PSI

Progressive Life Insurance Company Ltd.

Principles of Disclosure of

Material Information and Price Sensitive Information.

1. INTORDUCTION :

Progressive Life Insurance Company Ltd. has adopted a Policy named “Principles of Disclosure of Material Information and Price Sensitive information” as per Bangladesh Securities and Exchange Commission (Prohibition of Insider Trading) rules, 2022 which was published Gazette Notification No. BSEC/CMRRCD/2021-396/52/Admin/140, Dated 30 January, 2023.

2. OBJECTIVES OF THE POLICY :

2 (i) The objective of the policy is to ensure continuous, adequate, accurate and timely disclosure of information by Progressive Life Insurance company Ltd. to the Commission & Stock Exchanges on an ongoing basis to enable the investors to make informed investment decisions.

2 (ii) Listing Regulations requires listed entities to promptly inform the Stock Exchange of all the events as will as Price Sensitive Information which will have a bearing on the performance/operations of the Company by applying the following factors to ensure fairness and efficiency in the market:

Timely disclosure of relevant information to investors; and
Adequacy and accuracy of the information disclosed.

3. APPLICABILITY :

The Principles shall be applicable and binding in respect of all material events/information and price sensitive information in regard to the operations of Progressive Life Insurance company Ltd.

4. DEFINITIONS :

All words/terms in these principles shall have the same meaning as assigned to them under the Bangladesh Securities and Exchange Commission (Prohibition of Insider Trading) Rules, 2022 (“the BSEC PIT Rules 2022”).

The term ‘Material’ wherever appears in the policy shall mean any individual transaction or arrangement which is significant to the operations or performance of the Company.

“Price Sensitive Information” shall mean any information which relates directly or indirectly to Progressive Life Insurance Company Ltd. and which if published is likely to materially affect the price of securities of Progressive Life Insurance Company Ltd.

“Company” Progressive Life Insurance company Ltd.

“Board of Directors” shall mean the Directors on the Board of Progressive Life Insurance Company Ltd. so appointed.

“Chairman” means the Chairman of the Board of Directors of Progressive Life Insurance Company Ltd., so appointed.

“CEO” means the Chief Executive Officer appointed by the Board of Directors of Progressive Life Insurance Company Ltd., with the approval of IDRA.

“Director” means the Director of Progressive Life Insurance Company Ltd., so appointed.

“CFO” means the Chief Financial Officer of Progressive Life Insurance Company Ltd., so appointed.

“HIAC” means the Head of Internal Audit & Compliance of Progressive Life Insurance Company Ltd., so appointed.

“Company Secretary” means the Company Secretary of Progressive Life Insurance Company Ltd., so appointed.

“Compliance Officer” means the person appointed with the responsibilities in compliance with the requirement of the Authorities.

“Key Managerial Personnel” means key Managerial Personnel including Chief Executive Officer (CEO), Chief Financial Officer (CFO), Company Secretary (CS), and such other officer’s as may be prescribed by the board of directors.

“BSEC” manes Bangladesh Securities & Exchange Commission.

“Stock Exchanges” means the Dhaka Stock Exchange Ltd. & Chittagong Stock Exchange PLC.

Words or expression not defined in this policy shall have the same meaning as given under the Securities & Exchange Ordinance, 1969, Bangladesh Securities & Exchange Commission Act, 1993, the Companies Act, 1994, Depository Act, 1999 & provisions made under the said laws. Further, in case of inconsistency between any provision of this policy with any existing policy (ies) of the Company, provisions of policy for determination & disclosure of materiality of events or information & price sensitive will prevail.

5. GUIDELINES FOR DETERMINATION OF PRICE SENSITIVE INFORMATION :

The Company endeavors to preserve confidentiality and prevent the misuse of un-disclosed price sensitive information. The Company is committed to transparency and fairness in dealing with all stakeholders and in ensuring adherence to all the applicable laws and regulations.

Every director, officer, and employee of the Company has a duty to safeguard the confidentiality of all such information that he/she obtains in the course of the performance of official duties. Directors, Officers and Designated Person (CFO, CS & HIAC) of the Company should not use their position to gain personal benefit and shall follow the guidelines narrated hereunder:

Sl. No.	Information
1.	Information related to financial position, financial results, and other basic information related to financial performance.
2.	Information related to dividend and corporate announcements.
3.	Information related to change of corporate structure (i.e. amalgamation, merger, de-merger, re-structuring, acquisition, winding up, transfer, and transformation etc.
4.	Information related to changes in capital structure.
5.	Information related to business extension, changes etc.
6.	Information related to fund management, and structural change thereof.
7.	Any information, defined by the BESC as PSI, through various rules, regulations, circulars and directives.
8.	Any information, published by the BSEC in its official gazette, defined as PSI.

6. GUIDELINES OF PRICE SENSITTIVE INFORMATION DISCLOSURE :

Progressive Life Insurance Company Ltd., as an issuer of securities listed on Stock Exchanges or trustee as applicable, within two hours of taking of any Price Sensitive Information or sending a proposal for approval of the concerned primary regulatory body or immediately after the information comes to its attention shall send a disclosure in writing with the signature of the Chairman and the Chief Executive Officer or the Company Secretary of the company to the Commission and relevant Stock Exchanges through E-mail or fax or digital submission platform or special messenger or courier service as the case may be. The Company shall also ensure publication of the information in 2 (two) widely circulated newspapers (one in Bangla and other in English) and one online news portal as well as on the website of the company or trustee as applicable.

7. MATERIAL INFORMATIN ( MI ) :

7.1. Factors related to the changes in financial condition:

Sl. No.	Information
a.	Changes in financial statements, such as significant increase or decrease in incomes, expenditures, cash flows, accounts receivables, or assets or liabilities etc. and revaluation of assets or any information or statement regarding significant decrease or increase of them;
b.	Comparative Statements of the following information: (i) Earnings per share (ii) Net operating cash flow per share (iii) Net asset value per share
c.	Significant changes in value of assets of combination of assets;
d.	Any special direction regarding the reservation of provision by the concerned regulatory authority or any changes of such previous direction; and
e.	Any changes in accounting policy.

7.2. Information regarding corporate declaration:-

Sl. No.	Information
a.	Any decision regarding declaration of dividend;
b.	Decision regarding declaration of rights, bonus share or such benefits to the security holders;
c.	Decision regarding corporate declaration or any other information regarding the entitlement of the investors and
d.	Changes in dividend distribution policy.

7.3. Information regarding the changes in corporate structure:-

Sl. No.	Information
a.	Acquisition or validations of 5% or more of the company’s existing assets;
b.	Merger with other company or acquisition of substantial shares or other company;
c.	Demerger of any unit of the company;
d.	Conversion or dissolution of any unit of the company;
e.	Changes in corporate operations through capital reorganization or amalgamation or demerger;
f.	Proposal for takeover of other company or acquisition of the internal service;
g.	Change of ownership that can have impact over the control of the company; and
h.	Change of Company’s name or address.

7.4. Information regarding the changes in capital structure:-

Sl. No.	Information
a.	Decision regarding private or public or rights offer of securities of the company or any changes of its capital structure;
b.	Planned decision regarding re-purchase or redemption of securities;
c.	Decision regarding share consolidation, share exchanges, conversion or securities into equity securities or conversion of debenture into share; and
d.	Significant changes regarding the rights of the security holders, etc.

7.5. Information regarding the expansion of business activation or changes in business operations:-

Sl. No.	Information
a.	Significant development or changes in technology, production or establishment of the Company;
b.	Significant capital investment or changes in objectives of the Company;
c.	Significant new agreement, production, patent, service or changes, in business of the Company;
d.	Collection of significant long-term bad debt on accounts receivables;
e.	Changes or resignation or dismissal of the Board of Directors including Chief Executive Officer (CEO), CFO, HIAC and Company Secretary;
f.	Changes of statutory auditors or corporate governance compliance auditors, credit rating Company;
g.	Initiative for legal proceedings or development of regulatory issues or andy significant judgment or order;
h.	Delisting or change of category of securities by the Stock Exchange;
i.	Significant management contract, invertors relation agreement, service agreement or related party transaction that can have significant impact on the financial statements;
j.	Decision regarding sale or purchase of fixed assets or renovation or development of plant or machineries or expansion (BMRE) or establishment of new unit; and;
k.	A Payment or acceptance of significant advances or loans between inter-companies or subsidiary or associate companies or transactions of loans with directors.

7.6. Information regarding debt (Loan & Advance) management:-

Sl. No.	Information
a.	Payment or acceptance of 25% or more loan of the Company’s total paid-up capital or net asset value whichever is higher;
b.	Mortgage or redemption or substantial assets or properties of the Company;
c.	Failure of repayment of loan to the bank or creditors for more than six months;
d.	Signing of significant new loan agreement; and
e.	Foreign loan or investment agreement.

7.7. Information regarding fund management and changes of structure:-

Sl. No.	Information
a.	Extension or reduction of tenure of the fund
b.	Winding up of the fund
c.	Conversion of the fund
d.	Investment of 10% of more of the fund in any single security
e.	Profit or loss on financing in any significant investment;
f.	Formation of trustee of the fund, any change in the trust deed, etc.

7.8. Others:-

Sl. No.	Information
a.	Signing of any substantial agreement or termination or significant amendment of previously signed agreement;
b.	Any event that is destructive to significant property or image of the company;
c.	Abandonment or significant modification of any scheme/project affirmed previously by the Company; and
d.	Submission of qualified report by the auditors of the Company.

8. GUIDELINES OF MATERIAL INFORMATION DISCLOSURE :

According to rule no. 3 (3) of Bangladesh Securities and Exchange Commission’s (Prohibition of Insider Trading) Rules, 2022 gazetted January 30, 2023, all the material information of Progressive Life Insurance Company Ltd. will be published on its official website as soon as the events occur. According to rules 3 (4) Progressive Life Insurance Company Ltd. Shall maintain or keep available all the published material information for at least 3 (three) years from the date of its disclosure.

9. REVIEW AND AMENDMENTS :

The Progressive Life Insurance Company Ltd. may review and approve revisions whenever they deem it necessary and may delegate authority to Management to resolve any questions or issue that may arise in the course of putting the principles into practice.

10. PUBLICATION OF THE POLICY :

A copy of these principles shall promptly be published on company’s official website.