TABLE OF CONTENTS
1.INTRODUCTION
The purpose of the Insider Trading and Misuse of Inside Information Policy (the “Policy”) is to articulate the policy and framework for the safe-keeping of any proprietary, material, or price sensitive non-public information of Aspen Insurance Holdings Limited (“AIHL”) and/or any of its subsidiaries (collectively, "Aspen" or the “Group”).
If any director, officer, employee, contractor or consultant of Aspen (each, a “Covered Individual”) has material non-public information relating to Aspen or its securities (referred to as “Inside Information”), it is a serious violation of U.S. federal and state securities laws, and this Policy, for that Covered Individual or any immediate family member (as described in Clause 2.4 below) of that Covered Individual to (i) buy or, sell, or gift Aspen securities, or cause the same, (ii) engage in any other action to take advantage of such Inside Information or (iii) disclose the Inside Information to others so that they may trade in Aspen securities. Such activities may also violate the laws of Bermuda, the United Kingdom or any other relevant jurisdiction, to the extent applicable to Covered Individuals.
This Policy sets forth restrictions and other principles applicable to all Covered Individuals, as well as additional trading restrictions applicable to Designated Individuals (defined below).
This Policy also applies to Inside Information relating to any other company with publicly listed securities with which Aspen does business or is connected, such as Aspen’s insureds or shareholders.
Transactions that may be necessary or justifiable for independent reasons are no exception. Covered Individuals must avoid even the appearance of any improper transactions to preserve Aspen’s reputation for adhering to the highest standards of conduct.
1.1.Ownership, Approval and Periodic Review
This Policy is owned by the Group General Counsel and will be reviewed periodically and updated as necessary. Proposed material changes to the Policy shall be approved by the Board of Directors of AIHL.
This Policy is applicable to the Group.
2.BACKGROUND AND SCOPE
2.1.Material Information
Material information is any information that a reasonable investor would consider important, as part of the total mix of available information, in a decision to buy, hold or sell shares -- in short, any information which could reasonably affect the price of the shares, whether positive or negative.
The following types of information ordinarily would be considered "material." This list is intended to be illustrative only and is not an exhaustive list of material information.
1.Corporate acquisitions, dispositions, or other business combinations;
2.Financial performance, especially quarterly and year-end earnings (and projections of future earnings or losses), and significant changes in financial performance or liquidity;
3.Changes in corporate strategy or objectives;
4.Take-over bids or bids to buy back the common shares of Aspen (including tender offers);
5.Changes in share ownership that may affect control of Aspen;
6.Changes in management;
7.New material insurance or reinsurance contracts or the loss thereof;
8.Changes in reserve levels or practices;
9.Ability of our retrocessionaires to pay receivables to us;
10.Public or private issue of additional securities/debt offerings;
11.Changes in capital structure (including share splits);
12.Additional borrowings of funds;
13.Events of default under financings or other agreements;
14.Development of circumstances affecting Aspen’s insurance or reinsurance market;
15.Actual or threatened major litigation or the resolution of such litigation;
16.Significant changes in operating or financial circumstances, such as cash-flow changes, liquidity changes or investment asset impairments;
17.The declaration of dividends or a change in the dividend policy of Aspen;
18.Aspen projections;
19.Significant pricing changes; or
20.Significant new ventures with other insurance or reinsurance companies;
21.Significant cybersecurity incidents; or
22.The gain or loss of a major customer or counterparty
Material information is not to limited to historical facts but may also include projections and forecasts and future events, even if the possibility of that projection, forecast or event occurring is small.
When in doubt about whether particular nonpublic information is material, you should presume it is material. If you are unsure whether information is material, you should consult the Group General Counsel.
2.2.Non-Public Information
Non-public information is any information that has not been disclosed to, and assimilated by, the market. Information about Aspen that is not yet in general circulation should be considered non-public. All information that you learn about Aspen, as a result of, or in connection with, your position or employment is potentially Inside Information until publicly disclosed by Aspen. Information is considered to be assimilated by the market after at least one full Trading Day (as defined below) has passed since the information was generally disclosed.
All non-public information should be treated as confidential and proprietary to Aspen, and may not be disclosed to others except for legitimate business reasons. Covered Individuals in possession of non-public information that is also material, as discussed in Clause 2.1 above, are required by law and this Policy not to trade in Aspen securities and not to disclose the information to others.
Note that the fact that information has been disclosed to a few members of the public (for example, banking partners under a non-disclosure agreement) does not make it public for insider trading purposes. Non-public information may include, by way of illustration only:
(i)Information available to a select group of analysts or brokers or institutional investors;
(ii)undisclosed facts that are the subject of rumors, even if the rumors are widely circulated; and
(iii)information that has been entrusted to the Company on a confidential basis until a public announcement of the information has been made and enough time has elapsed for the market to respond to a public announcement of the information.
As with questions of materiality, if you are not sure whether information is considered public, you should either consult with the Group General Counsel or assume that the information is nonpublic and treat it as confidential.
2.3.Hindsight
If a Covered Individual’s transaction in Aspen securities becomes the subject of scrutiny, it will be viewed after-the-fact with the benefit of hindsight. As a result, before engaging in any transaction involving Aspen securities, Covered
Individuals should carefully consider how others might view such transaction in hindsight.
2.4.Transactions by Immediate Family Members
The restrictions on trading with Inside Information also apply to the immediate family members of Covered Individuals, which includes the person’s spouse, parents, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, children (including those who are minors or dependents), any other persons who live in the Covered Individual’s household, any persons who normally share the Covered Individual’s household but have temporarily moved away, and any family members who do not live in their household but whose transactions in company securities are directed by Covered Individuals or are subject to their influence or control (such as parents or children who consult with Covered Individuals before they transact in company securities). In addition, these restrictions apply to any entity over which the Covered Individual or any immediate family member exercises or shares investment control (such as a partnership or family trust).
Covered Individuals are responsible for their immediate family members’ compliance with this Policy.
3.POLICY & PRINCIPLES
3.1.Prohibitions on Trading Securities
3.1.1.Prohibited Transactions in Aspen Securities
Aspen has preference shares and may have, following completion of one or more initial public offerings thereof from time to time, ordinary shares listed on the New York Stock Exchange (together with any other securities issued by Aspen, the “Securities”) which may be purchased or sold in accordance with this Policy. Covered Individuals are prohibited from engaging in any of the listed activities with respect to the Securities. For the avoidance of doubt, note that the term “Securities” includes options, warrants and other securities that Aspen may issue (including, without limitation and by way of illustration only, notes, debt and convertible securities, and derivative securities relating to the Company’s securities whether or not issue issued by Aspen).
3.1.1.1 No Trading While in Possession of Inside Information
No Covered Individual in possession of Inside Information concerning Aspen may trade in Aspen securities, even if such trades occur outside any Special Close Periods (as defined in Clause 3.1.2 below), other than pursuant to a properly qualified, adopted and submitted Rule 10b5-1 trading plan or similar trading plan. Once such information becomes publicly available, a Covered Individual may only trade in Aspen securities after one full Trading Day. For purposes of this Policy, a “Trading Day” shall mean any day on which the New York Stock Exchange is open for trading. In the case of Designated Individuals (as defined in Clause 3.1.2 below), trades may likewise not occur during the Quarterly Close Period (as defined in Clause 3.1.2 below). Additionally, Aspen will not trade in Aspen securities in violation of applicable securities laws or stock exchange listing standards.
3.1.1.2 Tipping Aspen Inside Information to Others
Regardless of whether or not the information is proprietary information about Aspen or Inside Information with respect to Aspen, Covered Individuals shall not disclose such information to others, including family members and relatives, (either explicitly, implicitly or by way of generally advising others to buy or sell Aspen securities while in possession of such information) unless required as part of that Covered Individual's regular duties for Aspen, and authorized by at least one of the Chief Executive Officer, Chief Financial Officer or Group General Counsel. The penalties discussed below apply whether or not the Covered Individual derives any benefit from another's actions after receiving such information.
Simply put, you should never trade, tip or recommend securities (or otherwise cause the purchase or sale of securities) while in possession of information that you have reason to believe is material and nonpublic unless you first consult with, and obtain the advance approval of, the Group General Counsel.
3.1.1.3 Hedging Transactions – Buying or Selling Puts or Calls
Covered Individuals may not enter into hedging or monetization transactions or similar arrangements with respect to Aspen Securities. Accordingly, the purchase or sale of options for Aspen’s Securities of any kind, whether puts or calls1, shall not be permitted.
3.1.1.4 Hedging Transactions – Short Sales
1 A put is a right to sell at a specified price a specific number of shares by a certain date and is utilized in anticipation of a decline in the share price. A call is a right to buy at a specific price a specified number of shares by a certain date and is utilized in anticipation of a rise in the share price.
No Covered Individual make engage in short sales2.
3.1.1.5 Trading in Securities on a Short-Term Basis
In relation to any Aspen director or executive officer or the principal accounting officer (each, a “Designated Individual”)3, any Aspen Securities purchased in the open market should be held for a minimum of six (6) months and may not be sold in violation of the prohibition on short-swing trading4. While the requirement against trading in securities on a short-term basis applies to Aspen in all circumstances, the short-swing trading rule does not apply to transactions during such time as Aspen is a foreign private issuer under the U.S. securities laws.
3.1.1.6 Trading on margin or pledging
Covered Individuals may not hold Aspen Securities in a margin account or pledge Company securities as collateral.
3.1.1.7 Trading in Other Securities
No Covered Individual may (a) trade or gift in securities of any public company while in possession of Inside Information concerning that company, unless such trade or gift is made pursuant to a properly qualified, adopted and submitted Rule 10b5-1 trading plan, (b) "tip" or disclose Inside Information concerning any public company to any other person, including family members and relatives, so that they may trade in the securities of that company or (c) give trading advice to anyone, including family members and relatives, concerning any public company if such Covered Individual possesses Inside Information about that company.
3.1.2.Close Periods
3.1.2.1 General
Covered Individuals are permitted to trade in the Company's securities when no close period, as described in this Clause 3.1.2, is in effect.
However, even during this trading window, a Covered Individual who is in possession of any material nonpublic information should not trade in the
2 Selling short is the practice of selling more shares than one owns to speculate on a decline in the share price.
3 The Group General Counsel maintains a list of current executive officers
4 See Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) See Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which establishes mechanisms for a company to recover "short swing" profits, or profits an insider realizes from a purchase and sale of the company’s security that occur within a six-month period
Company's Securities until the information has been made publicly available or is no longer material. In addition, the Company may close this trading window if a special close period, as described in this Clause 3.1.2, is imposed and will re-open the trading window once the special close period has ended.
3.1.2.2 Quarterly Close Periods
Covered Individuals and their immediate family members shall be subject to quarterly close periods during which they are prohibited from conducting any transactions involving Aspen’s securities. Each quarterly close period shall commence on the 14th day of the month in which a quarter ends (i.e. March 14, June 14, September 14 and December 14), and shall end one (1) full trading day after the date that Aspen publicly announces its quarterly and/or annual earnings (the “Quarterly Close Period”)5. It is improper for a Covered Individual to enter into a securities trade immediately after Aspen has publicly announced its quarterly and/or annual earnings because Aspen’s shareholders and the public should be afforded sufficient time to receive the information and act upon it.
During these quarterly close periods, Covered Individuals are presumed to possess material non-public information about the Company's financial results.
Notwithstanding the foregoing, a transaction may be exempt from the Quarterly Close Period if it is made pursuant to a written trading plan that has been approved by the Group General Counsel in writing in advance of a Quarterly Close Period while the Covered Individual was not in possession of material non-public information and that meets all of the requirements of the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”), including Rule 10b5-1 of the Exchange Act. See Clause 3.1.4 below for more information on Rule 10b5-1 trading plans.
3.1.2.3 Special Close Periods
In addition to the Quarterly Close Period, a special close period may be implemented at other times, such as during the pendency of certain Aspen transactions or when some other extraordinary Aspen event is pending (“Special Close Period”). Transactions in Aspen’s securities are prohibited for Designated Individuals.
A Designated Individual shall receive written notice when a Special Close Period applies to them. A Special Close Period will remain in effect until such Covered Individual shall receive a written notice that the Special Close Period has ended. Covered Individuals subject to the Special Close Period shall be prohibited from
5 For example, if Aspen issues a quarterly set of financial results on a Tuesday (after the US trading market closes), then the Covered Individuals shall not be permitted in Aspen securities until the market opens on Thursday (as Wednesday would be the first full trading day following the release)
disclosing to any person the existence of any such Special Close Period and shall be required to sign a confidentiality agreement.
3.1.3.Hardship Cases
Aspen will not grant any exceptions to the restriction against trading in Aspen securities during any Quarterly Close Period or Special Close Period even if the Covered Individuals subject to such close periods may find it necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure) to trade in Aspen securities at impermissible times.
3.1.4.Rule 10b5-1 Trading Plans
Rule 10b5-1 under the Exchange Act provides an affirmative defense against a claim of insider trading if an insider’s trades are made pursuant to a written plan that was adopted in good faith at a time when the insider was not aware of material nonpublic information (an “Approved 10b5-1 Plan”). A Covered Individual may make trades or gifts pursuant to an Approved 10b5-1 Plan provided that (i) such plan meets the requirements of Rule 10b5-1, (ii) such plan was adopted at a time when the Covered Individual would otherwise have been able to trade under this Policy; (iii) adoption of the plan was expressly authorized in writing in advance by the Group General Counsel and (iv) the plan was adopted in good faith and not as part of a scheme or plan to evade the prohibitions of Rule 10b5-1.
Once the plan is adopted, the insider must not exercise any influence over the amount of securities to be traded, the price at which they are to be traded or the date of the trade. Note that trades made pursuant to Rule 10b5-1 plans by executive officers and directors must still be reported to the Group General Counsel pursuant to the second paragraph of Section 4 below. Additionally, plan modifications are only permitted at a time when the Covered Individual would otherwise have been able to trade under this Policy and must comply with the requirements of Rule 10b5-1, including any new cooling off periods that may apply as a result of such modifications. All plan modifications must be expressly authorized in writing in advance by the Group General Counsel. Insiders must also report any termination of a Rule 10b5-1 plan to the Group General Counsel within one business day of such termination. A Rule 10b5-1 plan should not be terminated during a quarterly close window or a special close window.
No 10b5-1 Plan or other pre-established trading arrangement may be adopted during a quarterly or special close period.
If you are considering entering into, modifying or terminating an Approved 10b5-1 Plan or other pre-established trading arrangement or have any questions
regarding Approved Rule 10b5-1 Plans or other pre-established trading arrangements, please contact the Group General Counsel. You should consult your own legal and tax advisors before entering into, or modifying or terminating, an Approved 10b5-1 Plan or other pre-established trading arrangement. A trading plan, contract, instruction or arrangement will not qualify as an Approved 10b5-1 Plan and will not be permitted under this Policy without the prior review and approval of the Group General Counsel as described above.
Please refer to “FAQ” guidance on Rule 10b5-1 trading plans, as maintained by the Group General Counsel.
3.1.5.Exceptions
3.1.4.1 401(k) Plan
Investing 401(k) plan contributions in Securities in accordance with the terms of the Company's 401(k) plan, where applicable, is permitted. However, any changes in your investment election regarding the Company’s stock are subject to trading restrictions under this Policy.
3.1.4.2 Employee Stock Purchase Plan
Purchasing Securities through Company equity programs, both initially and when making changes thereto, is subject to the trading restrictions under this Policy.
3.1.4.3 Options
Exercising stock options granted under Aspen’s Equity Incentive Plan for cash or the delivery by the Company of Securities is permitted. However, the sale of any shares issued on the exercise of Company-granted stock options and any cashless exercise of Company-granted stock options are subject to trading restrictions under this Policy.
3.2.Procedures for Submitting Trades by Designated Individuals
No Designated Individual shall trade in Aspen Securities without first submitting the following signed appendices to (i) the Group General Counsel and (ii) the Group Head of Reward at least two (2) business days prior to the proposed trade(s):
•Appendix A attached hereto, whereby the Designated Individual acknowledges and agrees that they have read and understood this Policy and will comply with its terms;
•Appendix B attached hereto, whereby the Designated Individual lists the details of the proposed trade(s), including the type and amount of securities such Designated Individual proposes to trade; and
•Appendix C attached hereto, whereby the Designated Individual certifies that (i) he or she is not in possession of Inside Information concerning Aspen and (ii) the proposed trade(s) does not violate the trading restrictions of Rule 10b-5 of the Exchange Act or Rule 144 of the Securities Act of 1933, as amended (the "Securities Act"). If the Designated Individual has any doubt as to whether they have material non-public information, they shall consult with the Group General Counsel prior to signing the appendices described above.
The Designated Individual must complete the trade within five (5) business days of the proposed trade date, subject to any Special Close Period, if applicable, as detailed in Clause 3.1.2. The proposed trade date must likewise not fall within a Quarterly Close Period as detailed in Clause 3.1.2. If the Designated Individual has not completed the trade within five (5) business days of the proposed trade date, such Designated Individual shall resubmit all of the appendices above prior to executing such trade. Aspen requires that all Designated Individuals submit to the Group General Counsel a copy of any trade order or confirmation relating to the purchase, sale or gift of Aspen securities within two business days of any such transaction6. This information is necessary to enable us to monitor trading by executive officers and directors and ensure that all such trades are properly reported.
For the avoidance of doubt, if the Designated Individual obtains material non-public information about Aspen subsequent to signing the appendices described above, the Designated Individual shall not engage in the proposed trade(s) as doing so would violate U.S. federal and state securities laws and this Policy.
The Group General Counsel shall record the date each request is received and the date and time each request is approved or disapproved.
4.VIOLATIONS & REPORTING
4.1.Consequences of Violations
The consequences of insider trading violations under U.S. securities laws can be severe.
6 Note that Form 144 relating to transactions using the Rule 144 safe harbor must be filed on or before the trade date. It’s an obligation of the individual and is typically handled by brokers. Where assistance is required, please contact the Group General Counsel.
Individuals who trade on the basis of inside information (or tip inside information to others) may be subject to the following:
•a civil penalty of up to three times the profit gained or loss avoided;
•ban from serving as an officer or director of a public company;
•a criminal fine (no matter how small the profit); and
•imprisonment.
For a company (as well as any supervisory person) that fails to take appropriate steps to prevent illegal trading, the following consequences may arise:
•a civil penalty; and
•a criminal penalty.
Moreover, if a Covered Individual violates this Policy, company-imposed sanctions, including dismissal for cause, could result from failing to comply with the policy or procedures. Any of the above consequences, including an SEC investigation that does not result in prosecution, can tarnish one's reputation and irreparably damage a career.
Sanctions under the laws of the United Kingdom and/or Bermuda may also apply
4.2.Reporting of Violations
Any Covered Individual who violates this Policy or any U.S. federal or state laws governing insider trading or tipping, or knows of any violation(s) by other Covered Individuals, must immediately report such violation(s) to the Group General Counsel. The Group General Counsel then will consult with the Chair of AIHL’s Audit Committee to determine Aspen's actions in response to any such violation(s), which may include reporting to the SEC or other appropriate authority (such as the New York Stock Exchange).
5.ASSISTANCE & CERTIFICATIONS
5.1.Company Assistance
Any person who has any questions about specific transactions may obtain additional guidance from the Group General Counsel. However, the ultimate responsibility for adhering to this Policy and avoiding improper transactions rests with each Covered Individual. As a result, it is imperative that Covered Individuals use their best judgment when complying with this Policy.
5.2.Certifications
Covered Individuals will be required to certify their understanding of and intent to comply with this Policy by executing the attached Acknowledgment and Agreement, and may be required to certify compliance on an annual basis, where determined by the Group General Counsel.
APPENDIX A – ACKNOWLEDGMENT
Acknowledgment & Agreement
I hereby acknowledge and agree that I (i) have read Aspen’s Insider Trading and Misuse of Inside Information Policy (the “Policy”) and (ii) understand the requirements contained therein and shall comply with its terms. I understand that violation of insider trading or tipping laws or regulations, or reporting obligations for Section 16 Insiders (as applicable and as defined in the Policy), may subject me to severe civil and/or criminal penalties, and that violation of the terms of the Policy may subject me to discipline by Aspen, including termination for cause.
Signature: __________________
Printed Name: __________________
Dated: __________________
APPENDIX B – TRADING APPLICATION FORM
APPLICATION FORM FOR TRADING
Name: __________________
Title: __________________
Proposed Trade Date: __________________
Type of Security to be Traded:
Shares
Options
Other
Further details here:
__________________
Type of Trade:
Purchase
Sale
Transfer
Further details here:
__________________
Number of Securities to be Traded: __________________
Securities held in these accounts:
Aspen shares are held in following account(s) (check all that apply):
c/o Computershare
Other account (please specify): _______________________
Notes:
-You must inform (i) the Group General Counsel and (ii) the Group Head of Reward of your proposed trade(s) at least one (2) business days prior to the proposed trade.
-You must complete the trade within five (5) business days of the proposed trade date, provided that it does not fall within a Special Close Period, if applicable. In the case of Designated Individuals, the proposed trade date must likewise not fall within a Quarterly Close Period. If you have not completed the trade within five (5) business days of this date you must resubmit another Application Form for Trading.
APPENDIX C - CERTIFICATION
Certification
I, _______________________________, hereby certify that (i) Ι and all of my immediate family members are not in possession of any Inside Information concerning Aspen (as defined in Aspen's Insider Trading and Misuse of Inside Information Policy) or its securities, (ii) to the best of my knowledge, the proposed trade(s) listed in the Trading Application Form do not violate the trading restrictions of Rule 10b-5 of the Securities Exchange Act of 1934, as amended, or Rule 144 under the Securities Act of 1933, as amended, or any other applicable laws or regulations, including in the jurisdictions in which I reside and (iii) if I am a Section 16 Insider (if applicable, as defined in Aspen's Insider Trading and Misuse of Inside Information Policy), I acknowledge and agree that I must complete and file a Form 4 within two (2) business days of the trade. Ι understand that if Ι trade in Aspen securities while possessing Inside Information or in violation of such trading restrictions, Ι may be subject to severe civil and/or criminal penalties, and may be subject to discipline by Aspen, including termination for cause.
Signature: __________________
Printed Name: __________________
Dated: __________________
