ANTIN // 2021 Universal Registration Document
CORPORATE GOVERNANCE 2 Compliance with the AFEP-MEDEF Code
2.5.4 Prevention of market abuse
Prevention of market abuse rules (1) are included in the Internal Rules. In compliance with Article L. 225-109 of the French Commercial Code, Directors who perform executive functions are required to register their shares in their name (au nominatif) . Directors are not permitted to carry out, directly or indirectly, transactions on the Company’s shares or on debt securities
or on derivative instruments or on other financial instruments linked to these shares during periods called “black-out” periods (covering, inter alia , the thirty (30) calendar days preceding the date of the press release disclosing the annual and half-year results, the publication date of the press release being included in the black-out period; such period being reduced to fifteen (15) calendar days in the event of publication of quarterly sales).
2.5.5 Transactions carried out by executive officers or Directors of the Company
In accordance with Article 223-26 of the AMF General Regulations, this Universal Registration Document provides a summary of the transactions referred to in Article L. 621-18-2 of the French Monetary and Financial Code, that have been conducted and reported to the AMF, electronically and within three trading days of execution, during the last financial year by: 3 Directors or executive officers;
3 persons within the issuer with the power tomakemanagement decisions concerning development and strategy and who have regular access to inside information; and 3 persons related to them. This notification is also sent to the Company.
Name and position
Transactions performed by Directors or executive officers
Mr. Ramon de Oliveira Independent Director Mr. Ramon de Oliveira Independent Director
Acquisition of 1,321 shares of the Company at a unit price equivalent to $33.93 on 23 December 2021.
Acquisition of 1,280 shares of the Company at a unit price equivalent to $34.19 on 27 December 2021.
2.5.6 Regulated agreements and standard agreements On 4 November 2021, the Board of Directors adopted, a charter relating to Regulated agreements (the “Charter” ) and a procedure for reviewing customary agreements relating to arm’s length transactions (the “Procedure” ), in compliance with Article L. 22-10-12 of the Commercial Code.
3 the persons who have a direct or indirect interest in the Regulated Agreement may not take part in the discussions or vote on the requested authorisation. Regulated Agreements are submitted to the approval of the Annual Shareholders' Meeting that follows their execution. No Regulated agreement has been concluded since the incorporation of the Company (see statutory auditors' report on related-party agreements in Section 9.3 " Statutory auditors' report " of this Universal Registration Document). Regarding the agreements entered into in the ordinary course of business and on arms’ length terms (the “Ordinary Agreements” ), the Procedure provides in particular that each year, the finance and legal departments of the Company undertake a review of all Ordinary Agreements, the performance of which continued during the past financial year. If applicable, on the recommendation of the Audit Committee, any agreement that no longer qualifies as an Ordinary Agreement is submitted to the Board of Directors’ approval.
Under the Charter, the regulated agreements set out in Article L. 225-38 of the French Commercial Code (the “Regulated Agreements” ) are subject to bespoke control procedure which provides in particular that: 3 the signing, modification, renewal (including in the event of tacit renewal) and/or termination of a Regulated Agreement must be presented to the Board of Directors; 3 each Regulated Agreement is authorised pursuant to a specific decision of the Board of Directors which must justify the benefit of the relevant agreement or commitment for the Company, in light of, inter alia , its financial terms; and
2.6 COMPLIANCE WITH THE AFEP-MEDEF CODE
The Company is compliant with the AFEP-MEDEF Code and its implementation guidelines.
(1) As established by Regulation (EU) no. 596/2014 of April 16, 2014, as amended, on market abuse.
56 ANTIN INFRASTRUCTURE PARTNERS S.A. - UNIVERSAL REGISTRATION DOCUMENT 2021
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