Introduction

Regency Alliance Insurance Plc. (the Company) as a Public Company is subject to several Laws, Rules and Regulations as may be put in place by the Government (Federal and or State) and Regulatory Authorities.

It is the policy of the Company as a good corporate entity to fully comply with all such Laws, Rules and Regulations.

By this policy, the Company seeks to comply with the insider trading rules as it relates to its shares and also seeks to assist its Directors, Employees and Employees of its subsidiaries, related Entities as well as its associates to comply with the rules.
This Policy provides guidelines with respect to transactions relating to the Company’s securities, the protection of Material Non-Public information and the standard of conduct expected of the Company’s employees, Directors, Related Entities and Associates in this highly sensitive area.

Every Director, Employee, Related Entity and Associate of the Company has a personal obligation and responsibility of complying fully with this Policy.

Legal Background

The Company’s shares are listed on the Nigerian Stock Exchange as a result of which the Company is bound by Nigerian Laws and Regulations of Regulatory Bodies responsible for regulating trading in securities. Under the Extant Laws and Regulations, the Directors, Employees and Associates of the Company who may be in possession of Material Non- Public information are prohibited from;
• Trading or permitting trading, directly or indirectly, on the Company’s securities (shares, bonds, etc.), or
• Passing on such Material Non-public information to any person, particularly in circumstances where that person might trade in the securities of the Company and
• Recommending to any other person the execution of such transaction on the basis of such Material Non - Public information.

Interpretation

Company: Regency Alliance Insurance Plc. and its subsidiaries

The Board: All persons who were Directors of the Company from the beginning of the relevant financial year.

Insider: Means any person or entity that by virtue of his/ its relationship with the Company possesses Material Non-Public information about the company, this includes:

(a) A person who is or was a Director of the Company at any time since the beginning of the Company’s financial year, or a nominee to become a Director of the Company
(b) A Director or officer of a Related Entity or subsidiary of the Company
(c) A member of senior management team
(d)An Employee of the Company or a Related Entity or Associate or Subsidiary of the Company
(e)Members of the Company’s Audit Committee
(f) Family members and dependants of any of the persons mentioned in clauses (a) to (e) above;
(g) A person, Entity, Associate or subsidiary involved in a professional or business relationship with the Company
(h) A substantial shareholder represented on the Board by one or more of the Non-Executive Directors
(i) A shareholder who owns 5% of any class of the Company’s voting shares.
(j) Any person or entity who can be deemed to be an agent or associate of any one described in clauses (a) to (i) above.

Material Non- Public
Information: Any price sensitive information about the Company which the Company has not yet generally released to the Market or Public. The information should be such that a reasonable person will consider material in deciding whether or not to trade in the Company’s security or such that could have an effect on the price or value of the Company’s securities if publicly released.

Insider Trading: Where an insider as defined above who is in possession of Material Non- Public information engages in:
• Trading in shares/securities of the Company on the basis of such Material, Non-Public information.
• Discloses or “tips” the Material Non-Public information to others or
• Recommending the purchase or sale of the Company’s Shares/Securities on the basis of such Material Non- Public information or
• Assists someone who is engaged in any of the above activities.

Subsidiary: Any Company in which Regency Alliance Insurance Plc. Has effective control over its policies and decisions.

Associate company: Any Company in which Regency Alliance Insurance Plc. Own not less than 20% of the Company’s paid up capital.

Related Party/Entity: Any Executive Management staff, Director of the Company, any nominee for Directorship, any shareholder with representative on the Board and any shareholder owning in excess of 5% of the total equity of the Company, and any family member of any of the aforementioned persons.

Family Member: Any immediate family member including non- dependent parents and non-dependent siblings. This covers a child, stepchild, parent, stepparent, spouse, spousal equivalent, uncle, aunt, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law and dependents of the individual.

Short Sales: Short sale is a sale of securities not owned by the seller or, if owned, not delivered against such sale within twenty (20) days thereafter.

Closed Period: This is the period during which Directors, Employees, Associates and Related Entities are prohibited from trading in the Company’s securities and such period includes; 15 days prior to the date of any meeting of the Board of Directors proposed to be held to consider any of the matters falling under material information as defined below. until 24hours after such information is release to the Public.

Material Information: Apart from significant events or decisions which would also constitute a Material information, any period thirty days prior to the date of publication/release and ending at the beginning of the third trading day after publication/release of:
• Financial Reports, i. e. Annual, Half-yearly and Quarterly results.
• Declaration of Dividends (Interim and final)
• Issuance of securities by way of public offer, rights, bonus etc.
• Information about possible merger, take- over, acquisition or other material development, whether concerning the Company its subsidiaries.
• Any major expansion plans or the Bid / Execution of a new project that may have material effect.
• Changes to policies, plans or operations of the Company that are likely to materially affect the prices of the Company’s shares.
• Disruption to business operations due to natural calamities.
• Litigation (actual or threatened), disputeor inquiry by a Governmental or Regulatory Authority which may have material impact.
• Any information which if disclosed in the opinion of the person disclosing the same is likely to materially affect the prices of the securities of the Company.

For purposes of interpretation, the Masculine also includes the feminine.

Applicability

This Policy is applicable to all Directors, Management, Employees, Related Entities and Associates of Regency Alliance Insurance Plc. and all its subsidiaries, especially all persons that will qualify as an Insider or Family Member under this policy.

Trading in the Company's Securities

5.1 Insider Trading
No Director, Management Staff, Employee, Related Entity, Associate, Insider or Family member who is aware of any Material Non - Public information concerning the Company or a third-party with whom the Company does business, shall engage in any transaction in the Company’s or such third-party’s securities, including any offer to purchase or sell, during the closed period.

a) Former Director, or employee upon termination who is in possession of Material Non - Public information is prohibited from trading in the Company’s securities until that information has become public or is no longer material.
b) the date of circulation of agenda papers pertaining to any of such matters falling under Closed Period as defined above up to 24 hours after the price sensitive information is submitted to The Exchange. Provided that the Company shall notify the Exchange in advance of the commencement of each of the closed period.

Disclosure of Transaction

All Directors, persons discharging managerial responsibility and persons closely connected to them as well as all insiders of the Company shall notify the Company in writing through the Company Secretary of the occurrence of all transactions conducted on their own account in the shares of the Company on the day in which the transaction occurred, and the Company shall maintain a record of such
transactions which shall be provided to the Nigerian Stock Exchange within two business days of the Exchange making a request in that regard.

Directors and other Insiders shall notify SEC of the sale of their shares in the company or any purchase of shares in the Company not later than 48 hours after such activity.

In relation to securities transactions by Directors, the Company shall disclose in its Corporate Governance Report contained in their annual report:

a.) whether the Company has adopted a code of conduct regarding securities transactions by its Directors;
b.) whether its Directors have complied with, or whether there has been any non - compliance with, the required standard set out in the Listings Rules and in the Company’s Security Trading Policy; and
c.) in the event of any non - Compliance with the required standard set out in the Listings Rules, the details of such non - compliance and an explanation of the remedial steps taken by the Company to address such non - compliance.
d) The Company shall disclose in its Annual Report the details of Shareholders holding 5 % or more in the Company.

5.2 Tipping
No Director, Management staff, Employee, Related Entity or Associate shall disclose (“tip”) Material Non-Public information to any other person (except authorised persons within the Company or authorised third party agents of the Company whose positions require them to know)where such information may be used by such person to his benefit by trading in the securities of the Company nor shall a Director, Management Staff, Employee, Related Entity or Associate make any recommendations or express any opinions as to trading in the Company’s securities to any other person on the basis of material non- public information held by them until such information is made public by the Company.

Further, no Director, Management Staff, Employee, Related Entity or Associate may purchase or sell securities or recommend that another person purchase or sell securities of another company if the person learns of Material Non-Public information about the other company in the course of his/her employment with Regency Alliance Insurance Plc. or any of its subsidiaries.

5.3 Short Sales
No Director, Management Staff, Employee, Related Entity or Associate shall engage in the short sale of the Company’s securities.

5.4 Specific Trading Suspensions
The Company may from time to time suspend insiders from trading in its securities. The Company may also recommend that Insiders suspend trading because of developments known to the Company and not yet disclosed to the public. In such event, Insiders are advised not to engage in any transaction involving the purchase or sale of the Company’s shares during such period and neither should they disclose to others, the fact behind such suspension.

Notwithstanding the above, even during periods other than the closed period, Directors and Management staff are prohibited from trading in the Company’s securities while in possession of any information which could be classified as Material Non- Public information.

Confidentiality

Unauthorized disclosure of Material Non – Public information about the Company is strictly prohibited even to family members. Such information leak may lead to illegal trading in securities of the Company and the disclosure of such information may also have an adverse effect on the Company. Any disclosure to the Regulators, Financial Community, the press or other such bodies must be made by an authorized officer of the Company after necessary approval has been given by the Board of Directors or Managing Director.

Liability for breach of this Policy

Any violation of any portion of this Policy will result in Civil or criminal action in accordance with applicable Laws and Regulations for the time being in force and may be subject to imposition of civil and criminal penalties, fines and other serious sanctions.
Where the breach is committed by a staff of the Company or any of its subsidiaries, such employee will be subject to serious disciplinary action which may include dismissal.
Any person who is aware of a violation of this policy shall report such violation promptly to the Company Secretary.

Enquiry & Questions

All questions and enquiries concerning this Policy should be addressed to:
The Company Secretary
Regency Alliance Insurance Plc.
Head Office,
2 Ebun Street Gbagada
Lagos State.

Approval

This policy was discussed and approved by the Board of Directors on Thursday the 5th Day of March 2015.
The Amendments to this policy were discussed and approved by the Board on the 8th day of March 2018.