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All PNB employees who are considered as "insiders" (i.e., their functions in the Bank give them access to material information about the issuer or the security that is not generally available to the public) are prohibited from engaging in the following activities:

  1. 1. Selling or buying a security of PNB or another company while in possession of material information with respect to the issuer or the security that is not generally available to the public, unless:
    1. the employee proves that the information was not gained from such relationship or
    2. if the other party selling to or buying from the employee (or his agent) is identified, the employee proves:
      1. that he disclosed the information to the other party or
      2. that he had reason to believe the other party otherwise is also in possession of the information
  2. Communicating material nonpublic information about the issuer or the security to any person, who by virtue of the communication, gives the person access to material information about the issuer or the security that is not generally available to the public, where the employee communicating the information knows or has reason to believe that such person will likely buy or sell a security of the issuer while in possession of such information
  3. Selling or buying a security of the issuer, that are sought or to be sought by a tender offer that has commenced or about to commence, if he knows or has reason to believe that the information is nonpublic and has been acquired directly or indirectly from the tender offeror.
  4. Communicating material nonpublic information relating to a tender offer to any person where such communication is likely to result in a violation of No. 3 above