EX-19.1 4 d924089dex191.htm EX-19.1 EX-19.1
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EXHIBIT 19.1
INSIDER TRADING POLICY
AND
INSIDER TRADING PROCEDURES
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INSIDER TRADING POLICY
Responsible Unit:
 
Corporate Legal Division
Data Classification Level:
 
4 - Public
Adoption Date:
 
December 19, 2024
3
INSIDER TRADING POLICY
I.
POLICY PURPOSE
This Insider Trading Policy (the
 
“Policy”) describes the standards of Popular
 
on trading, and causing the trading
of,
 
Popular’s
 
securities,
 
or
 
the
 
securities
 
of
 
certain
 
other
 
publicly
 
traded
 
companies,
 
while
 
in
 
possession
 
of
Material Nonpublic Information, as defined below.
Federal and
 
state securities
 
laws prohibit
 
“insider trading,” or
 
the purchase,
 
sale or transfer
 
of a
 
security on
 
the
basis of
 
“inside” or
 
Material Nonpublic Information
 
about an
 
issuer. They also prohibit
 
“tipping,” or the
 
disclosure
of Material
 
Nonpublic Information
 
about an
 
issuer to
 
others who
 
use such
 
information
 
to trade
 
in the
 
issuer’s
securities.
 
Although
 
“insider
 
trading”
 
and
 
“tipping”
 
are
 
separate
 
and
 
distinct
 
concepts,
 
both
 
are
 
generally
addressed by the laws and regulations that prohibit insider trading and will therefore be collectively addressed
 
in
this document.
The United States Securities and Exchange Commission (“SEC”), together with state securities agencies and law
enforcement authorities, vigorously pursue and severely punish those who engage in insider trading. As noted by
the SEC in its website, because insider trading undermines investor confidence in the fairness
 
and integrity of the
securities markets, the detection and prosecution of insider trading continues to be one of the SEC's enforcement
priorities. The SEC has been
 
aggressive in bringing civil
 
insider trading cases. The
 
United States Department of
Justice has also aggressively pursued criminal charges against those involved in insider trading. While
 
regulatory
authorities
 
usually
 
concentrate
 
on
 
prosecuting
 
the
 
particular
 
individuals
 
or
 
entities
 
who
 
trade
 
on
 
inside
information,
 
as
 
well
 
as
 
those
 
who
 
tip
 
inside
 
information
 
to
 
others
 
that
 
use
 
such
 
information
 
to
 
trade,
 
federal
securities laws
 
also impose
 
liability on
 
issuers and
 
other “controlling
 
persons” –
 
persons with
 
power to
 
control
the transaction
 
upon which the violation
 
is based – if they fail
 
to take reasonable steps
 
to prevent insider trading
by their personnel.
Popular’s reputation for
 
integrity and ethical conduct cannot
 
be compromised by the
 
appearance of impropriety.
To prevent even the appearance
 
of improper conduct
 
on the part
 
of anyone employed
 
by or affiliated
 
with Popular,
such
 
as
 
Popular’s
 
directors,
 
Popular
 
has
 
adopted
 
this
 
Policy.
 
To
 
highlight
 
the
 
importance
 
of
 
viewing
 
insider
trading within the
 
context of corporate
 
ethics and compliance,
 
some of the
 
most important concepts
 
included in
this
 
Policy
 
have
 
also
 
been
 
incorporated
 
within
 
Popular’s
 
Code
 
of
 
Ethics
 
(the
 
“Code”).
 
Pursuant
 
to
 
company
policy, employees, directors and officers of Popular must, upon
 
commencing their employment or affiliation with
Popular,
 
and on
 
an annual
 
basis thereafter,
 
acknowledge
 
that they
 
have read,
 
understood and
 
will abide
 
by the
standards included both in the Code and in this Policy.
Under
 
this
 
Policy,
 
Popular
 
shall
 
not
 
buy
 
or
 
sell
 
securities
 
of
 
Popular
 
on
 
the
 
basis
 
of
 
Material
 
Nonpublic
Information and shall buy or sell securities of Popular in compliance with
 
federal or state securities laws.
Through
 
this Policy,
 
Popular has
 
further
 
sought to
 
address its
 
obligation
 
to prevent
 
insider trading
 
by helping
“Popular
 
Insiders,”
 
as
 
the
 
term
 
is
 
defined
 
below,
 
raise
 
their
 
level
 
of
 
awareness
 
as
 
to
 
potential
 
insider
 
trading
violations and
 
the severe
 
consequences and
 
penalties associated
 
with them.
 
In furtherance
 
of this
 
goal, Popular
has
 
also
 
established
 
Insider
 
Trading
 
Procedures
 
(the
 
“Procedures”)
 
to
 
describe,
 
explain
 
or
 
include
 
specific
examples of the concepts mentioned in this Policy.
 
Neither this Policy
 
nor the Procedures
 
are, however, intended to
 
replace the responsibility
 
of every Popular
 
Insider
to
 
ensure
 
that
 
they
 
understand
 
and
 
comply
 
with
 
the
 
legal
 
prohibitions
 
on
 
insider
 
trading.
 
This
 
Policy
 
and
 
the
Procedures are, in
 
part, intended to
 
assist Popular Insiders in
 
understanding and complying with
 
applicable insider
trading
 
laws
 
and
 
regulations.
 
Nevertheless,
 
the
 
ultimate
 
responsibility
 
for
 
complying
 
with
 
this
 
Policy
 
and
 
the
Procedures
 
and
 
avoiding
 
improper
 
transactions
 
and
 
other
 
violations
 
of
 
applicable
 
insider
 
trading
 
laws
 
and
regulations rests with the individual Popular Insider.
 
 
 
 
 
 
 
4
II.
DEFINITIONS
Popular
 
Insiders.
 
All directors,
 
officers
 
and
 
employees
 
of Popular,
 
whether
 
trading
 
on their
 
own behalf
 
or on
behalf of others, such as when trading for proprietary
 
or fiduciary accounts of Popular.
 
In certain circumstances
identified in this Policy, former directors, officers and employees of Popular
 
will be considered Popular Insiders.
Specifically-Designated Employees.
 
Certain officers
 
and employees
 
of Popular
 
(such as
 
members of
 
Popular’s
Disclosure Committee)
 
that, given
 
their access
 
to financial
 
and other
 
sensitive information
 
about Popular,
 
have
been (or may be)
 
specifically designated by Popular
 
from time to time
 
as being subject to
 
additional restrictions
regarding trading
 
in Popular
 
securities. The additional
 
restrictions, set forth
 
in the Procedures,
 
include blackout
period
 
restrictions
 
and
 
pre-clearance
 
requirements
 
with
 
respect
 
to
 
transactions
 
involving
 
Popular
 
securities,
comparable to those that are applicable to directors and executive officers
 
of Popular.
Popular. This term includes
 
Popular, Inc. and all its subsidiaries.
 
“securities of Popular”
 
and “Popular securities”.
 
These terms include
 
common stock, options
 
to purchase common
stock,
 
and
 
any
 
other
 
securities
 
that
 
may
 
be
 
issued
 
by
 
Popular,
 
including,
 
but
 
not
 
limited
 
to,
 
debt
 
securities,
preferred
 
stock,
 
convertible
 
debentures,
 
and
 
warrants,
 
as
 
well
 
as
 
derivative
 
securities
 
that
 
are
 
not
 
issued
 
by
Popular, such as exchange-traded put or
 
call options or swaps relating to the securities of Popular.
 
Material Information. Includes any
 
information that a reasonable investor would
 
consider important in making a
decision to buy, hold or sell
 
securities, or information that, if
 
disclosed, would be expected to
 
significantly change
the total
 
mix of
 
the information
 
in the
 
marketplace.
 
Any information
 
that could
 
be expected
 
to affect
 
a public
company’s share
 
price, whether it is positive
 
or negative, should be
 
considered to be Material Information.
 
If an
individual is unsure whether the information is material, the individual should
 
assume it is Material Information.
 
Material
 
Nonpublic
 
Information.
 
Refers
 
to
 
information
 
that
 
is
 
both
 
Material
 
Information
 
and
 
Nonpublic
Information.
Nonpublic
 
Information.
 
Refers to
 
information
 
that has
 
not been
 
disclosed
 
broadly to
 
the marketplace
 
(such
 
as
through a press release, an
 
SEC filing, a publicly accessible conference
 
call, webcast or similar method of
 
general
dissemination or circulation).
 
The fact that
 
information has been
 
disclosed to a
 
few members of
 
the public does
not
 
make
 
it
 
public
 
for
 
insider
 
trading
 
purposes.
 
For
 
information
 
to
 
be
 
considered
 
public,
 
it
 
must
 
be
 
widely
disseminated
 
in
 
a
 
manner
 
that
 
makes
 
it
 
generally
 
accessible
 
to
 
investors.
 
The
 
circulation
 
of
 
rumors,
 
even
 
if
accurate and
 
reported in
 
the media,
 
does not
 
constitute effective
 
dissemination.
 
Even after
 
such information
 
is
broadly
 
disclosed
 
to the
 
marketplace,
 
it is
 
deemed
 
nonpublic
 
until a
 
reasonable
 
period
 
of time
 
elapses for
 
the
investing public to
 
fully absorb it.
 
If an individual
 
is unsure about
 
whether the information
 
is public, the
 
individual
should assume it is nonpublic.
For specific
 
examples of
 
information
 
that ordinarily
 
would be
 
regarded as
 
material
 
to Popular,
 
or about
 
when
information is considered “public” for purposes of this Policy,
 
please refer to the Procedures.
 
5
III.
CONTENT
A.
LEGAL REFERENCES
The following are some of the most important laws and regulations that address insider
 
trading:
●
Section 17(a) of the Securities Act of 1933
●
Section 10(b) of the Securities Exchange Act of 1934 and SEC Rules 10b-5 and
 
10b5-1
●
Section 14(e) of the Securities Exchange Act of 1934 and SEC Rule 14e-3
●
Section 16 of the Securities Exchange Act of 1934 and the SEC Rules issued thereunder
●
Insider Trading Sanctions Act of 1984
●
Insider Trading and Securities Fraud Enforcement
 
Act of 1988
●
SEC Regulation FD (Fair Disclosure)
 
B.
POLICY PRINCIPLES
General Prohibitions. No Popular
 
Insider who is
 
aware of Material
 
Nonpublic Information relating to
 
Popular
may – either
 
directly or indirectly, such as
 
through or on
 
behalf of family
 
members or other
 
persons or entities
– (a) buy,
 
sell or transfer (including donations
 
and gifts) securities of Popular,
 
or engage in any other action
to
 
take
 
personal
 
advantage
 
of that
 
information,
 
or
 
(b)
 
pass that
 
information
 
on to
 
others
 
outside
 
Popular,
including,
 
but
 
not
 
limited
 
to,
 
family
 
members,
 
clients,
 
colleagues
 
and
 
friends,
 
whether
 
through
 
a
 
tip,
recommendation or opinion, until the information becomes public or is no longer
 
material.
In addition, Popular shall not
 
buy or sell securities
 
of Popular on the basis
 
of Material Nonpublic Information
and shall buy or sell securities of Popular in compliance with federal or state securities laws.
Popular Insiders must keep in mind that anyone scrutinizing their transactions will be doing so after the fact,
with the
 
benefit of
 
hindsight. Therefore,
 
as a
 
practical matter,
 
before engaging
 
in any
 
transaction, Popular
Insiders
 
should
 
carefully
 
consider
 
how
 
enforcement
 
authorities
 
and
 
others
 
might
 
view
 
the
 
transaction
 
in
hindsight, particularly in the closely scrutinized corporate environment.
 
Popular
 
expects
 
its
 
directors,
 
officers
 
and
 
employees
 
to
 
conduct
 
their
 
personal
 
financial
 
affairs
 
in
 
a
responsible
 
and
 
prudent
 
manner.
 
Popular’s
 
directors,
 
officers
 
and
 
employees
 
must
 
never
 
engage
 
in
investment
 
practices
 
that,
 
by nature
 
or practice
 
are, or
 
appear to
 
be, inconsistent
 
with
 
this Policy,
 
illegal,
improper, unethical or that present a real or
 
apparent conflict of interest.
Transactions that
 
may be necessary
 
or justifiable
 
for independent
 
reasons (such
 
as the need
 
to raise money
for a personal
 
emergency or required expenditure)
 
are not exempted
 
from the requirements
 
of applicable laws
and regulations
 
and the
 
requirements of
 
this Policy
 
and the
 
Procedures. Securities
 
laws and
 
regulations do
not
 
recognize
 
such
 
mitigating
 
circumstances
 
and,
 
in
 
any
 
event,
 
even
 
the
 
appearance
 
of
 
an
 
improper
transaction must be avoided to preserve Popular’s reputation for adhering to the highest standard of conduct.
 
 
 
 
 
 
6
Other Issuers’ Stock. During
 
employment or association with Popular,
 
a Popular Insider may gain
 
access to
Material Nonpublic Information in relation to other issuers, including, but not limited
 
to, customers, partners
and competitors of Popular. Trading or tipping on the securities
 
of these issuers while aware of
 
such Material
Nonpublic
 
Information
 
may
 
violate
 
federal
 
and
 
state securities
 
laws.
 
In
 
addition,
 
inappropriate
 
trading
 
or
tipping
 
by
 
Popular
 
Insiders
 
could
 
damage
 
Popular’s
 
customer
 
or
 
partner
 
relationships.
 
For
 
these
 
reasons,
Popular Insiders are prohibited from buying, selling or transferring (including donations and gifts) or tipping
on other
 
issuers’ securities
 
if the
 
person learns
 
of Material
 
Nonpublic Information
 
relating to
 
such issuers
through his/her employment or affiliation with Popular,
 
until the information becomes public or is no longer
material. Additional information on other issuers’ stock trading is available in
 
the Procedures.
Speculative
 
Transactions.
 
No
 
Popular
 
Insider
 
may
 
engage
 
in
 
speculative
 
transactions
 
with
 
securities
 
of
Popular (for example,
 
transactions in which
 
the Popular
 
Insider is
 
trying to profit
 
from short-term movements,
either increases
 
or decreases,
 
in the
 
price
 
of Popular
 
securities) or
 
other
 
transactions that
 
could
 
otherwise
give the appearance of
 
impropriety. Therefore,
 
Popular Insiders are prohibited
 
from engaging in hedging
 
or
monetization transactions such as zero-cost
 
collars and forward sale
 
contracts designed to hedge
 
or offset any
decrease
 
in
 
the
 
market
 
value
 
of
 
equity
 
securities
 
and
 
allow
 
the
 
holder
 
to
 
continue
 
to
 
own
 
the
 
underlying
securities,
 
but
 
without
 
the
 
full
 
rewards
 
and
 
risks
 
of
 
ownership.
 
Additional
 
information
 
and
 
examples
 
of
speculative transactions are included in the Procedures.
Authorized Disclosure. Popular
 
is required under federal
 
securities laws to avoid
 
the selective disclosure
 
of
Material Nonpublic Information. The announcement of
 
information regarding Popular should be
 
coordinated
with
 
Popular’s
 
Legal
 
Division,
 
the
 
Corporate
 
Communications
 
Division
 
and
 
the
 
Corporate
 
Comptroller
Division and may only be made by persons specifically authorized by Popular to
 
make such announcements.
Except
 
for
 
specifically
 
authorized
 
persons,
 
no
 
Popular
 
Insider
 
who
 
receives
 
or
 
has
 
access
 
to
 
Material
Nonpublic Information
 
may comment
 
on such
 
information or
 
on any
 
other that
 
could be
 
of significance
 
to
the investing public, at any time.
 
Additional information regarding the prohibition on the selective
 
disclosure
of Material Nonpublic Information is available in the Procedures.
C.
PROCESS
Clearance Procedures.
 
Because there are
 
many “gray” areas
 
in the law
 
of insider
 
trading, a Popular
 
Insider
should not
 
try to make
 
close calls about
 
what is legal
 
or illegal or
 
about what is
 
permitted or not
 
permitted
under this Policy and the Procedures by himself or herself. Popular
 
Insiders should always err on the side of
caution; either
 
refrain from executing
 
transactions or disclosing
 
Material Nonpublic
 
Information altogether
if there is any
 
question in their mind
 
about the propriety
 
of a particular
 
transaction or disclosure,
 
or consult
with
 
Popular’s
 
Legal
 
Division
 
with
 
respect
 
to
 
a
 
particular
 
transaction
 
or
 
disclosure
 
prior
 
to
 
execution
 
or
disclosure thereof.
 
Popular expects its
 
employees, directors
 
and officers
 
to become
 
familiar with and
 
abide
by
 
Popular’s
 
clearance
 
procedures,
 
as
 
defined
 
in
 
the
 
Procedures.
 
In
 
all
 
cases,
 
the
 
responsibility
 
for
determining
 
whether
 
an
 
individual
 
is
 
in
 
possession
 
of
 
Material
 
Nonpublic
 
Information
 
rests
 
with
 
that
individual, and any
 
action on the part of
 
Popular, Popular’s
 
Legal Division or any
 
other employee, attorney
or director
 
pursuant to
 
this Policy
 
(or otherwise)
 
does not
 
in any
 
way insulate
 
an individual
 
from liability
under applicable securities laws.
Inadvertent Disclosures. Should a
 
Popular Insider inadvertently comment
 
on stock price movement, rumors
or
 
otherwise
 
disclose
 
Material
 
Nonpublic
 
Information
 
to
 
a
 
third
 
party,
 
he
 
or
 
she
 
should
 
promptly
 
notify
Popular through Popular’s Legal Division.
 
 
 
7
D.
SCOPE
This Policy
 
applies to
 
all Popular
 
Insiders. The
 
Policy also
 
applies to
 
a Popular
 
Insider’s family
 
members
who reside
 
with him
 
or her,
 
and any
 
family members
 
whose transactions
 
in Popular
 
securities are
 
directed
by the Popular Insider or are subject to the Popular Insider’s influence or control (such as parents or children
of
 
a
 
Popular
 
Insider
 
who
 
consult
 
with
 
him/her
 
before
 
trading
 
in
 
Popular
 
securities),
 
even
 
if
 
such
 
family
members do not live in the Popular Insider’s household. Popular Insiders are responsible for the transactions
of these other
 
persons and should
 
therefore make them
 
aware of
 
the need
 
to confer with
 
them before
 
executing
any transaction in securities of Popular.
Notwithstanding the
 
foregoing, if a
 
Popular Insider certifies
 
in writing that
 
(a) the Popular
 
Insider does not
influence the
 
investment decisions
 
of his/her
 
dependent(s) or
 
family member(s)
 
who reside(s)
 
with him
 
or
her (other than his/her spouse),
 
and (b) the dependent(s) or family
 
member(s) who reside(s) with him
 
or her
(other than
 
the Popular
 
Insider’s spouse)
 
do(es) not
 
make decisions,
 
in whole
 
or in
 
part, upon
 
information
that
 
the
 
Popular
 
Insider
 
has
 
provided
 
or provides,
 
Popular’s
 
Legal
 
Division
 
may,
 
in
 
its sole
 
and
 
absolute
discretion, determine that
 
such dependent(s) or family
 
member(s) who reside(s)
 
with him or her
 
will not be
considered “Popular Insiders” subject to the restrictions set forth in this Policy and the Procedures. For more
information on this certification, please refer to Attachment A to the Procedures.
Application of Policy
 
after Termination of Employment. If
 
a Popular Insider’s employment
 
or affiliation with
Popular terminates at a
 
time when he
 
or she has
 
or thinks he
 
or she may have
 
Material Nonpublic Information
about Popular
 
or its
 
customers, partners
 
or competitors,
 
the prohibition
 
on trading
 
on such
 
information set
forth in this Policy and as contemplated in applicable insider trading laws and regulations will continue until
such information becomes public or is no longer material.
 
Additional
 
Restrictions.
 
IN
 
ADDITION
 
TO
 
THE
 
RESTRICTIONS
 
SET
 
FORTH
 
IN
 
THIS
 
POLICY,
CERTAIN
 
POPULAR INSIDERS, SUCH AS POPULAR’S DIRECTORS AND
 
EXECUTIVE OFFICERS,
EMPLOYEES
 
OF
 
POPULAR
 
SECURITIES,
 
LLC
 
(“POPULAR
 
SECURITIES
 
EMPLOYEES”),
EMPLOYEES OF
 
POPULAR ASSET
 
MANAGEMENT
 
LLC (“PAM
 
EMPLOYEES”),
 
AND CERTAIN
SPECIFICALLY
 
-DESIGNATED
 
EMPLOYEES,
 
ARE
 
SUBJECT
 
TO
 
ADDITIONAL
 
RESTRICTIONS
AND
 
PROCEDURES,
 
INCLUDING
 
CERTAIN
 
BLACKOUT
 
PERIODS
 
AND
 
PRE-CLEARANCE
REQUIREMENTS WITH
 
RESPECT TO
 
TRANSACTIONS INVOLVING
 
SECURITIES OF POPULAR.
FOR FURTHER
 
INFORMATION
 
REGARDING THESE
 
ADDITIONAL RESTRICTIONS,
 
OR WHO IS
SUBJECT TO SUCH RESTRICTIONS, PLEASE REFER TO
 
SECTION IV BELOW.
E.
SANCTIONS
Civil and Criminal Penalties. The consequences of engaging in insider trading violations
 
or tipping can be
severe. Persons violating insider trading laws and regulations can be subject
 
to an array of civil and
criminal penalties and regulatory sanctions. Potential repercussions include:
i.
Criminal fines and penalties for individuals, regardless of whether a sizable profit
 
or any profit at all
was made and possible incarceration;
ii.
Return of profits gained or losses avoided and interest thereon (in unlawful
 
tipping situations, tippees
may be subject to disgorgement and disgorgement
 
of both the tipper’s and tippees’ profits may be
obtained from the tipper);
iii.
Civil penalties (additional civil penalties may be applicable against registered
 
securities professionals
if such professionals willfully aid and abet securities law violations);
 
 
 
 
 
8
iv.
Injunctions against future violations or cease and desist proceedings;
v.
Temporary or permanent
 
bars from serving as a director or officer of a publicly traded company;
vi.
Bars or suspensions from practicing before the SEC for certain professionals; and
vii.
Civil liability in private lawsuits.
Popular
 
may
 
also
 
be
 
required
 
to
 
pay
 
major
 
civil
 
or
 
criminal
 
penalties,
 
because
 
employers
 
and
 
other
controlling
 
persons
 
(including
 
supervisory
 
personnel)
 
who
 
are
 
deemed
 
to
 
have
 
recklessly
 
failed
 
to
 
take
preventive steps to control insider trading may,
 
among other things, face civil and/or criminal penalties.
Thus,
 
it is
 
important
 
to both
 
the Popular
 
Insider
 
and
 
Popular that
 
insider
 
trading violations
 
do
 
not occur.
Popular Insiders should be aware that stock market surveillance techniques are becoming more sophisticated
all the time, and the chance that authorities will detect and prosecute small-level trading
 
is significant.
Discipline.
 
Ultimately,
 
the
 
responsibility
 
for
 
adhering
 
to
 
this
 
Policy
 
and
 
the
 
Procedures,
 
and
 
any
 
related
procedures or guidelines,
 
will rest with each
 
individual Popular Insider.
 
Therefore, violations of
 
this Policy
or any federal or state insider trading law or regulation by any Popular Insider may,
 
in the case of a director,
subject the director to dismissal proceedings and, in the case of an officer or employee, subject the officer or
employee to disciplinary action by Popular,
 
up to and including termination for cause.
F.
NON-COMPLIANCE NOTIFICATIONS
Any
 
Popular
 
Insider
 
who
 
violates
 
this
 
Policy
 
or
 
any
 
federal
 
or
 
state
 
insider
 
trading
 
law
 
or
 
regulation,
 
or
knows of any such violation by any other Popular Insider, must report the situation
 
immediately to Popular’s
Ethics
 
Officer.
 
He
 
or
 
she
 
may
 
also
 
report
 
such
 
violation
 
anonymously
 
through
 
EthicsPoint
 
at
www.popular.com/ethicspoint
 
-en (English), www.popular.com/ethicspoint
 
(Spanish), or by
 
calling toll free
1-866-737-6813 from Puerto Rico, the United
 
States or the U.S. Virgin Islands; 1-833-416-6777 from Puerto
Rico; 1-833-439-1392 from
 
the British
 
Virgin Islands; 01-800-519-0915 from Colombia
 
and 0-800-032-0114
from
 
Costa
 
Rica
 
.
 
Upon
 
determining
 
that
 
any
 
such
 
violation
 
has
 
occurred,
 
Popular’s
 
Ethics
 
Officer,
 
in
consultation with Popular’s Chief Legal Officer, will determine whether Popular should release any material
nonpublic information
 
and, when
 
required by
 
applicable law,
 
shall cause
 
Popular to
 
report the
 
violation to
the SEC or other appropriate governmental authority.
IV.
DELEGATION OF AUTHORITY/RESPONSIBILITIES
Popular Insiders. All Popular Insiders are responsible for complying
 
with this Policy and the
Procedures at all times.
Directors and Executive
 
Officers. In addition
 
to complying with
 
this Policy
 
and the Procedures,
 
Directors
and
 
Executive
 
Officers
 
of
 
Popular
 
are
 
subject
 
to
 
additional
 
restrictions
 
and
 
procedures,
 
including
requirements
 
regarding
 
the
 
filing
 
of
 
public
 
reports
 
of
 
beneficial ownership
 
and
 
changes
 
in
 
beneficial
ownership with
 
the SEC,
 
short swing
 
profit provisions
 
and certain
 
blackout periods
 
and pre-clearance
procedures. These restrictions
 
and procedures are
 
set forth in Popular’s
 
Director and Executive
 
Officer
Guide
 
to
 
Complying
 
with
 
Certain
 
Provisions
 
of
 
the
 
U.S.
 
Federal
 
Securities
 
Laws.
 
Directors
 
and
executive officers
 
of Popular
 
should refer
 
to the
 
Guide to
 
ensure their
 
understanding of
 
the additional
requirements and procedures they are subject to.
 
 
 
 
 
 
 
 
 
9
Popular Securities
 
Employees.
 
In addition
 
to complying
 
with this
 
Policy and
 
the Procedures,
 
Popular
Securities Employees are also subject
 
to the stock trading
 
restrictions and procedures set
 
forth in Popular
Securities’ Compliance Manual.
 
Popular Securities Employees
 
should refer to
 
the Compliance Manual
to review and ensure their understanding of the additional requirements and procedures they are subject
to.
PAM
 
Employees. In
 
addition to
 
complying with
 
this Policy
 
and the
 
Procedures, PAM
 
Employees are
also subject to
 
the stock trading restrictions
 
and procedures set forth
 
in the Code
 
of Ethics for the
 
Popular
Family
 
of
 
Funds.
 
PAM
 
Employees
 
should
 
refer
 
to
 
the
 
Code
 
of
 
Ethics
 
to
 
review
 
and
 
ensure
 
their
understanding of the additional requirements and procedures they are
 
subject to.
Specifically-Designated
 
Employees.
 
In
 
addition
 
to
 
complying
 
with
 
this
 
Policy
 
and
 
the
 
Procedures,
Specifically-Designated
 
Employees
 
are
 
subject
 
to
 
certain
 
black-out
 
periods
 
and
 
pre-clearance
procedures that are particularly
 
covered in the Procedures. The
 
additional restrictions and requirements
applicable to Specifically-Designated Employees are set forth in Attachment
 
C to the Procedures.
Popular Legal
 
Division. As
 
per the
 
Procedures, the
 
Popular Legal
 
Division is
 
responsible for
 
clearing
those transactions
 
and/or disclosures as
 
to which they
 
are consulted by
 
Popular Insiders. They
 
are also
responsible for pre-clearing
 
all transactions in Popular
 
securities conducted by Specifically-Designated
Employees.
Popular’s
 
Chief Legal
 
Officer.
 
As per
 
the Procedures,
 
the Chief
 
Legal Officer
 
is responsible
 
for
 
pre-
clearing all transactions
 
in Popular securities
 
conducted by Popular
 
directors and executive
 
officers, as
well as Pre-Arranged Trading Program participation requests submitted pursuant to Attachment B
 
of the
Procedures.
Popular’s
 
Ethics
 
Officer.
 
The
 
Popular
 
Ethics
 
Officer
 
is
 
responsible
 
for
 
handling
 
non-compliance
notifications and consulting with the
 
Chief Legal Officer –
 
as appropriate – on
 
the merits of
 
such notices.
d924089dex191p1i0
10
INSIDER TRADING PROCEDURES
Responsible Unit: Legal Division
Data Classification Level: 3 – Internal Use
Latest Revision Date: December 2024
Next Revision Date: December 2025
11
INTRODUCTION
Popular, Inc.
 
has adopted an
 
Insider Trading
 
Policy (the “Policy”)
 
to create awareness
 
among Popular
 
Insiders as to
both the most important insider trading concepts and the
 
severe consequences and penalties associated with violations
of the insider trading laws.
 
In adopting the Policy,
 
Popular also intended to prevent
 
even the appearance of improper
conduct on the part of its employees, directors and officers.
 
The Policy contains high-level principles that establish Popular’s
 
position with respect to insider trading and
 
tipping.
The Policy further directs Popular Insiders to refer to these Insider
 
Trading Procedures (the “Procedures”) for
 
further
guidance
 
on
 
certain
 
subjects.
 
In
 
accordance
 
with
 
such
 
mandate,
 
these
 
Procedures
 
more
 
specifically
 
address
 
the
following topics:
●
Types of information
 
that may be considered
material.
●
When information is considered
public.
●
Types of transactions that are considered
speculative
, or are
 
otherwise prohibited because they
 
may give
the appearance of impropriety.
●
Exceptions
 
to the restrictions on transactions involving securities of Popular.
●
The
clearance procedures
 
that must be followed to address questions or concerns about the possession
of material nonpublic information.
●
The handling of
inquiries
 
from analysts, investors, the press, etc.
●
Additional restrictions
, including
black-out periods and
 
pre-clearance requirements
, applicable to
directors
 
and
 
executive
 
officers,
 
employees
 
of
 
Popular
 
Securities
 
(“Popular
 
Securities
 
Employees”),
employees
 
of
 
Popular
 
Asset
 
Management,
 
LLC
 
(“PAM”)
 
(“PAM
 
Employees”)
 
and
 
Specifically-
Designated Employees.
Although these Procedures seek to provide further guidance to those subject
 
to the Policy, neither the Policy nor these
Procedures are intended to replace the responsibility of every director, officer,
 
employee or any other Popular Insider
to ensure that they understand
 
and comply with insider trading
 
laws and regulations. Any action
 
by Popular, Popular’s
Legal Division
 
or any
 
other employee,
 
executive officer,
 
attorney and/or
 
director of
 
Popular pursuant
 
to the
 
Policy
and
 
these
 
Procedures
 
(or
 
otherwise)
 
does
 
not
 
in
 
any
 
way
 
insulate
 
an
 
individual
 
from
 
liability
 
under
 
applicable
securities
 
laws.
 
Each
 
individual
 
Popular
 
Insider
 
is ultimately
 
responsible
 
for
 
complying
 
with
 
the
 
Policy
 
and
 
these
Procedures and avoiding improper transactions and other
 
violations of applicable insider trading laws
 
and regulations.
Capitalized terms not
 
otherwise defined in
 
these Procedures shall
 
have the meaning
 
assigned to
 
such term in
 
the Policy.
WHAT INFORMATION
 
IS CONSIDERED MATERIAL
 
The Policy
 
defines Material
 
Information as
 
any information
 
that a
 
reasonable investor
 
would consider
 
important in
making a decision
 
to buy,
 
hold or sell
 
securities, or information
 
that, if disclosed
 
would be expected
 
to significantly
change
 
the total
 
mix of
 
information
 
in the
 
marketplace.
 
Any information
 
that could
 
be expected
 
to affect
 
a public
company’s
 
share price,
 
whether it
 
is positive
 
or negative,
 
should
 
be considered
 
material. It
 
further
 
directs Popular
Insiders to refer to
 
these Procedures for specific examples
 
of information that ordinarily
 
would be regarded as
 
material
to Popular.
 
Pursuant to this mandate, the following is a list of some of the most prevalent examples
 
of Material Information:
12
●
Projections of Popular’s future earnings or losses, or other earnings
 
guidance;
●
Earnings that are inconsistent with Popular’s prior performance
 
or the consensus expectations of the
investment community;
●
Potentially significant problems in Popular’s loan portfolio, including
 
non-accrual or foreclosure situations;
●
Potential liquidity problems and/or with the availability or lack of availability
 
of credit;
●
A pending or proposed merger,
 
acquisition or tender offer;
●
A significant sale of assets or the sale of a significant subsidiary;
●
A change in dividend policy,
 
the declaration of a stock split, or an offering of additional securities;
●
An actual or threatened significant litigation or government investigation,
 
or the resolution of such
litigation or government investigation;
 
●
A significant new product or service;
 
●
A change in senior management;
●
A significant change in Popular’s strategic plans;
●
Significant regulatory developments or enforcement or other actions by
 
regulatory bodies involving
Popular;
●
Significant developments regarding customers or suppliers of Popular (such
 
as the acquisition or loss of a
significant client or contract);
●
A change in Popular’s independent auditors, a notification
 
from the independent auditor that Popular may
no longer rely on an independent auditor’s report or the determination
 
by the auditor of the existence of a
material weakness;
●
An imminent change in Popular’s credit rating by a rating
 
agency;
●
Voluntary
 
calls of debt or preferred stock of Popular; or
●
Significant cybersecurity incidents.
The above
 
list is only
 
illustrative; many
 
other types
 
of information
 
may be
 
considered “material”
 
depending on
 
the
circumstances.
 
When in
 
doubt as
 
to whether
 
information
 
in their
 
possession could
 
be considered
 
material, Popular
Insiders should assume the information is material and contact Popular’s
 
Legal Division.
WHEN IS INFORMATION
 
CONSIDERED “PUBLIC”
The Policy specifically establishes that
 
if a Popular Insider becomes
 
aware of Material Nonpublic Information,
 
he or
she may not trade
 
until the information becomes
 
public; that is, until
 
such information has been
 
disclosed broadly to
the
 
marketplace
 
(such
 
as through
 
a press
 
release,
 
an
 
SEC filing,
 
a
 
publicly
 
accessible
 
conference
 
call or
 
a similar
method of general dissemination
 
or circulation) and the
 
investing public has
 
had time to
 
fully absorb such
 
information.
 
 
 
13
It further
 
directs Popular
 
Insiders
 
to refer
 
to these
 
Procedures for
 
additional guidance
 
on when
 
information
 
can be
considered “public.”
 
To avoid the appearance of impropriety,
 
as a general rule, information should not be considered fully absorbed by the
marketplace until
 
after the completion
 
of the
second business day
 
after the information
 
is released. For
 
example, if
Popular were
 
to make an
 
announcement on a
 
Monday before the
 
market opens, Popular
 
Insiders should not
 
trade in
Popular securities
 
until Wednesday.
 
If an
 
announcement were
 
made on
 
a Monday
 
after the market
 
opens, however,
Popular Insiders
 
should not
 
trade in
 
Popular securities
 
until Thursday.
 
If an
 
announcement were
 
made on
 
a Friday
before the
 
market opens, Tuesday
 
generally would
 
be the first
 
eligible trading
 
day,
 
while if the
 
announcement were
made on Friday
 
after the market opens,
 
Wednesday
 
would generally be
 
the first eligible
 
trading day.
 
When in doubt
as to whether
 
information in their
 
possession is public,
 
Popular Insiders should
 
assume the information
 
is nonpublic
and contact Popular’s Legal Division.
WHO ARE CONSIDERED “POPULAR INSIDERS”
The Policy provides
 
that the term
 
“Popular Insider” applies
 
to all directors,
 
officers and employees of
 
Popular, whether
trading
 
on
 
their
 
own
 
behalf
 
or
 
on
 
behalf
 
of
 
others,
 
such
 
as
 
when
 
trading
 
for
 
proprietary
 
or
 
fiduciary
 
accounts
 
of
Popular.
 
The Policy
 
also provides that
 
it applies to
 
a Popular
 
Insider’s family
 
members who reside
 
with him or
 
her,
and any family members whose transactions in securities of Popular are directed by the Popular Insider or are subject
to the Popular Insider’s influence or
 
control (such as parents or
 
children of a Popular Insider
 
who consult with him/her
before trading in securities of Popular), even if such family members do not
 
live in the Popular Insider’s household.
Notwithstanding the
 
foregoing, the
 
Policy provides
 
that if
 
a Popular
 
Insider certifies
 
in writing
 
that (a)
 
the Popular
Insider does
 
not influence
 
the investment
 
decisions of
 
his/her dependent(s)
 
or family
 
member(s) who
 
reside(s) with
him or
 
her (other
 
than his/her
 
spouse), and
 
(b) the dependent(s)
 
or family
 
member(s) who
 
reside(s) with
 
him or her
(other than
 
the Popular
 
Insider’s spouse)
 
do(es) not
 
make decisions,
 
in whole
 
or in
 
part, upon
 
information that
 
the
Popular Insider has provided or provides, Popular’s Legal Division may, in its sole and absolute discretion, determine
that such
 
dependent(s)
 
or family
 
member(s)
 
who reside(s)
 
with him
 
or her
 
will not
 
be considered
 
Popular Insiders
subject to the restrictions set forth in the Policy and these Procedures. Such request and certification shall be made by
the
 
Popular
 
Insider
 
using
 
the
 
form
 
included
 
as
 
Attachment
 
A
 
to
 
these
 
Procedures.
 
If
 
at
 
any
 
time
 
the
 
facts
 
and
circumstances
 
presented
 
in
 
the
 
request
 
and
 
certification
 
change,
 
the
 
Popular
 
Insider
 
must
 
notify
 
Popular’s
 
Legal
Division and presume
 
that his/her dependent(s)
 
or family member(s)
 
who reside(s) with
 
him or her is(are)
 
a Popular
Insider subject to the restrictions set forth in the Policy and these Procedures.
SPECULATIVE TRANSACTIONS
The Policy specifically
 
provides that no
 
Popular Insider may
 
engage in speculative
 
transactions in securities
 
of Popular
(for example, transactions in which the Popular Insider is
 
trying to profit from short-term movements, either increases
or decreases,
 
in the
 
price of
 
securities of
 
Popular) and
 
other transactions
 
that may
 
otherwise give
 
the appearance
 
of
impropriety.
 
Pursuant to
 
the Policy,
 
the following
 
is a
 
list of
 
the most
 
prevalent transactions
 
that Popular
 
considers
speculative or that are otherwise prohibited because they may create
 
the appearance of impropriety:
(a)
Short Sales:
Short sales
 
of securities
 
of Popular,
 
that is,
 
sales of
 
securities of
 
Popular which
 
are not
 
then
owned, including a
 
“sale against the
 
box” (a sale
 
with delayed delivery),
 
are transactions whereby
 
a person
will benefit from a decline in the price of the securities of Popular. These transactions generally signal to the
market that
 
the seller has
 
no confidence
 
in Popular or
 
its short-term
 
prospects. In addition,
 
short sales may
reduce the seller’s incentive to improve Popular’s
 
performance. For these reasons, Popular Insiders may
 
not
engage in short sales of securities of Popular.
(b)
Options and derivative securities:
A transaction in options
 
is, in effect, a
 
bet on the short-term
 
movement
of
 
securities
 
of
 
Popular
 
and
 
therefore
 
creates
 
the
 
appearance
 
that
 
the
 
Popular
 
Insider
 
is
 
trading
 
based
 
on
inside information.
 
Transactions in
 
options may
 
also focus
 
the transacting
 
person’s
 
attention on
 
short-term
performance at
 
the expense
 
of Popular’s
 
long-term prospects.
 
For these
 
reasons, Popular
 
Insiders may
 
not
 
 
 
 
 
 
14
engage in transactions
 
in options
 
and other derivative
 
securities based on
 
securities of Popular
 
on an exchange
or in any other organized market.
(c)
Certain
 
hedging
 
transactions:
Certain
 
forms
 
of
 
hedging
 
or
 
monetization
 
transactions,
 
such
 
as
 
zero-cost
collars
 
and
 
forward
 
sale
 
contracts,
 
allow
 
a
 
stockholder
 
to
 
lock
 
in
 
much
 
of
 
the
 
value
 
of
 
his
 
or
 
her
 
stock
holdings,
 
often
 
in
 
exchange
 
for
 
all
 
or
 
part
 
of
 
the
 
potential
 
for
 
upside
 
appreciation
 
in
 
the
 
stock.
 
These
transactions allow
 
the holder to
 
continue to own
 
the underlying securities,
 
but without the
 
full rewards
 
and
risks of ownership. When that occurs,
 
the owner may no longer have
 
the same objectives as Popular’s other
shareholders.
 
For
 
this
 
reason,
 
Popular
 
Insiders
 
may
 
not
 
engage
 
in
 
any
 
such
 
hedging
 
or
 
monetization
transactions involving securities of Popular.
Please
 
be
 
advised
 
that
 
any
 
other
 
type
 
of
 
speculative
 
transaction
 
in
 
securities
 
of
 
Popular
 
by
 
a
 
Popular
 
Insider
 
is
prohibited under the Policy and these Procedures. If uncertain as to whether a
 
particular transaction is speculative for
purposes of the
 
Policy and these
 
Procedures, Popular Insiders should
 
assume it is
 
speculative and contact the
 
Popular’s
Legal Division for guidance.
Exceptions
The prohibition on trading
 
in securities of Popular
 
set forth in both
 
the Policy and these Procedures
 
is not applicable
to the following transactions:
(a)
The
 
exercise
 
of
stock
 
options
 
under
 
Popular’s
 
2004
Omnibus
 
Incentive
 
Plan
,
 
the
Popular,
 
Inc.
 
2020
Omnibus Incentive Plan
 
or any other plan
 
adopted by Popular or
 
that may be adopted
 
by Popular in the
 
future
that provides for the issuance
 
of stock options, since Popular
 
is the other party to
 
the transaction and the price
does not vary with
 
the market but is
 
fixed by the terms
 
of the option agreement.
 
Such prohibition is, however,
applicable
 
to
 
the
 
Popular
 
Insider’s
 
transfer
 
to
 
a
 
third
 
party
 
or
 
sale
 
of
 
any
 
such
 
shares
 
acquired
 
upon
 
the
exercise of stock options;
(b)
The grant by
 
Popular of
restricted stock
 
or restricted stock
 
units under
Popular’s
 
2004 Omnibus Incentive
Plan, the
 
Popular,
 
Inc. 2020
 
Omnibus Incentive
 
Plan
 
or any
 
other plan
 
adopted by
 
Popular or
 
that may be
adopted by Popular in the future that provides for the issuance of restricted stock to certain of its executives,
officers and other
 
key employees. Such prohibition
 
is, however,
 
applicable to the
 
Popular Insider’s transfer
to a
 
third
 
party or
 
sale of
 
any such
 
shares (unless
 
it involves
 
a sale
 
of a
 
portion
 
of the
 
restricted stock
 
or
restricted stock unit award and such sale had been
 
previously approved by the Popular Insider
 
at the time of
the award in order
 
to obtain required funds to
 
pay any withholding tax
 
requirement, and at the time
 
the sale
was
 
approved
 
by
 
the
 
Popular
 
Insider
 
he
 
or
 
she
 
was
 
not
 
aware
 
of
 
any
 
Material
 
Nonpublic
 
Information
regarding Popular);
(c)
The
periodic contributions
 
made by Popular or its employees to purchase shares of Popular
common stock
under the
Popular,
 
Inc. Puerto
 
Rico Savings
 
and Investment
 
Plan, Popular,
 
Inc. USA
 
401(K) Savings
 
and
Investment
 
Plan,
 
Popular,
 
Inc.
 
Puerto
 
Rico
 
Nonqualified
 
Deferred
 
Compensation
 
Plan,
 
Popular
 
North
America Deferral Plan and any
 
other retirement, savings or other
 
comparable plan adopted by Popular
 
or that
may be adopted by
 
Popular in the
 
future, pursuant to the
 
terms and conditions
 
of such plans
 
or the employees’
advance
 
instructions.
 
Such
 
prohibition
 
is,
 
however,
 
applicable
 
to
 
the
 
Popular
 
Insider’s
 
initial
 
election
 
to
participate
 
and
 
purchase
 
shares under
 
the
 
plan,
 
any
 
changes in
 
the
 
instructions
 
regarding
 
the
 
purchase
 
of
shares of Popular common
 
stock pursuant to such plans and
 
to the Popular Insider’s
 
transfer to a third party
or any sale of shares of Popular common stock held under such plans; and
(d)
The
purchase
 
of shares of
 
Popular
common stock
 
pursuant to Popular’s
Dividend Reinvestment and
 
Stock
Purchase
 
Plan
 
resulting from
 
(i) a
 
Popular Insider’s
 
reinvestment of
 
dividends paid
 
on Popular’s
 
common
stock
 
under
 
the
 
plan,
 
or
 
(ii)
 
additional
 
periodic
 
contributions
 
made
 
by
 
the
 
Popular
 
Insider
 
to
 
purchase
additional shares under the plan. Such prohibition is, however, applicable to the Popular Insider’s election to
participate in
 
the plan, any
 
changes in the
 
instructions regarding
 
the periodic purchase
 
of shares of
 
Popular
 
15
common
 
stock pursuant
 
to such
 
plans and
 
to
 
the Popular
 
Insider’s
 
transfer
 
to
 
a third
 
party
 
or sale
 
of any
shares of Popular common stock purchased under the plan.
 
(e)
Prearranged
 
trading
 
programs.
 
Notwithstanding
 
the
 
prohibition
 
set
 
forth
 
in
 
these
 
Procedures
 
against
insider trading, SEC
 
Rule 10b5-1 and
 
these Procedures permit
 
Popular Insiders to
 
enter into transactions in
Popular securities regardless
 
of their awareness
 
of inside information
 
if (i) the transaction
 
is made pursuant
to a
 
pre-arranged trading plan
 
that was
 
entered into when
 
the Popular
 
Insider was
 
not in
 
possession of
 
Material
Nonpublic
 
Information
 
relating
 
to
 
Popular
 
(the
 
“Prearranged
 
Trading
 
Program”)
 
and
 
(ii)
 
the
 
Prearranged
Trading Program meets each of the conditions
 
set forth below:
1.
The
 
Prearranged
 
Trading
 
Program
 
must
 
be
 
in
 
writing,
 
substantially
 
in
 
the
 
form
 
included
 
in
Attachment B to these Procedures, or in a form approved by the Chief Legal Officer, adopted when
the Popular Insider was not
 
aware of Material Nonpublic Information,
 
and entered into in
 
good faith
and not as part of a plan or scheme to evade prohibitions of SEC Rule 10b-5.
 
2.
Subject to
 
certain limited
 
exceptions set
 
forth in
 
SEC Rule
 
10b5-1, the
 
Insider may
 
not have
 
any
other
 
outstanding
 
or
 
overlapping
 
contract,
 
instruction
 
or
 
plan
 
under
 
Rule
 
10b5-1(c)
 
to
 
trade
 
in
Popular
 
securities,
 
and
 
may
 
not
 
enter
 
into
 
any
 
such
 
other
 
overlapping
 
arrangement
 
to
 
trade
 
in
Popular securities.
 
3.
The Prearranged
 
Trading
 
Program is
 
the Popular
 
Insider’s only
 
“single-trade” trading
 
plan within
any 12-month
 
period. A “single-trade”
 
plan is one
 
designed to effect
 
the open-market
 
purchase or
sale of the total amount of securities to be purchased or sold in a single transaction.
 
4.
The Prearranged
 
Trading Program
 
includes a written
 
certification by
 
the Insider indicating
 
that he
or she (x)
 
is not aware
 
of Material Nonpublic
 
Information about
 
the issuer or
 
its securities and
 
(y)
is adopting
 
or modifying
 
the plan
 
in good
 
faith and
 
not
 
as part
 
of a
 
plan or
 
scheme to
 
evade the
prohibitions of SEC Rule 10b-5.
5.
The Prearranged Trading Program:
 
(x) specifies the amount of securities
 
to be purchased or sold and
 
the price at which and date
on which the securities were to be purchased or sold; or
 
(y) Includes a
 
written formula or algorithm,
 
or computer program,
 
for determining the
 
amount
of securities to be
 
purchased or sold and the price
 
at which and the date
 
on which the securities were
to be purchased or sold; or
 
 
(z)
 
Does
 
not
 
permit
 
the
 
person
 
to
 
exercise
 
any
 
subsequent
 
influence
 
over
 
how,
 
when,
 
or
whether to effect purchase or sales; provided, in
 
addition, that any other person
 
who, pursuant to the
Prearranged Trading Program, did exercise such influence
 
must not be aware
 
of Material Nonpublic
Information.
6.
The Prearranged Trading Program does not permit
 
the Popular Insider, after the plan’s
 
adoption, to
alter or deviate from the
 
plan to purchase or sell
 
securities (whether by changing
 
the amount, price
or timing
 
of the
 
purchase or
 
sale) without
 
formally amending
 
the plan,
 
or to
 
enter into
 
or alter
 
a
corresponding or hedging transaction or position with respect to those securities.
7.
The first trade under the adopted or modified Prearranged Trading Program does not occur until the
applicable
 
cooling-off
 
period
 
has
 
expired.
 
For
 
directors
 
and
 
Section
 
16
 
officers,
 
the
 
cooling-off
period
 
is
 
the
 
later
 
of
 
(i)
 
90
 
days
 
after
 
the
 
adoption
 
or
 
modification
 
of
 
the
 
Prearranged
 
Trading
Program or (ii) two business days following the filing of the Form 10-Q or Form 10-K for the
 
fiscal
 
 
 
16
quarter
 
in
 
which
 
the
 
Prearranged
 
Trading
 
Program
 
was
 
adopted
 
or
 
modified.
 
In
 
any
 
event,
 
the
required cooling-off period applicable to directors and Section 16 officers is not to exceed 120 days
following
 
adoption
 
or modification
 
of
 
the
 
Prearranged
 
Trading
 
Program.
 
For
 
Insiders
 
other
 
than
directors or
 
Section 16
 
officers, the
 
applicable cooling
 
-off period
 
is 30
 
days after
 
the adoption
 
or
modification of the Prearranged Trading
 
Program.
 
The Popular Insider must act in good
 
faith with respect to the
 
Prearranged Trading Program through the term
of the Plan.
 
A Popular Insider who wishes to enter into, amend or terminate a Prearranged Trading Program must submit
the trading plan
 
to Popular’s Chief
 
Legal Officer
 
for approval prior
 
to adoption, amendment
 
or termination
of the trading plan. Such request for approval,
 
amendment or termination of a trading plan shall be made by
the
 
Popular
 
Insider
 
using
 
the form
 
included
 
in
 
Attachment
 
B-1
 
to
 
these
 
Procedures.
 
The
 
approval
 
of
 
the
entering
 
into,
 
amendment
 
or
 
termination
 
is
 
subject
 
to
 
the
 
sole
 
and
 
absolute
 
discretion
 
of
 
Popular’s
 
Chief
Legal Officer.
 
The entering into, amendment or termination of a Prearranged Trading
 
Program by a director
or Section 16 officer, as well as
 
trades made pursuant to such program,
 
are subject to disclosure requirements
under SEC rules.
Prearranged Trading
 
Programs may
 
not be
 
adopted, amended
 
or terminated
 
when the
 
Popular Insider
 
is in
possession of Material
 
Nonpublic Information
 
about Popular.
 
A Popular
 
Insider may only
 
adopt, amend
 
or
terminate his or her trading plan during periods when trading in securities of Popular is permitted to Popular
Insiders in accordance with the Policy and these Procedures and any other applicable requirement applicable
to directors,
 
executive officers,
 
employees of
 
Popular Securities,
 
PAM
 
Employees
 
and other
 
Specifically-
Designated Employees.
CLEARANCE PROCEDURES AND CONTACTS
The
 
Policy
 
specifically
 
directs
 
Popular
 
Insiders
 
to
 
review
 
these
 
Procedures
 
for
 
additional
 
guidance
 
on
 
Popular’s
approved clearance procedures.
 
Popular Insiders are
 
not all subject to
 
a general pre-clearance
 
requirement for trades
in
 
securities
 
of
 
Popular.
 
Nonetheless,
 
Popular
 
directors,
 
executive
 
officers
 
and
 
other
 
Specifically-Designated
Employees are subject to black-out periods and pre-clearance procedures
 
that are referenced or discussed below.
In
 
accordance
 
therewith,
 
and
 
to
 
prevent
 
insider
 
trading
 
by
 
Popular
 
Insiders,
 
Popular
 
has
 
adopted
 
the
 
following
procedures:
 
Trading
If
 
uncertain
 
whether
 
the
 
information
 
they
 
possess
 
is
 
Material
 
Nonpublic
 
Information,
 
or
 
whether
 
a
 
proposed
transaction
 
constitutes
 
trading
 
upon
 
Material
 
Nonpublic
 
Information,
 
Popular
 
Insiders
 
should
 
not
 
engage
 
in
 
such
transaction (including transactions in securities of Popular (or those of another company which is a customer,
 
partner
or
 
competitor
 
of
 
Popular))
 
without
 
first
 
contacting
 
Popular’s
 
Legal
 
Division
 
(if
 
the
 
Popular
 
Insider
 
is
 
a
 
Popular
employee),
 
or Popular’s
 
Chief Legal
 
Officer
 
or his
 
designated
 
person
 
(if the
 
Popular Insider
 
is a
 
Popular
 
director,
executive officer or member of Popular’s
 
Disclosure Committee).
Tipping
To reduce the probability
 
that Popular Insiders tip inside information, Popular has adopted the following procedures:
●
Popular Insiders should
 
not discuss or distribute
 
Material Nonpublic Information
 
regarding Popular (or
 
any
other company that is a customer, partner or competitor of Popular) with or to (1) any person inside Popular,
except on a “need to know” basis, or (2) any person outside Popular,
 
unless (a) specifically authorized to do
so by Popular’s Legal Division or (b) the disclosure is made
 
to a Popular service provider that has agreed or
is otherwise
 
required
 
to maintain
 
such information
 
confidential. This
 
prohibition
 
includes any
 
discussion,
distribution
 
or posting
 
of Material
 
Nonpublic
 
Information
 
in any
 
Popular “intranet”
 
or other
 
electronic or
other type of employee forum.
 
 
 
 
 
17
●
Popular Insiders
 
should not
 
discuss confidential
 
information
 
or Material
 
Nonpublic Information
 
regarding
Popular (or any other company that is a customer, partner or competitor of Popular) within the hearing range
of
 
outsiders,
 
including
 
friends
 
and
 
relatives.
 
It
 
is
 
particularly
 
important
 
to
 
exercise
 
care
 
and
 
refrain
 
from
discussing confidential
 
information or
 
Material Nonpublic
 
Information in
 
public places,
 
such as
 
elevators,
taxis, airplanes, lavatories, restaurants, and other places where the discussions
 
might be overheard.
●
Popular
 
Insiders
 
should
 
not
 
discuss
 
or
 
disseminate
 
confidential
 
information
 
or
 
Material
 
Nonpublic
Information regarding
 
Popular (or any
 
other company
 
that is a
 
customer,
 
partner or
 
competitor of Popular)
in any
 
internet-based
 
forum or
 
in any
 
social media
 
outlet (i.e.,
 
Facebook, X
 
(formerly known
 
as Twitter),
Instagram, Snapchat, etc.).
●
Popular Insiders are prohibited
 
from addressing any inquiries
 
from securities analysts, companies
 
in the same
business as Popular, and
 
members of the
 
press. All such
 
inquiries should be
 
immediately referred to
 
Popular’s
Corporate Communications Division, which will direct them to the
 
appropriate officer for handling.
ADDITIONAL RESTRICTIONS
 
Additional Restrictions Applicable to Directors and Executive Officers.
In addition to the restrictions and procedures set
 
forth both in the Policy and these
 
Procedures, directors and executive
officers of Popular are subject to additional restrictions and procedures, including
 
requirements regarding the filing of
public
 
reports
 
of
 
beneficial
 
ownership
 
and
 
changes
 
of
 
beneficial
 
ownership
 
with
 
the
 
SEC,
 
short-swing
 
profit
provisions and certain blackout
 
periods and pre-clearance procedures.
 
These restrictions and procedures
 
are set forth
in Popular’s
Director and Executive Officer Guide to Complying with Certain Laws and
 
Regulations
. Directors
and executive
 
officers of
 
Popular should
 
refer to
 
the aforementioned
 
Guide to
 
review and
 
understand the
 
additional
requirements and procedures that they are subject to. The restrictions on trading contained in the Guide as well as the
Policy and these Procedures will
 
continue to apply to those
 
former directors and executive officers
 
who leave during
a blackout period until the next window period.
Additional Restrictions Applicable to Popular Securities Employees
 
and PAM
 
Employees
In
 
addition to
 
the restrictions
 
and
 
procedures
 
set forth
 
both in
 
the Policy
 
and
 
these Procedures,
 
Popular Securities
Employees
 
are
 
also
 
subject
 
to
 
the
 
stock
 
trading
 
restrictions
 
and
 
procedures
 
set
 
forth
 
in
Popular
 
Securities’
Compliance
 
Manual
.
 
Popular
 
Securities
 
Employees
 
should
 
refer
 
to
 
the
 
aforementioned
 
Compliance
 
Manual
 
to
review and understand the additional requirements and procedures that
 
they are subject to.
 
In addition to
 
the restrictions and
 
procedures set forth
 
both in the Policy
 
and these Procedures,
 
PAM
 
Employees are
also
 
subject
 
to
 
the
 
stock
 
trading
 
restrictions
 
and
 
procedures
 
set
 
forth
 
in
 
the
 
Code
 
of
 
Ethics
 
for
 
Popular
 
Asset
Management, LLC.
 
PAM
 
Employees should
 
refer to
 
the aforementioned
 
Code of
 
Ethics to
 
review and
 
ensure their
understanding of the additional requirements and procedures they are
 
subject to.
Additional Restrictions Applicable to Specifically-Designated Employees
Given
 
their
 
access
 
to
 
financial
 
and
 
other
 
sensitive
 
information
 
about
 
Popular,
 
certain
 
officers
 
and
 
employees
 
of
Popular such
 
as the
 
members of
 
Popular’s Disclosure
 
Committee have
 
been (or
 
may be)
 
specifically designated
 
by
Popular
 
as
 
being
 
subject
 
to
 
additional
 
restrictions
 
regarding
 
trading
 
in
 
securities
 
of
 
Popular.
 
The
 
Specifically-
Designated Employees
 
are subject
 
to
blackout period
 
restrictions and
pre-clearance
 
requirements with
 
respect to
transactions involving securities of Popular comparable to those that are applicable to directors and executive officers
of Popular. The additional restrictions and
 
requirements applicable to Specifically-Designated Employees are
 
set forth
in Attachment C to these Procedures.
Popular’s
 
Chief
 
Legal
 
Officer
 
will
 
maintain
 
a
 
list
 
of
 
the
 
Specifically-Designated
 
Employees
 
and
 
each
 
such
Specifically-Designated Employee will be notified in writing by Popular’s Chief
 
Legal Officer or by Popular’s Legal
Division of the
 
additional restrictions and
 
procedures that are
 
then applicable. The Specifically-Designated
 
Employees
 
 
18
will be
 
designated on
 
the basis
 
of an
 
analysis of
 
their possible
 
access to
 
Material Nonpublic
 
Information regarding
Popular because of their position and/or because of their responsibilities.
Special Blackout Periods that May Be Applicable to all Popular Insiders
Popular Insiders (other
 
than directors, executive
 
officers and other Specifically-Designated
 
Employees) are not
 
subject
to the
 
regular blackout
 
periods established
 
on trading
 
of Popular
 
securities. In
 
general terms,
 
a blackout
 
period is
 
a
period during which trading in securities of Popular is prohibited.
Nonetheless,
 
under
 
certain
 
extraordinary
 
circumstances,
 
Popular
 
may
 
designate
 
a
 
special
 
blackout
 
period
 
(for
example, if there
 
is some extraordinary
 
material development with
 
Popular that merits
 
a suspension of
 
trading by some
or all Popular Insiders) during which some additional Popular Insiders
 
or all Popular Insiders will be prohibited from
entering into
 
transactions involving
 
securities of
 
Popular.
 
If Popular
 
determines that
 
it is
 
necessary to
 
implement a
special blackout period applicable to some additional Popular Insiders or all Popular Insiders,
 
it will send one or more
notices
 
to
 
the
 
affected
 
Popular
 
Insiders
 
specifying
 
the
 
commencement
 
date
 
and
 
termination
 
date
 
of
 
such
 
special
blackout period.
Special Trading Restrictions that May Be Applicable
 
to Securities of Other Issuers
The Policy provides
 
that trading or
 
tipping in the
 
securities of another
 
issuer while in
 
possession of Material
 
Nonpublic
Information about such other issuer, which information was obtained by the Popular Insider in the
 
course of his or her
employment or
 
association with
 
Popular,
 
is prohibited until
 
the information
 
about such other
 
issuer becomes
 
public
or is no longer material.
 
In
 
addition,
 
under
 
certain
 
circumstances,
 
Popular
 
may
 
establish
 
additional
 
restrictions
 
relating
 
to
 
the
 
trading
 
of
securities
 
of
 
another
 
issuer
 
that
 
could
 
be
 
applicable
 
to
 
some
 
Popular
 
Insiders
 
or
 
all
 
Popular
 
Insiders.
 
If
 
Popular
determines that it is necessary to implement such additional trading
 
restrictions to some additional Popular Insiders or
all Popular Insiders, it will send one or more notices to the affected Popular Insiders specifying the additional trading
restrictions and the commencement date and termination dates of such
 
additional trading restrictions.
 
 
19
ATTACHMENT
 
A
REQUEST AND CERTIFICATION
RE: EXCEPTION FOR DEPENDENTS OR FAMILYMEMBER
 
The undersigned Popular Insider hereby requests that the following
 
dependent[s] or member[s] of his or her
family
 
who
 
reside[s]
 
with
 
him
 
or
 
her(other
 
than
 
the
 
Popular
 
Insider’s
 
spouse,
 
who
 
may
 
not
 
be
 
exempted)
 
(the
“Family Member[s]”) not be considered [a]
 
Popular Insider[s] for purposes of
 
Popular’s Insider Trading Policy and
Insider Trading Procedures (collectively,
 
the “Policy and Procedures”):
_______________________________________
_______________________________________
Name of family member
Relationship to Popular Insider
 
In
 
connection
 
with
 
such
 
request,
 
the
 
undersigned
 
Popular
 
Insider
 
hereby
 
certifies
 
to
 
Popular
 
that
 
(a)
 
the
Popular Insider[s] do[es] not
 
influence the investment decisions
 
of the Family
 
Member, and (b) the Family
 
Member
does not
 
make decisions,
 
in whole
 
or in
 
part, upon
 
information that
 
the Popular
 
Insider[s] has/have
 
provided or
provide[s].
 
 
The
 
undersigned
 
Popular
 
Insider
 
understands
 
that,
 
as is
 
provided
 
in
 
the
 
Policy,
 
Popular’s
 
Legal
 
Division
may,
 
in
 
its
 
sole
 
and
 
absolute
 
discretion
 
and
 
based
 
on
 
the
 
foregoing
 
certification,
 
determine
 
that
 
the
 
Family
Member[s] will not be considered a Popular Insider subject to the restrictions set forth
 
in the Policy.
Sincerely,
By:
_______________________________________
Signature
_______
Request approved
_______
Request denied
_______
Request approved with the following modification:
________________________________
Date:
By:
_______________________________________
Signature
 
20
ATTACHMENT
 
B
Rule 10b5-1 [Sales/Purchase] Plan
 
Rule 10b5-1 [Sales/Purchase] Plan, dated __________, 20___ (the “[Sales/Purchase] Plan”), between [name
of seller/purchaser] (“[Seller/Purchaser]”) and [name of broker]
 
(“Broker”).
 
WHEREAS,
 
[Seller/Purchaser]
 
desires
 
to
 
establish
 
this [Sales/Purchase]
 
Plan
 
to
 
[sell/purchase]
 
shares
 
of
common stock, par value $0.01 per share (the “Stock”), of Popular,
 
Inc. (the “Issuer”); and
 
WHEREAS,
 
[Seller/Purchaser]
 
desires
 
to
 
engage
 
Broker
 
to
 
effect
 
[sales/purchases]
 
of
 
shares
 
of
 
Stock
 
in
accordance with the [Sales/Purchase] Plan;
 
NOW, THEREFORE,
 
[Seller/Purchaser] and Broker hereby agree as follows:
1.
 
Broker shall effect a [sale/purchase] (each a “[Sale/Purchase]”) of _____ shares
 
of Stock on [each
[day][Monday] on which the Nasdaq
 
Stock Market (the “Exchange”) is
 
open and the Stock
 
trades regular
way on the
 
Exchange] at [a
 
price of not
 
[less/more] than
 
$_______] [the
 
then prevailing market
 
price],
commencing on [insert date that complies with applicable cooling-off period], 20__,
 
in compliance with
the requirements of Rule
 
10b5-1(c)(1)(ii)(B) under the Securities
 
Exchange Act of 1934,
 
as amended (the
“Exchange Act”) .
2.
 
This [Sales/Purchase] Plan
 
shall become effective
 
the date hereof
 
and shall terminate
 
on [the earlier
of the
 
date] [when
 
aggregate sales
 
proceeds of
 
$_____ have
 
been received/____
 
shares of
 
Stock have
been sold/an aggregate of $___ /___shares of stock have been
 
purchased] [or date, 20__].
3.
 
[Seller/Purchaser]
 
understands that
 
Broker may
 
not be
 
able to
 
effect
 
a [Sale/Purchase]
 
due to
 
a
market
 
disruption
 
or
 
a
 
legal,
 
regulatory
 
or
 
contractual
 
restriction
 
applicable
 
to
 
Broker.
 
If
 
any
[Sale/Purchase]
 
cannot
 
be
 
executed
 
as
 
required
 
by
 
paragraph
 
1,
 
due
 
to
 
a
 
market
 
disruption,
 
a
 
legal,
regulatory or contractual
 
restriction applicable to
 
Broker, [such Sale/Purchase shall
 
be cancelled and
 
shall
not be effected pursuant to this Sales/Purchase Plan] [Broker shall effect such Sale/Purchase as
 
promptly
as practical
 
after the
 
cessation or
 
termination of
 
such market
 
disruption, applicable
 
restriction or
 
other
event].
4.
 
[Seller/Purchaser]
 
represents
 
and
 
warrants
 
that
 
[he/she]
 
(i)
 
is
 
not
 
aware
 
of
 
material,
 
nonpublic
information
 
with
 
respect
 
to
 
the
 
Issuer
 
or
 
any
 
securities
 
of
 
the
 
Issuer
 
(including
 
the
 
Stock),
 
(ii)
 
is
 
not
subject to any legal, regulatory
 
or contractual restriction or undertaking
 
that would prevent Broker from
conducting
 
[Sales/Purchase]
 
in
 
accordance
 
with
 
this
 
Sales
 
Plan,
 
and
 
(iii)
 
is
 
entering
 
into
 
this
[Sales/Purchase] Plan in good faith and not as part of a plan or scheme to evade
 
the prohibitions of Rule
10b5-1.
 
Seller
 
shall
 
immediately
 
notify
 
Broker
 
if
 
[he/she]
 
becomes
 
subject
 
to
 
a
 
legal,
 
regulatory
 
or
contractual restriction or undertaking that
 
would prevent Broker from
 
making [Sales/Purchases] pursuant
to this [Sales/Purchase] Plan, and, in such
 
a case, [Seller/Purchaser] and Broker shall cooperate
 
to amend
or
 
otherwise
 
revise
 
this [Sales/Purchase]
 
Plan
 
to
 
take
 
account
 
of such
 
legal, regulatory
 
or
 
contractual
restriction or undertaking (provided that neither party shall be obligated to take any action that would be
inconsistent with the requirements of Rule 10b5-1(c)).
21
5.
 
It is the intent
 
of the parties that this
 
[Sales/Purchase] Plan comply
 
with the requirements of
 
Rule
10b5 1(c) under the Exchange Act, and this
 
[Sales/Purchase] Plan shall be interpreted to comply with
 
the
requirements of Rule 10b5-1(c).
6.
 
[Broker agrees to conduct
 
all Sales in accordance with
 
the manner of sale
 
requirement of Rule 144
under the Securities Act of 1933, and in no event shall Broker effect any Sale if such Sale would exceed
the then applicable volume limitation under Rule 144, assuming Broker’s Sales under this Sales Plan are
the only sales subject
 
to that limitation.
 
Seller agrees not to take,
 
and agrees to cause
 
any person or entity
with which he or she would be required to aggregate sales of Stock pursuant to paragraph (a)(2) or (e) of
Rule 144 not
 
to take, any
 
action that would
 
cause the Sales
 
not to comply
 
with Rule 144.
 
[Broker will
be responsible for completing and
 
filing on behalf of Seller
 
the required Form 144s.
 
Seller understands
and
 
agrees
 
that
 
Broker
 
shall
 
make
 
one
 
Form
 
144
 
filing
 
at
 
the
 
beginning
 
of
 
each
 
three-month
 
period
commencing [date], 20__.] [Seller will be responsible for making all required
 
Form 144 filings.]
7.
 
[Seller/Purchaser]
 
agrees
 
to
 
make
 
all
 
filings,
 
if
 
any,
 
required
 
under
 
Sections
 
13
 
and
 
16
 
of
 
the
Exchange
 
Act. [Seller/Purchaser]
 
agrees to
 
promptly
 
(but in
 
any case
 
within one
 
business day)
 
notify
Issuer of all [Sales/Purchases] made under this [Sales/Purchase] Plan.
8.
 
This [Sales/Purchase] Plan shall be governed
 
by and construed in accordance with
 
the laws of the
Commonwealth of Puerto Rico and may be modified or amended only by a writing signed by the parties
hereto, acknowledged by the Issuer.
9.
 
[Seller/Purchaser] acknowledges that modifications or amendments to
 
the amount, price or timing
of the [Purchase/Sale]
 
of shares of
 
Stock under this
 
[Sales/Purchase] Plan will
 
require compliance
 
with
Popular’s pre-clearance
 
and other insider
 
trading procedures and
 
with the applicable
 
cooling-off period
set forth in Rule 10b5-1(c)(1)(ii)(B) under the Exchange Act upon such
 
modification or amendment.
IN WITNESS WHEREOF, the undersigned
 
have signed this Rule 10b5-1 [Sales/Purchase] Plan as of the date first
written above.
[SELLER/PURCHASER]:
BROKER:
By:
By:
Name:
Name:
Title:
Acknowledged:
POPULAR, INC.
By:
Name:
Title:
 
 
22
ATTACHMENT
 
B-1
REQUEST AND CERTIFICATION
RE: APPROVAL
 
OF PREARRANGED TRADING PROGRAM
 
 
The undersigned Popular
 
Insider hereby requests
 
that Popular, Inc.
 
(“Popular”)’s Chief Legal Officer
 
approve
the adoption/amendment/termination
 
of the
 
trading plan
 
for securities
 
of Popular
 
that is
 
attached to
 
this Request
and Certification Form. This approval is being requested pursuant to the requirements of Popular’s Insider Trading
Policy and Insider Trading Procedures.
 
 
In connection
 
with this
 
request, the
 
undersigned Popular
 
Insider certifies
 
to Popular’s
 
Chief Legal
 
Officer
that:
(i)
The undersigned Popular
 
Insider is entering into/amending/terminating
 
the attached trading plan
 
in good
faith and not
 
as part of
 
a plan or
 
scheme to evade
 
the prohibitions of
 
applicable insider trading
 
laws and
regulations
 
and
 
the
 
applicable
 
provisions
 
of
 
Popular’s
 
Insider
 
Trading
 
Policy
 
and
 
Insider
 
Trading
Procedures.
(ii)
At the time
 
that the
 
undersigned Popular Insider
 
is entering into/amending/terminating the
 
attached trading
plan he or she is not aware of any Material Nonpublic Information regarding
 
Popular.
(iii)
At the time
 
that the
 
undersigned Popular Insider
 
is entering into/amending/terminating the
 
attached trading
plan he or she is permitted to trade
 
in Popular securities (i.e., he or she is
 
not subject to a blackout period).
(iv)
If
 
the
 
undersigned
 
Popular
 
Insider
 
is
 
entering
 
into/amending
 
the
 
attached
 
trading
 
plan,
 
the
 
first
 
trade
thereunder will
 
not occur
 
until the
 
expiration of
 
the applicable
 
cooling-off period
 
set forth
 
in paragraph
(c)(1)(ii)(B) of SEC Rule 10b5-1.
(v)
At
 
the
 
time
 
the
 
undersigned
 
Popular
 
Insider
 
is
 
entering
 
into/amending
 
the
 
attached
 
trading
 
plan,
 
the
Popular
 
Insider does
 
not have
 
any
 
other
 
contract,
 
instruction,
 
or plan
 
in effect
 
for
 
trading securities
 
of
Popular on the open market that would qualify for the affirmative
 
defense in SEC Rule 10b5-1(c).
(vi)
With the execution or amendment of the attached plan, the undersigned Popular Insider
 
will not have two
(2) or
 
more trading
 
plans designed
 
to effect
 
the open-market
 
purchase or
 
sale of
 
Popular securities
 
as a
single transaction (“single-trade plans”), that would qualify for
 
the affirmative defense in SEC Rule 10b5-
1(c).
 
The undersigned
 
Popular Insider
 
understands that,
 
as is
 
provided in
 
Popular’s Insider
 
Trading
 
Procedures,
Popular’s Chief Legal
 
Officer may, in his
 
or her
 
sole and
 
absolute discretion and
 
based on the
 
foregoing certification
and
 
the review
 
of the
 
trading plan,
 
approve
 
or disapprove
 
the proposed
 
adoption/amendment/termination
 
of the
Prearranged Trading Program.
Sincerely,
[Name of Popular Insider]
[Title of Popular Insider]
23
_______
Request approved
_______
Request denied
_______
Request approved with the following modification:
________________________________
Date:
By:
_______________________________________
Popular’s Chief Legal Officer
 
 
 
 
 
 
24
ATTACHMENT
 
C
ADDITIONAL TRADING RESTRICTIONS AND REQUIREMENTS
 
APPLICABLE TO
SPECIFICALLY
 
-DESIGNATED
 
EMPLOYEES
 
 
The additional trading restrictions
 
and requirements set forth
 
below are applicable
 
to Specifically-Designated
Employees of Popular, Inc. and its subsidiaries (collectively,
 
“Popular” or the “Company”). These restrictions and
requirements, which
 
are comparable
 
to the requirements
 
that are applicable
 
to directors
 
and executive
 
officers of
Popular under Popular’s
 
Director and Executive Officer
 
Guide to Complying with
 
Certain Laws and Regulations,
are not applicable to all Popular Insiders.
Pre-Clearance
 
Specifically-Designated Employees may not engage in any transaction involving Company equity securities
without first obtaining pre-clearance of the transaction from Popular’s
 
Legal Division. A request for pre-clearance
should be submitted
 
to Popular’s Legal
 
Division in writing
 
at least two
 
business days in
 
advance of the
 
proposed
transaction in the form
 
included in Attachment D
 
to these Procedures. Popular’s Legal
 
Division will then determine
whether the transaction may proceed. Pre-clearance will not be granted if a blackout period, as described below,
 
is
in effect.
Quarterly or Regular Blackout Periods
 
Popular must be
 
sensitive to
 
even the
 
appearance of
 
impropriety. The announcement of
 
our quarterly
 
financial
results
 
almost
 
always
 
has
 
the
 
potential
 
to
 
have
 
a
 
material
 
effect
 
on
 
the
 
market
 
for
 
our
 
securities.
 
Accordingly,
transactions in
 
Company securities,
 
directly or
 
indirectly,
 
are permitted
 
to the
 
Specifically-Designated Employee
or his/her immediate family only during the “window period.” The window period will run from and including the
date that
 
is two
 
complete trading
 
days on
 
the Nasdaq
 
Global Securities
 
Market after
 
the public
 
announcement of
our earnings
 
until the tenth
 
day of the
 
last month of
 
each fiscal quarter
 
(the tenth day
 
of March, June,
 
September
and December). The
 
remainder of each
 
quarter from and
 
including the eleventh
 
day of
 
the last
 
month of each
 
quarter
(the eleventh
 
day of
 
March, June,
 
September and
 
December) through
 
and including
 
the second
 
complete day
 
of
trading on the
 
Nasdaq Global Securities
 
Market following the
 
announcement of our
 
earnings is a blackout
 
period
during
 
which
 
transactions
 
in
 
Company
 
securities,
 
directly
 
or
 
indirectly,
 
are
 
prohibited
 
to
 
the
 
Specifically-
Designated
 
Employee
 
or
 
his/her
 
immediate
 
family.
 
In
 
order
 
to
 
avoid
 
trading
 
during
 
blackout
 
periods,
 
the
Specifically-Designated Employee
 
and his/her immediate
 
family must also
 
cancel all open
 
trade orders involving
Company securities during the blackout period. The trade must be
 
completed within the window period; however,
the settlement may take place after the trading window closes.
 
While Popular
 
recognizes that
 
some Specifically-Designated
 
Employees will
 
not have
 
Material Nonpublic
Information
 
during
 
the
 
quarterly
 
blackout
 
periods,
 
Popular
 
believes
 
that
 
preventing
 
Specifically-Designated
Employees from transacting
 
in Company securities during
 
such periods is important
 
to assure Popular’s investors
that they are not trading on the basis of Material Nonpublic Information regarding
 
Popular.
 
Event-Specific Blackouts
 
From
 
time
 
to
 
time
 
an
 
event
 
may
 
occur
 
that
 
is material
 
to
 
Popular
 
and
 
is known
 
by only
 
a
 
few
 
directors,
executive officers and
 
other employees. So long
 
as the event remains material
 
and nonpublic, directors, executive
officers and
 
such other
 
persons as
 
Popular designates
 
may not
 
trade in
 
Company Securities.
 
The existence
 
of an
event-specific blackout
 
will not be
 
announced, other
 
than to those
 
who are aware
 
of the material
 
event that gives
rise to the
 
blackout. If, however,
 
the Specifically-Designated Employee
 
requests permission to
 
trade in Company
securities during
 
an event-specific
 
blackout Popular’s
 
Legal Division
 
will inform
 
him/her of
 
the existence
 
of the
blackout period
 
without telling him/her
 
the specific reason
 
for it. If
 
the Specifically-Designated
 
Employee is told
25
of
 
the
 
existence
 
of
 
an
 
event-specific
 
blackout,
 
he
 
or
 
she
 
may
 
not
 
disclose
 
its
 
existence
 
to
 
others
 
because
 
that
information
 
could
 
itself
 
be
 
material.
 
If
 
the
 
Specifically-Designated
 
Employee
 
is
 
in
 
possession
 
of
 
Material
Nonpublic
 
Information,
 
the
 
fact
 
that
 
Popular
 
may
 
not
 
specifically
 
tell
 
him/her
 
of
 
any
 
blackout
 
will
 
not
 
relieve
him/her of his/her legal responsibility and obligation to Popular and it shareholders
 
to refrain from trading.
 
 
 
 
 
 
 
 
 
 
26
ATTACHMENT
 
D
POPULAR, INC.
INSIDER TRADING POLICY AND PROCEDURES
FORM FOR PRE-CLEARANCE REQUEST
Type of Security [check
 
applicable boxes]
Type of Transaction
 
[check applicable boxes]
_______
Common stock
_______
Purchase
_______
Preferred Stock
_______
Sale
_______
Other (Please describe):
_______
Gift
________________________________
_______
401K Investments
_______
Other (Please describe):
Number of Shares: ____________________________
_______________________________
Comments:
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
Broker Contact Information (if applicable)
Company Name
____________________________
Contact Name
____________________________
Telephone
____________________________
Account Number
____________________________
CERTIFICATION
I
 
am
 
not
 
currently
 
in
 
possession
 
of
 
any
 
Material
 
Nonpublic
 
Information
 
relating
 
to
 
Popular,
 
Inc.
 
or
 
any
 
of
 
its
subsidiaries.
 
I
 
hereby
 
certify
 
that
 
the
 
statements
 
made
 
on
 
this
 
form
 
are
 
true
 
and
 
correct.
 
I
 
have
 
discussed
 
any
questions I
 
may have
 
with respect
 
to Popular,
 
Inc.’s
 
Insider Trading
 
Policy and
 
Insider Trading
 
Procedures and
their applicability
 
to the
 
transactions contemplated
 
herein with
 
Popular's Legal
 
Division.
 
I understand
 
that I
 
am
ultimately responsible
 
for complying
 
with Popular,
 
Inc.’s
 
Insider Trading
 
Policy and
 
Insider Trading
 
Procedures
and avoiding improper transactions and other violations of applicable insider
 
trading laws and regulations.
Signature
____________________________________
Date
____________________________________
Print Name
____________________________________
Telephone # Where
 
I May be Reached ________________
 
Fax #
___________________________
_______
Request Approved (transaction must be completed within
 
5 business days after
 
approval and the person
must not be in possession of Material Nonpublic Information at the
 
time the transaction is completed)
_______
Request Denied
_______
Request Approved with the following modification: ______________________
Date:
By:
_________________________________
Name:
_________________________________
Division:
_________________________________