Refresher Program on Trading of GP Shares

Dept. of Company Secretary

October 10, 2010
 Objective

Last year’s awareness program:

ƒ Buy/sell of GP shares (IPO and
Secondary market) complying the
Guiding Documents
ƒ Understanding on Insider Trading and
Price Sensitive Information
ƒ Consequences of non-compliance of
SEC/DSE/CSE rules & guidelines.

This year’s refresher program:

ƒ Information on expiry of Lock-in of GP
shares held by the PPO investors
ƒ New notification issued by SEC on selling
of PPO shares
ƒ Familiarization with the new process for
selling of PPO shares

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 Journey being a listed company

Biggest AGM
(Shareholder Base: 110k)

Largest IPO
(Applicants: 1.2 million)

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 Expiry of Lock-In of PPO shares

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 Recent SEC Notification

ƒ Imposition of 5%
advance tax on the
selling of PPO shares

ƒ Mandatory declaration
to regulators on the
selling of PPO shares

ƒ Extension of yearly
restricted trading
period (1st Nov to
approval of Financial
Statements)

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 Process in Selling of PPO Shares

1 2 3 4

Fill-up “Declaration Place “Sale Order” to Collect “Close Price” & Get your signature (on
Form” and “Tax Form” Brokerage House prepare PO/DD for Declaration Form) verified
Advance Tax at GP Share Office

8 7 6 5

Report to SEC, DSE/CSE Mandatory Execution Submit one set of Submit documents to
and GP Share Office of “Sale Order” within copied documents to DSE,CSE & SEC and obtain
within 7 days of sale 30 working days your Brokerage House DSE/CSE clearance
execution

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 Points to Remember: PPO shares

ƒ Place “Sale Order” to your Brokerage House mentioning that “ this sale order is against
my GP PPO shares and execute this sale order after I submit you the relevant regulatory
clearance .”
ƒ In the field for selling price, mention “prevailing market price”.
ƒ Declared GP PPO shares should be sold within 30 working days from the date of receipt of
declaration by SEC, DSE & CSE.
ƒ Two forms to be filled up – i) Declaration Form, and ii) Tax Form.
ƒ Your signature on Declaration Form should be matched with your BO A/C signature.
ƒ Get your signature verified at GP Share Office.
ƒ Calculation of Advance Tax: [{(Close Market Price – Acquisition Price i.e. Tk. 74) x Number
of shares to be sold} @ 5%].
ƒ Advance Tax is to be paid through Pay Order / Demand Draft in favor of DSE/CSE.
ƒ Submission to SEC, DSE and CSE would be made in same day.
ƒ Report to SEC, DSE, CSE and GP Share Office within 7 calendar days of sale execution.
ƒ After lock-in is expired, you have to sell your GP PPO Shares “First” until it is finished.

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 How
would I
sell…..
Yearly
restricted 5% Tax…..
period…..

Close
Execution
price ….
time limit…..

Regulators’
clearance…..

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 How to Sell PPO Shares – An Example

• Fill-up 3 copies of “Declaration Form” and 1 copy of “Tax Form”

• Submit “Sale Order” to your respective Brokerage House
• Take Close Price and prepare “Pay Order / Demand Draft” (in MICR format) in
favor of DSE
Day 1 • Get your signature, on the Declaration Forms, verified at GP Share Office

• Make 3 sets of photocopies of Declaration Form for proof of receiving by SEC,

DSE & CSE.
• Submit one original Declaration Form, Tax Form and PO/DD to DSE and
obtain money receipt within trading hour.
• Submit one original Declaration Form and copy of DSE money receipt to SEC
and CSE each
Day 2 • Submit one set of photocopied documents of your receipt copies (from SEC,
DSE & CSE) to your Brokerage House for execution of “Sale Order”
• Retain one set of original receipt copies (from SEC, DSE & CSE) and original
money receipt with you

Yearly Restricted Trading Period starts from 1st Nov 2010 till
approval of Financials 2010 by the GP Board in 2011

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 Documents Submission Points

Sl Authorities Documents
No
1. Share Office ƒ 3 copies original Declaration Forms with signature

2. DSE ƒ 1 original Declaration Form

ƒ Original Tax Form
ƒ PO / DD

3. SEC ƒ 1 original Declaration Form

ƒ Copy of DSE Money receipt
4 CSE ƒ 1 original Declaration Form
ƒ Copy of DSE Money receipt
5 Brokerage House ƒ Receipt copies of Declaration Forms from SEC, DSE & CSE
ƒ Copy of DSE Money receipt
6 Placement Holder ƒ Receipt copies of Declaration Forms from SEC, DSE & CSE
ƒ Copy of Tax Form
ƒ Original copy of DSE Money receipt
ƒ Copy of Sale Order

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 Buy/Sell of IPO & Secondary Shares: Recap

Notify through “Form - A & B” to the GP Share Office at least 4 working

days before the date on which employee intends to buy/sell of GP shares.

Upon receiving request, after verification, Share Office will give go ahead to
the concerned employee specifying the execution date
(within that 4 working days)

The respective Employee will then be allowed to trade GP shares within 30

working days of such notification by the Share Office.

The respective employee will submit detail report in “Form-C” to the GP

Share Office within 7 working days of execution of such trading.

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 Dos & Don’ts in trading of GP Shares: Recap

Can’t trade Can’t sale

up to GP shares Can’t trade
5 working days bought up to 6 from 1st Nov till
from the months of approval of
publication of PSI purchase financials
(ALL) (Employee) (ALL)

Can trade Notify

in GP shares other GP share office
than “restricted before buy / sell of
trading period” GP shares

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 Information Classification & Disclosure Committee

Info from Disclosure

user end Committee
meeting

Classifying
the info

Price Sensitive Information

SEC,
News
DSE &
paper
CSE

ƒ To classify information, please get in touch with Disclosure Committee at

disclosure@grameenphone.com
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 What is Expected from Employees

Dos and Don’ts should always be kept in mind

Do not involve yourself into Insider Trading

Always comply with the GP Share Trading Guidelines & Procedures,

Information Disclosure Policy, Codes of Conduct and Securities Law

Don’t discuss any company confidential information with others

unless it is publicly disclosed

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 Consequences

When a breach is reported, following steps are taken:

ƒ Investigation committee carries out investigation and confirms
ƒ Legal opinion is taken
ƒ Recommends appropriate measure
ƒ Depending on gravity of offence, disciplinary action is taken

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 Guiding Documents: We must Read & Follow

Please visit
Inside GP – Employee
- GP Employee Shares

Please Contact:
For disclosure matter: disclosure@grameenphone.com
For GP share related query: shareoffice@grameenphone.com

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 Thank You

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