular’s
Disclosure Committee)
that, given
their access
to financial
and other
sensitive information
about Popular,
have
been (or may be)
specifically designated by Popular
from time to time
as being subject to
additional restrictions
regarding trading
in Popular
securities. The additional
restrictions, set forth
in the Procedures,
include blackout
period
restrictions
and
pre-clearance
requirements
with
respect
to
transactions
involving
Popular
securities,
comparable to those that are applicable to directors and executive officers
of Popular.
Popular. This term includes
Popular, Inc. and all its subsidiaries.
“securities of Popular”
and “Popular securities”.
These terms include
common stock, options
to purchase common
stock,
and
any
other
securities
that
may
be
issued
by
Popular,
including,
but
not
limited
to,
debt
securities,
preferred
stock,
convertible
debentures,
and
warrants,
as
well
as
derivative
securities
that
are
not
issued
by
Popular, such as exchange-traded put or
call options or swaps relating to the securities of Popular.
Material Information. Includes any
information that a reasonable investor would
consider important in making a
decision to buy, hold or sell
securities, or information that, if
disclosed, would be expected to
significantly change
the total
mix of
the information
in the
marketplace.
Any information
that could
be expected
to affect
a public
company’s share
price, whether it is positive
or negative, should be
considered to be Material Information.
If an
individual is unsure whether the information is material, the individual should
assume it is Material Information.
Material
Nonpublic
Information.
Refers
to
information
that
is
both
Material
Information
and
Nonpublic
Information.
Nonpublic
Information.
Refers to
information
that has
not been
disclosed
broadly to
the marketplace
(such
as
through a press release, an
SEC filing, a publicly accessible conference
call, webcast or similar method of
general
dissemination or circulation).
The fact that
information has been
disclosed to a
few members of
the public does
not
make
it
public
for
insider
trading
purposes.
For
information
to
be
considered
public,
it
must
be
widely
disseminated
in
a
manner
that
makes
it
generally
accessible
to
investors.
The
circulation
of
rumors,
even
if
accurate and
reported in
the media,
does not
constitute effective
dissemination.
Even after
such information
is
broadly
disclosed
to the
marketplace,
it is
deemed
nonpublic
until a
reasonable
period
of time
elapses for
the
investing public to
fully absorb it.
If an individual
is unsure about
whether the information
is public, the
individual
should assume it is nonpublic.
For specific
examples of
information
that ordinarily
would be
regarded as
material
to Popular,
or about
when
information is considered “public” for purposes of this Policy,
please refer to the Procedures.
5
III.
CONTENT
A.
LEGAL REFERENCES
The following are some of the most important laws and regulations that address insider
trading:
●
Section 17(a) of the Securities Act of 1933
●
Section 10(b) of the Securities Exchange Act of 1934 and SEC Rules 10b-5 and
10b5-1
●
Section 14(e) of the Securities Exchange Act of 1934 and SEC Rule 14e-3
●
Section 16 of the Securities Exchange Act of 1934 and the SEC Rules issued thereunder
●
Insider Trading Sanctions Act of 1984
●
Insider Trading and Securities Fraud Enforcement
Act of 1988
●
SEC Regulation FD (Fair Disclosure)
B.
POLICY PRINCIPLES
General Prohibitions. No Popular
Insider who is
aware of Material
Nonpublic Information relating to
Popular
may – either
directly or indirectly, such as
through or on
behalf of family
members or other
persons or entities
– (a) buy,
sell or transfer (including donations
and gifts) securities of Popular,
or engage in any other action
to
take
personal
advantage
of that
information,
or
(b)
pass that
information
on to
others
outside
Popular,
including,
but
not
limited
to,
family
members,
clients,
colleagues
and
friends,
whether
through
a
tip,
recommendation or opinion, until the information becomes public or is no longer
material.
In addition, Popular shall not
buy or sell securities
of Popular on the basis
of Material Nonpublic Information
and shall buy or sell securities of Popular in compliance with federal or state securities laws.
Popular Insiders must keep in mind that anyone scrutinizing their transactions will be doing so after the fact,
with the
benefit of
hindsight. Therefore,
as a
practical matter,
before engaging
in any
transaction, Popular
Insiders
should
carefully
consider
how
enforcement
authorities
and
others
might
view
the
transaction
in
hindsight, particularly in the closely scrutinized corporate environment.
Popular
expects
its
directors,
officers
and
employees
to
conduct
their
personal
financial
affairs
in
a
responsible
and
prudent
manner.
Popular’s
directors,
officers
and
employees
must
never
engage
in
investment
practices
that,
by nature
or practice
are, or
appear to
be, inconsistent
with
this Policy,
illegal,
improper, unethical or that present a real or
apparent conflict of interest.
Transactions that
may be necessary
or justifiable
for independent
reasons (such
as the need
to raise money
for a personal
emergency or required expenditure)
are not exempted
from the requirements
of applicable laws
and regulations
and the
requirements of
this Policy
and the
Procedures. Securities
laws and
regulations do
not
recognize
such
mitigating
circumstances
and,
in
any
event,
even
the
appearance
of
an
improper
transaction must be avoided to preserve Popular’s reputation for adhering to the highest standard of conduct.
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Other Issuers’ Stock. During
employment or association with Popular,
a Popular Insider may gain
access to
Material Nonpublic Information in relation to other issuers, including, but not limited
to, customers, partners
and competitors of Popular. Trading or tipping on the securities
of these issuers while aware of
such Material
Nonpublic
Information
may
violate
federal
and
state securities
laws.
In
addition,
inappropriate
trading
or
tipping
by
Popular
Insiders
could
damage
Popular’s
customer
or
partner
relationships.
For
these
reasons,
Popular Insiders are prohibited from buying, selling or transferring (including donations and gifts) or tipping
on other
issuers’ securities
if the
person learns
of Material
Nonpublic Information
relating to
such issuers
through his/her employment or affiliation with Popular,
until the information becomes public or is no longer
material. Additional information on other issuers’ stock trading is available in
the Procedures.
Speculative
Transactions.
No
Popular
Insider
may
engage
in
speculative
transactions
with
securities
of
Popular (for example,
transactions in which
the Popular
Insider is
trying to profit
from short-term movements,
either increases
or decreases,
in the
price
of Popular
securities) or
other
transactions that
could
otherwise
give the appearance of
impropriety. Therefore,
Popular Insiders are prohibited
from engaging in hedging
or
monetization transactions such as zero-cost
collars and forward sale
contracts designed to hedge
or offset any
decrease
in
the
market
value
of
equity
securities
and
allow
the
holder
to
continue
to
own
the
underlying
securities,
but
without
the
full
rewards
and
risks
of
ownership.
Additional
information
and
examples
of
speculative transactions are included in the Procedures.
Authorized Disclosure. Popular
is required under federal
securities laws to avoid
the selective disclosure
of
Material Nonpublic Information. The announcement of
information regarding Popular should be
coordinated
with
Popular’s
Legal
Division,
the
Corporate
Communications
Division
and
the
Corporate
Comptroller
Division and may only be made by persons specifically authorized by Popular to
make such announcements.
Except
for
specifically
authorized
persons,
no
Popular
Insider
who
receives
or
has
access
to
Material
Nonpublic Information
may comment
on such
information or
on any
other that
could be
of significance
to
the investing public, at any time.
Additional information regarding the prohibition on the selective
disclosure
of Material Nonpublic Information is available in the Procedures.
C.
PROCESS
Clearance Procedures.
Because there are
many “gray” areas
in the law
of insider
trading, a Popular
Insider
should not
try to make
close calls about
what is legal
or illegal or
about what is
permitted or not
permitted
under this Policy and the Procedures by himself or herself. Popular
Insiders should always err on the side of
caution; either
refrain from executing
transactions or disclosing
Material Nonpublic
Information altogether
if there is any
question in their mind
about the propriety
of a particular
transaction or disclosure,
or consult
with
Popular’s
Legal
Division
with
respect
to
a
particular
transaction
or
disclosure
prior
to
execution
or
disclosure thereof.
Popular expects its
employees, directors
and officers
to become
familiar with and
abide
by
Popular’s
clearance
procedures,
as
defined
in
the
Procedures.
In
all
cases,
the
responsibility
for
determining
whether
an
individual
is
in
possession
of
Material
Nonpublic
Information
rests
with
that
individual, and any
action on the part of
Popular, Popular’s
Legal Division or any
other employee, attorney
or director
pursuant to
this Policy
(or otherwise)
does not
in any
way insulate
an individual
from liability
under applicable securities laws.
Inadvertent Disclosures. Should a
Popular Insider inadvertently comment
on stock price movement, rumors
or
otherwise
disclose
Material
Nonpublic
Information
to
a
third
party,
he
or
she
should
promptly
notify
Popular through Popular’s Legal Division.
7
D.
SCOPE
This Policy
applies to
all Popular
Insiders. The
Policy also
applies to
a Popular
Insider’s family
members
who reside
with him
or her,
and any
family members
whose transactions
in Popular
securities are
directed
by the Popular Insider or are subject to the Popular Insider’s influence or control (such as parents or children
of
a
Popular
Insider
who
consult
with
him/her
before
trading
in
Popular
securities),
even
if
such
family
members do not live in the Popular Insider’s household. Popular Insiders are responsible for the transactions
of these other
persons and should
therefore make them
aware of
the need
to confer with
them before
executing
any transaction in securities of Popular.
Notwithstanding the
foregoing, if a
Popular Insider certifies
in writing that
(a) the Popular
Insider does not
influence the
investment decisions
of his/her
dependent(s) or
family member(s)
who reside(s)
with him
or
her (other than his/her spouse),
and (b) the dependent(s) or family
member(s) who reside(s) with him
or her
(other than
the Popular
Insider’s spouse)
do(es) not
make decisions,
in whole
or in
part, upon
information
that
the
Popular
Insider
has
provided
or provides,
Popular’s
Legal
Division
may,
in
its sole
and
absolute
discretion, determine that
such dependent(s) or family
member(s) who reside(s)
with him or her
will not be
considered “Popular Insiders” subject to the restrictions set forth in this Policy and the Procedures. For more
information on this certification, please refer to Attachment A to the Procedures.
Application of Policy
after Termination of Employment. If
a Popular Insider’s employment
or affiliation with
Popular terminates at a
time when he
or she has
or thinks he
or she may have
Material Nonpublic Information
about Popular
or its
customers, partners
or competitors,
the prohibition
on trading
on such
information set
forth in this Policy and as contemplated in applicable insider trading laws and regulations will continue until
such information becomes public or is no longer material.
Additional
Restrictions.
IN
ADDITION
TO
THE
RESTRICTIONS
SET
FORTH
IN
THIS
POLICY,
CERTAIN
POPULAR INSIDERS, SUCH AS POPULAR’S DIRECTORS AND
EXECUTIVE OFFICERS,
EMPLOYEES
OF
POPULAR
SECURITIES,
LLC
(“POPULAR
SECURITIES
EMPLOYEES”),
EMPLOYEES OF
POPULAR ASSET
MANAGEMENT
LLC (“PAM
EMPLOYEES”),
AND CERTAIN
SPECIFICALLY
-DESIGNATED
EMPLOYEES,
ARE
SUBJECT
TO
ADDITIONAL
RESTRICTIONS
AND
PROCEDURES,
INCLUDING
CERTAIN
BLACKOUT
PERIODS
AND
PRE-CLEARANCE
REQUIREMENTS WITH
RESPECT TO
TRANSACTIONS INVOLVING
SECURITIES OF POPULAR.
FOR FURTHER
INFORMATION
REGARDING THESE
ADDITIONAL RESTRICTIONS,
OR WHO IS
SUBJECT TO SUCH RESTRICTIONS, PLEASE REFER TO
SECTION IV BELOW.
E.
SANCTIONS
Civil and Criminal Penalties. The consequences of engaging in insider trading violations
or tipping can be
severe. Persons violating insider trading laws and regulations can be subject
to an array of civil and
criminal penalties and regulatory sanctions. Potential repercussions include:
i.
Criminal fines and penalties for individuals, regardless of whether a sizable profit
or any profit at all
was made and possible incarceration;
ii.
Return of profits gained or losses avoided and interest thereon (in unlawful
tipping situations, tippees
may be subject to disgorgement and disgorgement
of both the tipper’s and tippees’ profits may be
obtained from the tipper);
iii.
Civil penalties (additional civil penalties may be applicable against registered
securities professionals
if such professionals willfully aid and abet securities law violations);
8
iv.
Injunctions against future violations or cease and desist proceedings;
v.
Temporary or permanent
bars from serving as a director or officer of a publicly traded company;
vi.
Bars or suspensions from practicing before the SEC for certain professionals; and
vii.
Civil liability in private lawsuits.
Popular
may
also
be
required
to
pay
major
civil
or
criminal
penalties,
because
employers
and
other
controlling
persons
(including
supervisory
personnel)
who
are
deemed
to
have
recklessly
failed
to
take
preventive steps to control insider trading may,
among other things, face civil and/or criminal penalties.
Thus,
it is
important
to both
the Popular
Insider
and
Popular that
insider
trading violations
do
not occur.
Popular Insiders should be aware that stock market surveillance techniques are becoming more sophisticated
all the time, and the chance that authorities will detect and prosecute small-level trading
is significant.
Discipline.
Ultimately,
the
responsibility
for
adhering
to
this
Policy
and
the
Procedures,
and
any
related
procedures or guidelines,
will rest with each
individual Popular Insider.
Therefore, violations of
this Policy
or any federal or state insider trading law or regulation by any Popular Insider may,
in the case of a director,
subject the director to dismissal proceedings and, in the case of an officer or employee, subject the officer or
employee to disciplinary action by Popular,
up to and including termination for cause.
F.
NON-COMPLIANCE NOTIFICATIONS
Any
Popular
Insider
who
violates
this
Policy
or
any
federal
or
state
insider
trading
law
or
regulation,
or
knows of any such violation by any other Popular Insider, must report the situation
immediately to Popular’s
Ethics
Officer.
He
or
she
may
also
report
such
violation
anonymously
through
EthicsPoint
at
www.popular.com/ethicspoint
-en (English), www.popular.com/ethicspoint
(Spanish), or by
calling toll free
1-866-737-6813 from Puerto Rico, the United
States or the U.S. Virgin Islands; 1-833-416-6777 from Puerto
Rico; 1-833-439-1392 from
the British
Virgin Islands; 01-800-519-0915 from Colombia
and 0-800-032-0114
from
Costa
Rica
.
Upon
determining
that
any
such
violation
has
occurred,
Popular’s
Ethics
Officer,
in
consultation with Popular’s Chief Legal Officer, will determine whether Popular should release any material
nonpublic information
and, when
required by
applicable law,
shall cause
Popular to
report the
violation to
the SEC or other appropriate governmental authority.
IV.
DELEGATION OF AUTHORITY/RESPONSIBILITIES
Popular Insiders. All Popular Insiders are responsible for complying
with this Policy and the
Procedures at all times.
Directors and Executive
Officers. In addition
to complying with
this Policy
and the Procedures,
Directors
and
Executive
Officers
of
Popular
are
subject
to
additional
restrictions
and
procedures,
including
requirements
regarding
the
filing
of
public
reports
of
beneficial ownership
and
changes
in
beneficial
ownership with
the SEC,
short swing
profit provisions
and certain
blackout periods
and pre-clearance
procedures. These restrictions
and procedures are
set forth in Popular’s
Director and Executive
Officer
Guide
to
Complying
with
Certain
Provisions
of
the
U.S.
Federal
Securities
Laws.
Directors
and
executive officers
of Popular
should refer
to the
Guide to
ensure their
understanding of
the additional
requirements and procedures they are subject to.
9
Popular Securities
Employees.
In addition
to complying
with this
Policy and
the Procedures,
Popular
Securities Employees are also subject
to the stock trading
restrictions and procedures set
forth in Popular
Securities’ Compliance Manual.
Popular Securities Employees
should refer to
the Compliance Manual
to review and ensure their understanding of the additional requirements and procedures they are subject
to.
PAM
Employees. In
addition to
complying with
this Policy
and the
Procedures, PAM
Employees are
also subject to
the stock trading restrictions
and procedures set forth
in the Code
of Ethics for the
Popular
Family
of
Funds.
PAM
Employees
should
refer
to
the
Code
of
Ethics
to
review
and
ensure
their
understanding of the additional requirements and procedures they are
subject to.
Specifically-Designated
Employees.
In
addition
to
complying
with
this
Policy
and
the
Procedures,
Specifically-Designated
Employees
are
subject
to
certain
black-out
periods
and
pre-clearance
procedures that are particularly
covered in the Procedures. The
additional restrictions and requirements
applicable to Specifically-Designated Employees are set forth in Attachment
C to the Procedures.
Popular Legal
Division. As
per the
Procedures, the
Popular Legal
Division is
responsible for
clearing
those transactions
and/or disclosures as
to which they
are consulted by
Popular Insiders. They
are also
responsible for pre-clearing
all transactions in Popular
securities conducted by Specifically-Designated
Employees.
Popular’s
Chief Legal
Officer.
As per
the Procedures,
the Chief
Legal Officer
is responsible
for
pre-
clearing all transactions
in Popular securities
conducted by Popular
directors and executive
officers, as
well as Pre-Arranged Trading Program participation requests submitted pursuant to Attachment B
of the
Procedures.
Popular’s
Ethics
Officer.
The
Popular
Ethics
Officer
is
responsible
for
handling
non-compliance
notifications and consulting with the
Chief Legal Officer –
as appropriate – on
the merits of
such notices.
10
INSIDER TRADING PROCEDURES
Responsible Unit: Legal Division
Data Classification Level: 3 – Internal Use
Latest Revision Date: December 2024
Next Revision Date: December 2025
11
INTRODUCTION
Popular, Inc.
has adopted an
Insider Trading
Policy (the “Policy”)
to create awareness
among Popular
Insiders as to
both the most important insider trading concepts and the
severe consequences and penalties associated with violations
of the insider trading laws.
In adopting the Policy,
Popular also intended to prevent
even the appearance of improper
conduct on the part of its employees, directors and officers.
The Policy contains high-level principles that establish Popular’s
position with respect to insider trading and
tipping.
The Policy further directs Popular Insiders to refer to these Insider
Trading Procedures (the “Procedures”) for
further
guidance
on
certain
subjects.
In
accordance
with
such
mandate,
these
Procedures
more
specifically
address
the
following topics:
●
Types of information
that may be considered
material.
●
When information is considered
public.
●
Types of transactions that are considered
speculative
, or are
otherwise prohibited because they
may give
the appearance of impropriety.
●
Exceptions
to the restrictions on transactions involving securities of Popular.
●
The
clearance procedures
that must be followed to address questions or concerns about the possession
of material nonpublic information.
●
The handling of
inquiries
from analysts, investors, the press, etc.
●
Additional restrictions
, including
black-out periods and
pre-clearance requirements
, applicable to
directors
and
executive
officers,
employees
of
Popular
Securities
(“Popular
Securities
Employees”),
employees
of
Popular
Asset
Management,
LLC
(“PAM”)
(“PAM
Employees”)
and
Specifically-
Designated Employees.
Although these Procedures seek to provide further guidance to those subject
to the Policy, neither the Policy nor these
Procedures are intended to replace the responsibility of every director, officer,
employee or any other Popular Insider
to ensure that they understand
and comply with insider trading
laws and regulations. Any action
by Popular, Popular’s
Legal Division
or any
other employee,
executive officer,
attorney and/or
director of
Popular pursuant
to the
Policy
and
these
Procedures
(or
otherwise)
does
not
in
any
way
insulate
an
individual
from
liability
under
applicable
securities
laws.
Each
individual
Popular
Insider
is ultimately
responsible
for
complying
with
the
Policy
and
these
Procedures and avoiding improper transactions and other
violations of applicable insider trading laws
and regulations.
Capitalized terms not
otherwise defined in
these Procedures shall
have the meaning
assigned to
such term in
the Policy.
WHAT INFORMATION
IS CONSIDERED MATERIAL
The Policy
defines Material
Information as
any information
that a
reasonable investor
would consider
important in
making a decision
to buy,
hold or sell
securities, or information
that, if disclosed
would be expected
to significantly
change
the total
mix of
information
in the
marketplace.
Any information
that could
be expected
to affect
a public
company’s
share price,
whether it
is positive
or negative,
should
be considered
material. It
further
directs Popular
Insiders to refer to
these Procedures for specific examples
of information that ordinarily
would be regarded as
material
to Popular.
Pursuant to this mandate, the following is a list of some of the most prevalent examples
of Material Information:
12
●
Projections of Popular’s future earnings or losses, or other earnings
guidance;
●
Earnings that are inconsistent with Popular’s prior performance
or the consensus expectations of the
investment community;
●
Potentially significant problems in Popular’s loan portfolio, including
non-accrual or foreclosure situations;
●
Potential liquidity problems and/or with the availability or lack of availability
of credit;
●
A pending or proposed merger,
acquisition or tender offer;
●
A significant sale of assets or the sale of a significant subsidiary;
●
A change in dividend policy,
the declaration of a stock split, or an offering of additional securities;
●
An actual or threatened significant litigation or government investigation,
or the resolution of such
litigation or government investigation;
●
A significant new product or service;
●
A change in senior management;
●
A significant change in Popular’s strategic plans;
●
Significant regulatory developments or enforcement or other actions by
regulatory bodies involving
Popular;
●
Significant developments regarding customers or suppliers of Popular (such
as the acquisition or loss of a
significant client or contract);
●
A change in Popular’s independent auditors, a notification
from the independent auditor that Popular may
no longer rely on an independent auditor’s report or the determination
by the auditor of the existence of a
material weakness;
●
An imminent change in Popular’s credit rating by a rating
agency;
●
Voluntary
calls of debt or preferred stock of Popular; or
●
Significant cybersecurity incidents.
The above
list is only
illustrative; many
other types
of information
may be
considered “material”
depending on
the
circumstances.
When in
doubt as
to whether
information
in their
possession could
be considered
material, Popular
Insiders should assume the information is material and contact Popular’s
Legal Division.
WHEN IS INFORMATION
CONSIDERED “PUBLIC”
The Policy specifically establishes that
if a Popular Insider becomes
aware of Material Nonpublic Information,
he or
she may not trade
until the information becomes
public; that is, until
such information has been
disclosed broadly to
the
marketplace
(such
as through
a press
release,
an
SEC filing,
a
publicly
accessible
conference
call or
a similar
method of general dissemination
or circulation) and the
investing public has
had time to
fully absorb such
information.
13
It further
directs Popular
Insiders
to refer
to these
Procedures for
additional guidance
on when
information
can be
considered “public.”
To avoid the appearance of impropriety,
as a general rule, information should not be considered fully absorbed by the
marketplace until
after the completion
of the
second business day
after the information
is released. For
example, if
Popular were
to make an
announcement on a
Monday before the
market opens, Popular
Insiders should not
trade in
Popular securities
until Wednesday.
If an
announcement were
made on
a Monday
after the market
opens, however,
Popular Insiders
should not
trade in
Popular securities
until Thursday.
If an
announcement were
made on
a Friday
before the
market opens, Tuesday
generally would
be the first
eligible trading
day,
while if the
announcement were
made on Friday
after the market opens,
Wednesday
would generally be
the first eligible
trading day.
When in doubt
as to whether
information in their
possession is public,
Popular Insiders should
assume the information
is nonpublic
and contact Popular’s Legal Division.
WHO ARE CONSIDERED “POPULAR INSIDERS”
The Policy provides
that the term
“Popular Insider” applies
to all directors,
officers and employees of
Popular, whether
trading
on
their
own
behalf
or
on
behalf
of
others,
such
as
when
trading
for
proprietary
or
fiduciary
accounts
of
Popular.
The Policy
also provides that
it applies to
a Popular
Insider’s family
members who reside
with him or
her,
and any family members whose transactions in securities of Popular are directed by the Popular Insider or are subject
to the Popular Insider’s influence or
control (such as parents or
children of a Popular Insider
who consult with him/her
before trading in securities of Popular), even if such family members do not
live in the Popular Insider’s household.
Notwithstanding the
foregoing, the
Policy provides
that if
a Popular
Insider certifies
in writing
that (a)
the Popular
Insider does
not influence
the investment
decisions of
his/her dependent(s)
or family
member(s) who
reside(s) with
him or
her (other
than his/her
spouse), and
(b) the dependent(s)
or family
member(s) who
reside(s) with
him or her
(other than
the Popular
Insider’s spouse)
do(es) not
make decisions,
in whole
or in
part, upon
information that
the
Popular Insider has provided or provides, Popular’s Legal Division may, in its sole and absolute discretion, determine
that such
dependent(s)
or family
member(s)
who reside(s)
with him
or her
will not
be considered
Popular Insiders
subject to the restrictions set forth in the Policy and these Procedures. Such request and certification shall be made by
the
Popular
Insider
using
the
form
included
as
Attachment
A
to
these
Procedures.
If
at
any
time
the
facts
and
circumstances
presented
in
the
request
and
certification
change,
the
Popular
Insider
must
notify
Popular’s
Legal
Division and presume
that his/her dependent(s)
or family member(s)
who reside(s) with
him or her is(are)
a Popular
Insider subject to the restrictions set forth in the Policy and these Procedures.
SPECULATIVE TRANSACTIONS
The Policy specifically
provides that no
Popular Insider may
engage in speculative
transactions in securities
of Popular
(for example, transactions in which the Popular Insider is
trying to profit from short-term movements, either increases
or decreases,
in the
price of
securities of
Popular) and
other transactions
that may
otherwise give
the appearance
of
impropriety.
Pursuant to
the Policy,
the following
is a
list of
the most
prevalent transactions
that Popular
considers
speculative or that are otherwise prohibited because they may create
the appearance of impropriety:
(a)
Short Sales:
Short sales
of securities
of Popular,
that is,
sales of
securities of
Popular which
are not
then
owned, including a
“sale against the
box” (a sale
with delayed delivery),
are transactions whereby
a person
will benefit from a decline in the price of the securities of Popular. These transactions generally signal to the
market that
the seller has
no confidence
in Popular or
its short-term
prospects. In addition,
short sales may
reduce the seller’s incentive to improve Popular’s
performance. For these reasons, Popular Insiders may
not
engage in short sales of securities of Popular.
(b)
Options and derivative securities:
A transaction in options
is, in effect, a
bet on the short-term
movement
of
securities
of
Popular
and
therefore
creates
the
appearance
that
the
Popular
Insider
is
trading
based
on
inside information.
Transactions in
options may
also focus
the transacting
person’s
attention on
short-term
performance at
the expense
of Popular’s
long-term prospects.
For these
reasons, Popular
Insiders may
not
14
engage in transactions
in options
and other derivative
securities based on
securities of Popular
on an exchange
or in any other organized market.
(c)
Certain
hedging
transactions:
Certain
forms
of
hedging
or
monetization
transactions,
such
as
zero-cost
collars
and
forward
sale
contracts,
allow
a
stockholder
to
lock
in
much
of
the
value
of
his
or
her
stock
holdings,
often
in
exchange
for
all
or
part
of
the
potential
for
upside
appreciation
in
the
stock.
These
transactions allow
the holder to
continue to own
the underlying securities,
but without the
full rewards
and
risks of ownership. When that occurs,
the owner may no longer have
the same objectives as Popular’s other
shareholders.
For
this
reason,
Popular
Insiders
may
not
engage
in
any
such
hedging
or
monetization
transactions involving securities of Popular.
Please
be
advised
that
any
other
type
of
speculative
transaction
in
securities
of
Popular
by
a
Popular
Insider
is
prohibited under the Policy and these Procedures. If uncertain as to whether a
particular transaction is speculative for
purposes of the
Policy and these
Procedures, Popular Insiders should
assume it is
speculative and contact the
Popular’s
Legal Division for guidance.
Exceptions
The prohibition on trading
in securities of Popular
set forth in both
the Policy and these Procedures
is not applicable
to the following transactions:
(a)
The
exercise
of
stock
options
under
Popular’s
2004
Omnibus
Incentive
Plan
,
the
Popular,
Inc.
2020
Omnibus Incentive Plan
or any other plan
adopted by Popular or
that may be adopted
by Popular in the
future
that provides for the issuance
of stock options, since Popular
is the other party to
the transaction and the price
does not vary with
the market but is
fixed by the terms
of the option agreement.
Such prohibition is, however,
applicable
to
the
Popular
Insider’s
transfer
to
a
third
party
or
sale
of
any
such
shares
acquired
upon
the
exercise of stock options;
(b)
The grant by
Popular of
restricted stock
or restricted stock
units under
Popular’s
2004 Omnibus Incentive
Plan, the
Popular,
Inc. 2020
Omnibus Incentive
Plan
or any
other plan
adopted by
Popular or
that may be
adopted by Popular in the future that provides for the issuance of restricted stock to certain of its executives,
officers and other
key employees. Such prohibition
is, however,
applicable to the
Popular Insider’s transfer
to a
third
party or
sale of
any such
shares (unless
it involves
a sale
of a
portion
of the
restricted stock
or
restricted stock unit award and such sale had been
previously approved by the Popular Insider
at the time of
the award in order
to obtain required funds to
pay any withholding tax
requirement, and at the time
the sale
was
approved
by
the
Popular
Insider
he
or
she
was
not
aware
of
any
Material
Nonpublic
Information
regarding Popular);
(c)
The
periodic contributions
made by Popular or its employees to purchase shares of Popular
common stock
under the
Popular,
Inc. Puerto
Rico Savings
and Investment
Plan, Popular,
Inc. USA
401(K) Savings
and
Investment
Plan,
Popular,
Inc.
Puerto
Rico
Nonqualified
Deferred
Compensation
Plan,
Popular
North
America Deferral Plan and any
other retirement, savings or other
comparable plan adopted by Popular
or that
may be adopted by
Popular in the
future, pursuant to the
terms and conditions
of such plans
or the employees’
advance
instructions.
Such
prohibition
is,
however,
applicable
to
the
Popular
Insider’s
initial
election
to
participate
and
purchase
shares under
the
plan,
any
changes in
the
instructions
regarding
the
purchase
of
shares of Popular common
stock pursuant to such plans and
to the Popular Insider’s
transfer to a third party
or any sale of shares of Popular common stock held under such plans; and
(d)
The
purchase
of shares of
Popular
common stock
pursuant to Popular’s
Dividend Reinvestment and
Stock
Purchase
Plan
resulting from
(i) a
Popular Insider’s
reinvestment of
dividends paid
on Popular’s
common
stock
under
the
plan,
or
(ii)
additional
periodic
contributions
made
by
the
Popular
Insider
to
purchase
additional shares under the plan. Such prohibition is, however, applicable to the Popular Insider’s election to
participate in
the plan, any
changes in the
instructions regarding
the periodic purchase
of shares of
Popular
15
common
stock pursuant
to such
plans and
to
the Popular
Insider’s
transfer
to
a third
party
or sale
of any
shares of Popular common stock purchased under the plan.
(e)
Prearranged
trading
programs.
Notwithstanding
the
prohibition
set
forth
in
these
Procedures
against
insider trading, SEC
Rule 10b5-1 and
these Procedures permit
Popular Insiders to
enter into transactions in
Popular securities regardless
of their awareness
of inside information
if (i) the transaction
is made pursuant
to a
pre-arranged trading plan
that was
entered into when
the Popular
Insider was
not in
possession of
Material
Nonpublic
Information
relating
to
Popular
(the
“Prearranged
Trading
Program”)
and
(ii)
the
Prearranged
Trading Program meets each of the conditions
set forth below:
1.
The
Prearranged
Trading
Program
must
be
in
writing,
substantially
in
the
form
included
in
Attachment B to these Procedures, or in a form approved by the Chief Legal Officer, adopted when
the Popular Insider was not
aware of Material Nonpublic Information,
and entered into in
good faith
and not as part of a plan or scheme to evade prohibitions of SEC Rule 10b-5.
2.
Subject to
certain limited
exceptions set
forth in
SEC Rule
10b5-1, the
Insider may
not have
any
other
outstanding
or
overlapping
contract,
instruction
or
plan
under
Rule
10b5-1(c)
to
trade
in
Popular
securities,
and
may
not
enter
into
any
such
other
overlapping
arrangement
to
trade
in
Popular securities.
3.
The Prearranged
Trading
Program is
the Popular
Insider’s only
“single-trade” trading
plan within
any 12-month
period. A “single-trade”
plan is one
designed to effect
the open-market
purchase or
sale of the total amount of securities to be purchased or sold in a single transaction.
4.
The Prearranged
Trading Program
includes a written
certification by
the Insider indicating
that he
or she (x)
is not aware
of Material Nonpublic
Information about
the issuer or
its securities and
(y)
is adopting
or modifying
the plan
in good
faith and
not
as part
of a
plan or
scheme to
evade the
prohibitions of SEC Rule 10b-5.
5.
The Prearranged Trading Program:
(x) specifies the amount of securities
to be purchased or sold and
the price at which and date
on which the securities were to be purchased or sold; or
(y) Includes a
written formula or algorithm,
or computer program,
for determining the
amount
of securities to be
purchased or sold and the price
at which and the date
on which the securities were
to be purchased or sold; or
(z)
Does
not
permit
the
person
to
exercise
any
subsequent
influence
over
how,
when,
or
whether to effect purchase or sales; provided, in
addition, that any other person
who, pursuant to the
Prearranged Trading Program, did exercise such influence
must not be aware
of Material Nonpublic
Information.
6.
The Prearranged Trading Program does not permit
the Popular Insider, after the plan’s
adoption, to
alter or deviate from the
plan to purchase or sell
securities (whether by changing
the amount, price
or timing
of the
purchase or
sale) without
formally amending
the plan,
or to
enter into
or alter
a
corresponding or hedging transaction or position with respect to those securities.
7.
The first trade under the adopted or modified Prearranged Trading Program does not occur until the
applicable
cooling-off
period
has
expired.
For
directors
and
Section
16
officers,
the
cooling-off
period
is
the
later
of
(i)
90
days
after
the
adoption
or
modification
of
the
Prearranged
Trading
Program or (ii) two business days following the filing of the Form 10-Q or Form 10-K for the
fiscal
16
quarter
in
which
the
Prearranged
Trading
Program
was
adopted
or
modified.
In
any
event,
the
required cooling-off period applicable to directors and Section 16 officers is not to exceed 120 days
following
adoption
or modification
of
the
Prearranged
Trading
Program.
For
Insiders
other
than
directors or
Section 16
officers, the
applicable cooling
-off period
is 30
days after
the adoption
or
modification of the Prearranged Trading
Program.
The Popular Insider must act in good
faith with respect to the
Prearranged Trading Program through the term
of the Plan.
A Popular Insider who wishes to enter into, amend or terminate a Prearranged Trading Program must submit
the trading plan
to Popular’s Chief
Legal Officer
for approval prior
to adoption, amendment
or termination
of the trading plan. Such request for approval,
amendment or termination of a trading plan shall be made by
the
Popular
Insider
using
the form
included
in
Attachment
B-1
to
these
Procedures.
The
approval
of
the
entering
into,
amendment
or
termination
is
subject
to
the
sole
and
absolute
discretion
of
Popular’s
Chief
Legal Officer.
The entering into, amendment or termination of a Prearranged Trading
Program by a director
or Section 16 officer, as well as
trades made pursuant to such program,
are subject to disclosure requirements
under SEC rules.
Prearranged Trading
Programs may
not be
adopted, amended
or terminated
when the
Popular Insider
is in
possession of Material
Nonpublic Information
about Popular.
A Popular
Insider may only
adopt, amend
or
terminate his or her trading plan during periods when trading in securities of Popular is permitted to Popular
Insiders in accordance with the Policy and these Procedures and any other applicable requirement applicable
to directors,
executive officers,
employees of
Popular Securities,
PAM
Employees
and other
Specifically-
Designated Employees.
CLEARANCE PROCEDURES AND CONTACTS
The
Policy
specifically
directs
Popular
Insiders
to
review
these
Procedures
for
additional
guidance
on
Popular’s
approved clearance procedures.
Popular Insiders are
not all subject to
a general pre-clearance
requirement for trades
in
securities
of
Popular.
Nonetheless,
Popular
directors,
executive
officers
and
other
Specifically-Designated
Employees are subject to black-out periods and pre-clearance procedures
that are referenced or discussed below.
In
accordance
therewith,
and
to
prevent
insider
trading
by
Popular
Insiders,
Popular
has
adopted
the
following
procedures:
Trading
If
uncertain
whether
the
information
they
possess
is
Material
Nonpublic
Information,
or
whether
a
proposed
transaction
constitutes
trading
upon
Material
Nonpublic
Information,
Popular
Insiders
should
not
engage
in
such
transaction (including transactions in securities of Popular (or those of another company which is a customer,
partner
or
competitor
of
Popular))
without
first
contacting
Popular’s
Legal
Division
(if
the
Popular
Insider
is
a
Popular
employee),
or Popular’s
Chief Legal
Officer
or his
designated
person
(if the
Popular Insider
is a
Popular
director,
executive officer or member of Popular’s
Disclosure Committee).
Tipping
To reduce the probability
that Popular Insiders tip inside information, Popular has adopted the following procedures:
●
Popular Insiders should
not discuss or distribute
Material Nonpublic Information
regarding Popular (or
any
other company that is a customer, partner or competitor of Popular) with or to (1) any person inside Popular,
except on a “need to know” basis, or (2) any person outside Popular,
unless (a) specifically authorized to do
so by Popular’s Legal Division or (b) the disclosure is made
to a Popular service provider that has agreed or
is otherwise
required
to maintain
such information
confidential. This
prohibition
includes any
discussion,
distribution
or posting
of Material
Nonpublic
Information
in any
Popular “intranet”
or other
electronic or
other type of employee forum.
17
●
Popular Insiders
should not
discuss confidential
information
or Material
Nonpublic Information
regarding
Popular (or any other company that is a customer, partner or competitor of Popular) within the hearing range
of
outsiders,
including
friends
and
relatives.
It
is
particularly
important
to
exercise
care
and
refrain
from
discussing confidential
information or
Material Nonpublic
Information in
public places,
such as
elevators,
taxis, airplanes, lavatories, restaurants, and other places where the discussions
might be overheard.
●
Popular
Insiders
should
not
discuss
or
disseminate
confidential
information
or
Material
Nonpublic
Information regarding
Popular (or any
other company
that is a
customer,
partner or
competitor of Popular)
in any
internet-based
forum or
in any
social media
outlet (i.e.,
Facebook, X
(formerly known
as Twitter),
Instagram, Snapchat, etc.).
●
Popular Insiders are prohibited
from addressing any inquiries
from securities analysts, companies
in the same
business as Popular, and
members of the
press. All such
inquiries should be
immediately referred to
Popular’s
Corporate Communications Division, which will direct them to the
appropriate officer for handling.
ADDITIONAL RESTRICTIONS
Additional Restrictions Applicable to Directors and Executive Officers.
In addition to the restrictions and procedures set
forth both in the Policy and these
Procedures, directors and executive
officers of Popular are subject to additional restrictions and procedures, including
requirements regarding the filing of
public
reports
of
beneficial
ownership
and
changes
of
beneficial
ownership
with
the
SEC,
short-swing
profit
provisions and certain blackout
periods and pre-clearance procedures.
These restrictions and procedures
are set forth
in Popular’s
Director and Executive Officer Guide to Complying with Certain Laws and
Regulations
. Directors
and executive
officers of
Popular should
refer to
the aforementioned
Guide to
review and
understand the
additional
requirements and procedures that they are subject to. The restrictions on trading contained in the Guide as well as the
Policy and these Procedures will
continue to apply to those
former directors and executive officers
who leave during
a blackout period until the next window period.
Additional Restrictions Applicable to Popular Securities Employees
and PAM
Employees
In
addition to
the restrictions
and
procedures
set forth
both in
the Policy
and
these Procedures,
Popular Securities
Employees
are
also
subject
to
the
stock
trading
restrictions
and
procedures
set
forth
in
Popular
Securities’
Compliance
Manual
.
Popular
Securities
Employees
should
refer
to
the
aforementioned
Compliance
Manual
to
review and understand the additional requirements and procedures that
they are subject to.
In addition to
the restrictions and
procedures set forth
both in the Policy
and these Procedures,
PAM
Employees are
also
subject
to
the
stock
trading
restrictions
and
procedures
set
forth
in
the
Code
of
Ethics
for
Popular
Asset
Management, LLC.
PAM
Employees should
refer to
the aforementioned
Code of
Ethics to
review and
ensure their
understanding of the additional requirements and procedures they are
subject to.
Additional Restrictions Applicable to Specifically-Designated Employees
Given
their
access
to
financial
and
other
sensitive
information
about
Popular,
certain
officers
and
employees
of
Popular such
as the
members of
Popular’s Disclosure
Committee have
been (or
may be)
specifically designated
by
Popular
as
being
subject
to
additional
restrictions
regarding
trading
in
securities
of
Popular.
The
Specifically-
Designated Employees
are subject
to
blackout period
restrictions and
pre-clearance
requirements with
respect to
transactions involving securities of Popular comparable to those that are applicable to directors and executive officers
of Popular. The additional restrictions and
requirements applicable to Specifically-Designated Employees are
set forth
in Attachment C to these Procedures.
Popular’s
Chief
Legal
Officer
will
maintain
a
list
of
the
Specifically-Designated
Employees
and
each
such
Specifically-Designated Employee will be notified in writing by Popular’s Chief
Legal Officer or by Popular’s Legal
Division of the
additional restrictions and
procedures that are
then applicable. The Specifically-Designated
Employees
18
will be
designated on
the basis
of an
analysis of
their possible
access to
Material Nonpublic
Information regarding
Popular because of their position and/or because of their responsibilities.
Special Blackout Periods that May Be Applicable to all Popular Insiders
Popular Insiders (other
than directors, executive
officers and other Specifically-Designated
Employees) are not
subject
to the
regular blackout
periods established
on trading
of Popular
securities. In
general terms,
a blackout
period is
a
period during which trading in securities of Popular is prohibited.
Nonetheless,
under
certain
extraordinary
circumstances,
Popular
may
designate
a
special
blackout
period
(for
example, if there
is some extraordinary
material development with
Popular that merits
a suspension of
trading by some
or all Popular Insiders) during which some additional Popular Insiders
or all Popular Insiders will be prohibited from
entering into
transactions involving
securities of
Popular.
If Popular
determines that
it is
necessary to
implement a
special blackout period applicable to some additional Popular Insiders or all Popular Insiders,
it will send one or more
notices
to
the
affected
Popular
Insiders
specifying
the
commencement
date
and
termination
date
of
such
special
blackout period.
Special Trading Restrictions that May Be Applicable
to Securities of Other Issuers
The Policy provides
that trading or
tipping in the
securities of another
issuer while in
possession of Material
Nonpublic
Information about such other issuer, which information was obtained by the Popular Insider in the
course of his or her
employment or
association with
Popular,
is prohibited until
the information
about such other
issuer becomes
public
or is no longer material.
In
addition,
under
certain
circumstances,
Popular
may
establish
additional
restrictions
relating
to
the
trading
of
securities
of
another
issuer
that
could
be
applicable
to
some
Popular
Insiders
or
all
Popular
Insiders.
If
Popular
determines that it is necessary to implement such additional trading
restrictions to some additional Popular Insiders or
all Popular Insiders, it will send one or more notices to the affected Popular Insiders specifying the additional trading
restrictions and the commencement date and termination dates of such
additional trading restrictions.
19
ATTACHMENT
A
REQUEST AND CERTIFICATION
RE: EXCEPTION FOR DEPENDENTS OR FAMILYMEMBER
The undersigned Popular Insider hereby requests that the following
dependent[s] or member[s] of his or her
family
who
reside[s]
with
him
or
her(other
than
the
Popular
Insider’s
spouse,
who
may
not
be
exempted)
(the
“Family Member[s]”) not be considered [a]
Popular Insider[s] for purposes of
Popular’s Insider Trading Policy and
Insider Trading Procedures (collectively,
the “Policy and Procedures”):
_______________________________________
_______________________________________
Name of family member
Relationship to Popular Insider
In
connection
with
such
request,
the
undersigned
Popular
Insider
hereby
certifies
to
Popular
that
(a)
the
Popular Insider[s] do[es] not
influence the investment decisions
of the Family
Member, and (b) the Family
Member
does not
make decisions,
in whole
or in
part, upon
information that
the Popular
Insider[s] has/have
provided or
provide[s].
The
undersigned
Popular
Insider
understands
that,
as is
provided
in
the
Policy,
Popular’s
Legal
Division
may,
in
its
sole
and
absolute
discretion
and
based
on
the
foregoing
certification,
determine
that
the
Family
Member[s] will not be considered a Popular Insider subject to the restrictions set forth
in the Policy.
Sincerely,
By:
_______________________________________
Signature
_______
Request approved
_______
Request denied
_______
Request approved with the following modification:
________________________________
Date:
By:
_______________________________________
Signature
20
ATTACHMENT
B
Rule 10b5-1 [Sales/Purchase] Plan
Rule 10b5-1 [Sales/Purchase] Plan, dated __________, 20___ (the “[Sales/Purchase] Plan”), between [name
of seller/purchaser] (“[Seller/Purchaser]”) and [name of broker]
(“Broker”).
WHEREAS,
[Seller/Purchaser]
desires
to
establish
this [Sales/Purchase]
Plan
to
[sell/purchase]
shares
of
common stock, par value $0.01 per share (the “Stock”), of Popular,
Inc. (the “Issuer”); and
WHEREAS,
[Seller/Purchaser]
desires
to
engage
Broker
to
effect
[sales/purchases]
of
shares
of
Stock
in
accordance with the [Sales/Purchase] Plan;
NOW, THEREFORE,
[Seller/Purchaser] and Broker hereby agree as follows:
1.
Broker shall effect a [sale/purchase] (each a “[Sale/Purchase]”) of _____ shares
of Stock on [each
[day][Monday] on which the Nasdaq
Stock Market (the “Exchange”) is
open and the Stock
trades regular
way on the
Exchange] at [a
price of not
[less/more] than
$_______] [the
then prevailing market
price],
commencing on [insert date that complies with applicable cooling-off period], 20__,
in compliance with
the requirements of Rule
10b5-1(c)(1)(ii)(B) under the Securities
Exchange Act of 1934,
as amended (the
“Exchange Act”) .
2.
This [Sales/Purchase] Plan
shall become effective
the date hereof
and shall terminate
on [the earlier
of the
date] [when
aggregate sales
proceeds of
$_____ have
been received/____
shares of
Stock have
been sold/an aggregate of $___ /___shares of stock have been
purchased] [or date, 20__].
3.
[Seller/Purchaser]
understands that
Broker may
not be
able to
effect
a [Sale/Purchase]
due to
a
market
disruption
or
a
legal,
regulatory
or
contractual
restriction
applicable
to
Broker.
If
any
[Sale/Purchase]
cannot
be
executed
as
required
by
paragraph
1,
due
to
a
market
disruption,
a
legal,
regulatory or contractual
restriction applicable to
Broker, [such Sale/Purchase shall
be cancelled and
shall
not be effected pursuant to this Sales/Purchase Plan] [Broker shall effect such Sale/Purchase as
promptly
as practical
after the
cessation or
termination of
such market
disruption, applicable
restriction or
other
event].
4.
[Seller/Purchaser]
represents
and
warrants
that
[he/she]
(i)
is
not
aware
of
material,
nonpublic
information
with
respect
to
the
Issuer
or
any
securities
of
the
Issuer
(including
the
Stock),
(ii)
is
not
subject to any legal, regulatory
or contractual restriction or undertaking
that would prevent Broker from
conducting
[Sales/Purchase]
in
accordance
with
this
Sales
Plan,
and
(iii)
is
entering
into
this
[Sales/Purchase] Plan in good faith and not as part of a plan or scheme to evade
the prohibitions of Rule
10b5-1.
Seller
shall
immediately
notify
Broker
if
[he/she]
becomes
subject
to
a
legal,
regulatory
or
contractual restriction or undertaking that
would prevent Broker from
making [Sales/Purchases] pursuant
to this [Sales/Purchase] Plan, and, in such
a case, [Seller/Purchaser] and Broker shall cooperate
to amend
or
otherwise
revise
this [Sales/Purchase]
Plan
to
take
account
of such
legal, regulatory
or
contractual
restriction or undertaking (provided that neither party shall be obligated to take any action that would be
inconsistent with the requirements of Rule 10b5-1(c)).
21
5.
It is the intent
of the parties that this
[Sales/Purchase] Plan comply
with the requirements of
Rule
10b5 1(c) under the Exchange Act, and this
[Sales/Purchase] Plan shall be interpreted to comply with
the
requirements of Rule 10b5-1(c).
6.
[Broker agrees to conduct
all Sales in accordance with
the manner of sale
requirement of Rule 144
under the Securities Act of 1933, and in no event shall Broker effect any Sale if such Sale would exceed
the then applicable volume limitation under Rule 144, assuming Broker’s Sales under this Sales Plan are
the only sales subject
to that limitation.
Seller agrees not to take,
and agrees to cause
any person or entity
with which he or she would be required to aggregate sales of Stock pursuant to paragraph (a)(2) or (e) of
Rule 144 not
to take, any
action that would
cause the Sales
not to comply
with Rule 144.
[Broker will
be responsible for completing and
filing on behalf of Seller
the required Form 144s.
Seller understands
and
agrees
that
Broker
shall
make
one
Form
144
filing
at
the
beginning
of
each
three-month
period
commencing [date], 20__.] [Seller will be responsible for making all required
Form 144 filings.]
7.
[Seller/Purchaser]
agrees
to
make
all
filings,
if
any,
required
under
Sections
13
and
16
of
the
Exchange
Act. [Seller/Purchaser]
agrees to
promptly
(but in
any case
within one
business day)
notify
Issuer of all [Sales/Purchases] made under this [Sales/Purchase] Plan.
8.
This [Sales/Purchase] Plan shall be governed
by and construed in accordance with
the laws of the
Commonwealth of Puerto Rico and may be modified or amended only by a writing signed by the parties
hereto, acknowledged by the Issuer.
9.
[Seller/Purchaser] acknowledges that modifications or amendments to
the amount, price or timing
of the [Purchase/Sale]
of shares of
Stock under this
[Sales/Purchase] Plan will
require compliance
with
Popular’s pre-clearance
and other insider
trading procedures and
with the applicable
cooling-off period
set forth in Rule 10b5-1(c)(1)(ii)(B) under the Exchange Act upon such
modification or amendment.
IN WITNESS WHEREOF, the undersigned
have signed this Rule 10b5-1 [Sales/Purchase] Plan as of the date first
written above.
[SELLER/PURCHASER]:
BROKER:
By:
By:
Name:
Name:
Title:
Acknowledged:
POPULAR, INC.
By:
Name:
Title:
22
ATTACHMENT
B-1
REQUEST AND CERTIFICATION
RE: APPROVAL
OF PREARRANGED TRADING PROGRAM
The undersigned Popular
Insider hereby requests
that Popular, Inc.
(“Popular”)’s Chief Legal Officer
approve
the adoption/amendment/termination
of the
trading plan
for securities
of Popular
that is
attached to
this Request
and Certification Form. This approval is being requested pursuant to the requirements of Popular’s Insider Trading
Policy and Insider Trading Procedures.
In connection
with this
request, the
undersigned Popular
Insider certifies
to Popular’s
Chief Legal
Officer
that:
(i)
The undersigned Popular
Insider is entering into/amending/terminating
the attached trading plan
in good
faith and not
as part of
a plan or
scheme to evade
the prohibitions of
applicable insider trading
laws and
regulations
and
the
applicable
provisions
of
Popular’s
Insider
Trading
Policy
and
Insider
Trading
Procedures.
(ii)
At the time
that the
undersigned Popular Insider
is entering into/amending/terminating the
attached trading
plan he or she is not aware of any Material Nonpublic Information regarding
Popular.
(iii)
At the time
that the
undersigned Popular Insider
is entering into/amending/terminating the
attached trading
plan he or she is permitted to trade
in Popular securities (i.e., he or she is
not subject to a blackout period).
(iv)
If
the
undersigned
Popular
Insider
is
entering
into/amending
the
attached
trading
plan,
the
first
trade
thereunder will
not occur
until the
expiration of
the applicable
cooling-off period
set forth
in paragraph
(c)(1)(ii)(B) of SEC Rule 10b5-1.
(v)
At
the
time
the
undersigned
Popular
Insider
is
entering
into/amending
the
attached
trading
plan,
the
Popular
Insider does
not have
any
other
contract,
instruction,
or plan
in effect
for
trading securities
of
Popular on the open market that would qualify for the affirmative
defense in SEC Rule 10b5-1(c).
(vi)
With the execution or amendment of the attached plan, the undersigned Popular Insider
will not have two
(2) or
more trading
plans designed
to effect
the open-market
purchase or
sale of
Popular securities
as a
single transaction (“single-trade plans”), that would qualify for
the affirmative defense in SEC Rule 10b5-
1(c).
The undersigned
Popular Insider
understands that,
as is
provided in
Popular’s Insider
Trading
Procedures,
Popular’s Chief Legal
Officer may, in his
or her
sole and
absolute discretion and
based on the
foregoing certification
and
the review
of the
trading plan,
approve
or disapprove
the proposed
adoption/amendment/termination
of the
Prearranged Trading Program.
Sincerely,
[Name of Popular Insider]
[Title of Popular Insider]
23
_______
Request approved
_______
Request denied
_______
Request approved with the following modification:
________________________________
Date:
By:
_______________________________________
Popular’s Chief Legal Officer
24
ATTACHMENT
C
ADDITIONAL TRADING RESTRICTIONS AND REQUIREMENTS
APPLICABLE TO
SPECIFICALLY
-DESIGNATED
EMPLOYEES
The additional trading restrictions
and requirements set forth
below are applicable
to Specifically-Designated
Employees of Popular, Inc. and its subsidiaries (collectively,
“Popular” or the “Company”). These restrictions and
requirements, which
are comparable
to the requirements
that are applicable
to directors
and executive
officers of
Popular under Popular’s
Director and Executive Officer
Guide to Complying with
Certain Laws and Regulations,
are not applicable to all Popular Insiders.
Pre-Clearance
Specifically-Designated Employees may not engage in any transaction involving Company equity securities
without first obtaining pre-clearance of the transaction from Popular’s
Legal Division. A request for pre-clearance
should be submitted
to Popular’s Legal
Division in writing
at least two
business days in
advance of the
proposed
transaction in the form
included in Attachment D
to these Procedures. Popular’s Legal
Division will then determine
whether the transaction may proceed. Pre-clearance will not be granted if a blackout period, as described below,
is
in effect.
Quarterly or Regular Blackout Periods
Popular must be
sensitive to
even the
appearance of
impropriety. The announcement of
our quarterly
financial
results
almost
always
has
the
potential
to
have
a
material
effect
on
the
market
for
our
securities.
Accordingly,
transactions in
Company securities,
directly or
indirectly,
are permitted
to the
Specifically-Designated Employee
or his/her immediate family only during the “window period.” The window period will run from and including the
date that
is two
complete trading
days on
the Nasdaq
Global Securities
Market after
the public
announcement of
our earnings
until the tenth
day of the
last month of
each fiscal quarter
(the tenth day
of March, June,
September
and December). The
remainder of each
quarter from and
including the eleventh
day of
the last
month of each
quarter
(the eleventh
day of
March, June,
September and
December) through
and including
the second
complete day
of
trading on the
Nasdaq Global Securities
Market following the
announcement of our
earnings is a blackout
period
during
which
transactions
in
Company
securities,
directly
or
indirectly,
are
prohibited
to
the
Specifically-
Designated
Employee
or
his/her
immediate
family.
In
order
to
avoid
trading
during
blackout
periods,
the
Specifically-Designated Employee
and his/her immediate
family must also
cancel all open
trade orders involving
Company securities during the blackout period. The trade must be
completed within the window period; however,
the settlement may take place after the trading window closes.
While Popular
recognizes that
some Specifically-Designated
Employees will
not have
Material Nonpublic
Information
during
the
quarterly
blackout
periods,
Popular
believes
that
preventing
Specifically-Designated
Employees from transacting
in Company securities during
such periods is important
to assure Popular’s investors
that they are not trading on the basis of Material Nonpublic Information regarding
Popular.
Event-Specific Blackouts
From
time
to
time
an
event
may
occur
that
is material
to
Popular
and
is known
by only
a
few
directors,
executive officers and
other employees. So long
as the event remains material
and nonpublic, directors, executive
officers and
such other
persons as
Popular designates
may not
trade in
Company Securities.
The existence
of an
event-specific blackout
will not be
announced, other
than to those
who are aware
of the material
event that gives
rise to the
blackout. If, however,
the Specifically-Designated Employee
requests permission to
trade in Company
securities during
an event-specific
blackout Popular’s
Legal Division
will inform
him/her of
the existence
of the
blackout period
without telling him/her
the specific reason
for it. If
the Specifically-Designated
Employee is told
25
of
the
existence
of
an
event-specific
blackout,
he
or
she
may
not
disclose
its
existence
to
others
because
that
information
could
itself
be
material.
If
the
Specifically-Designated
Employee
is
in
possession
of
Material
Nonpublic
Information,
the
fact
that
Popular
may
not
specifically
tell
him/her
of
any
blackout
will
not
relieve
him/her of his/her legal responsibility and obligation to Popular and it shareholders
to refrain from trading.
26
ATTACHMENT
D
POPULAR, INC.
INSIDER TRADING POLICY AND PROCEDURES
FORM FOR PRE-CLEARANCE REQUEST
Type of Security [check
applicable boxes]
Type of Transaction
[check applicable boxes]
_______
Common stock
_______
Purchase
_______
Preferred Stock
_______
Sale
_______
Other (Please describe):
_______
Gift
________________________________
_______
401K Investments
_______
Other (Please describe):
Number of Shares: ____________________________
_______________________________
Comments:
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
Broker Contact Information (if applicable)
Company Name
____________________________
Contact Name
____________________________
Telephone
____________________________
Account Number
____________________________
CERTIFICATION
I
am
not
currently
in
possession
of
any
Material
Nonpublic
Information
relating
to
Popular,
Inc.
or
any
of
its
subsidiaries.
I
hereby
certify
that
the
statements
made
on
this
form
are
true
and
correct.
I
have
discussed
any
questions I
may have
with respect
to Popular,
Inc.’s
Insider Trading
Policy and
Insider Trading
Procedures and
their applicability
to the
transactions contemplated
herein with
Popular's Legal
Division.
I understand
that I
am
ultimately responsible
for complying
with Popular,
Inc.’s
Insider Trading
Policy and
Insider Trading
Procedures
and avoiding improper transactions and other violations of applicable insider
trading laws and regulations.
Signature
____________________________________
Date
____________________________________
Print Name
____________________________________
Telephone # Where
I May be Reached ________________
Fax #
___________________________
_______
Request Approved (transaction must be completed within
5 business days after
approval and the person
must not be in possession of Material Nonpublic Information at the
time the transaction is completed)
_______
Request Denied
_______
Request Approved with the following modification: ______________________
Date:
By:
_________________________________
Name:
_________________________________
Division:
_________________________________