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EXHIBIT 19.1
INSIDER TRADING POLICY
AND
INSIDER TRADING PROCEDURES
2
INSIDER TRADING
POLICY
Responsible
Unit:
Data Classification
Level:
Adoption
Date:
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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.
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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.
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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.
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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);
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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.
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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.
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INSIDER TRADING
PROCEDURES
Responsible Unit: Legal Division
Data Classification Level: 3 – Internal Use
Latest Revision Date: December 2024
Next Revision Date: December 2025
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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
●
The
clearance
procedures
of material nonpublic information.
●
The handling
of
inquiries
●
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:
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●
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.
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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
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
Omnibus
Incentive Plan
,
the
Popular,
Inc. 2020
Omnibus Incentive
Plan
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
Popular’s 2004 Omnibus Incentive
Plan,
the Popular, Inc. 2020 Omnibus
Incentive Plan
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
common
stock
under the
Popular, Inc.
Puerto Rico Savings and Investment Plan,
Popular, Inc. USA 401(K) Savings and
Investment
Plan,
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
common
stock
Dividend Reinvestment and Stock
Purchase
Plan
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.
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:
on which the securities were to be purchased or sold; or
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
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
pre-clearance
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
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
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].
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
of seller/purchaser] (“[Seller/Purchaser]”) and [name of
broker] (“Broker”).
common stock, par value $0.01 per share (the “Stock”), of
Popular, Inc. (the “Issuer”); and
accordance with the [Sales/Purchase] Plan;
1.
[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.
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.
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.
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.
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.
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.
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.
Commonwealth of Puerto Rico and may be modified or amended only by a writing signed by the parties
hereto, acknowledged by the Issuer.
9.
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 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.
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).
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
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
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
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.
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
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:
_________________________________