IAMGOLD : Corporate Governance (FINAL ST G007 Stock Trading Policy and Standard May 2025)
IMG.TO
Published on 05/07/2025 at 11:11
Stock Trading Policy
Empowering People. Extraordinary Performance.
IAMGOLD encourages all directors, employees, contractors and representatives to become and remain shareholders of the company, on a long-term basis. IAMGOLD is committed to complying with all applicable laws regarding securities trading. IAMGOLD prohibits trading in its securities based on material, non-public information regarding the company and the disclosure of insider information to persons or companies as to such information outside of the necessary course of business.
Requiring persons with knowledge of material, nonpublic information concerning the company to adhere to company-imposed securities trading blackout periods.
Requiring persons with knowledge of material, nonpublic information concerning the company to maintain confidentiality with respect to such information.
Requiring reporting insiders of IAMGOLD to maintain current filings with applicable securities regulatory authorities of their trades of securities of IAMGOLD.
The purpose of this policy ("Policy") is to define the minimum requirements IAMGOLD Corporation ("the Company") directors, officers, employees, consultants, contractors and representatives ("Company Personnel") must follow when trading Company securities or when in possession of material undisclosed information.
Securities and corporate laws ("Applicable Laws") prohibit any person from trading, directly or indirectly, in securities of the Company with knowledge of information related to the Company which may affect the price or value of securities of the Company, but which has not been generally or broadly disclosed to the public ("Inside Information").
It is a violation of Applicable Laws and this Policy for Restricted Persons, as defined below, to acquire or dispose of securities of the Company while possessing Inside Information or to inform persons of Inside Information ("Tipping") other than in the necessary or ordinary course of business.
Improper trading with, or disclosure of, Inside Information may expose both the Restricted Person and the Company to investigation, regulatory, criminal and/or civil proceedings and administrative, criminal and/or civil sanctions. Failure to adhere to this Policy may result in disciplinary action, up to and including termination from employment for cause.
This Policy applies to the following individuals and entities (collectively, "Restricted Persons") who are, or may be deemed to be under Applicable Laws, in possession of Inside Information:
All Company Personnel (as defined above), including directors, officers, employees, consultants, contractors, and representatives;
Family members of Company Personnel, including, without limitation, spouses, partners and children; and
Entities such as corporations, trusts, partnerships and other organizations in or over which Company Personnel has control, direction or an ownership interest.
No securities of the Company may be acquired or disposed of, directly or indirectly (for example, through a personal holding company or family member), with knowledge of Inside Information. Inside Information is not considered to be "generally or broadly known to the public" until the end of the second trade day after such information is publicly disclosed, after which Inside Information is no longer such.
Examples of Inside Information include, without limitation:
Changes in earnings and dividends;
Proposed changes to capital structure, including stock splits and stock dividends;
Proposed or pending financings;
Proposed changes to corporate structure, including amalgamations and reorganizations;
Proposed acquisitions, including takeover bids or mergers, or dispositions;
Changes or developments which would reasonably be expected to materially affect earnings; and
Significant discoveries by the Company.
The foregoing examples are not exhaustive. Inside Information is not to be traded on until the end of the second trade day after it has been released to the public. Discussing Inside Information with, or leaving material containing Inside Information exposed to, any person who has no need to know such information, outside of the necessary or ordinary course of business, must be avoided at all times.
Company Personnel who participate in the preparation of the Company's financial results, or who are otherwise privy to Inside Information are prohibited from, directly or indirectly, purchasing or selling securities of the Company during a trading blackout period.
A trading blackout period begins on the first day of the month following the end of a fiscal quarter, or upon the commencement of an ad-hoc trading blackout (as determined by the President and Chief Executive Officer and Chief Legal and Strategy Officer). The trading blackout period ends at the close of trading on the second trade day after the Company has publicly disclosed its financial results or other Inside Information by way of a widely circulated press release.
The Company will issue formal notifications to Company Personnel, who are subject to a scheduled or ad-hoc trading blackout period, indicating the commencement and conclusion of any scheduled or ad-hoc trading blackout periods.
No director or officer of the Company may, at any time, whether during a scheduled trading blackout, an ad-hoc trading blackout or otherwise, directly or indirectly, purchase or sell securities of the Company, without the prior written consent of the President and Chief Executive Officer or Chief Legal and Strategy Officer of the Company. These officers will confirm whether there is, at the time, any material undisclosed information related to the Company.
Company Personnel, whether or not a director or officer of the Company, may not instruct any Company employee to override, and no employee shall override, any trading blackout (scheduled or ad-hoc) imposed by the share trading platform used by the Company to administer equity compensation grants (the Shareworks platform administered by Morgan Stanley) without providing the Company employee with written authorization from the President and Chief Executive Officer or Chief Legal and Strategy Officer. The employee shall retain such authorization.
The above restrictions do not apply to purchases or sales of the Company's securities that occur automatically, without decision-making by Company Personnel, pursuant to an automatic securities purchase plan (as in the case of the Company's Employee Share Purchase Plan) or disposition plan that is entered into at a time outside a trading blackout, scheduled or ad-hoc, or otherwise when Company Personnel is not in possession of Inside Information.
Moreover, there are certain types of trades in Company securities by Company Personnel that can raise concerns regarding alignment with shareholder interests and potential breaches of Applicable Laws. Therefore, Company Personnel are prohibited from engaging in transactions that could reduce or limit their
economic risk with respect to their holdings of common shares, restricted share units, performance share units or stock options. The prohibited transactions include, but are not limited to, hedging strategies, short sales and transactions involving puts, calls or other derivative instruments.
Inside Information is to be kept strictly confidential at all times until it has been publicly disclosed to the public. Company Personnel must not disclose Inside Information to persons outside of the Company, except as is strictly necessary in the normal or ordinary course of business and only in circumstances where the recipient has agreed to keep such information confidential, for example, pursuant to a non-disclosure or confidentiality agreement approved by the Corporate Legal Department.
Improper disclosure of Inside Information, even if not used for trading, may constitute a breach of Applicable Laws and this Policy.
In the course of conducting the Company's business, Company Personnel may come into possession of Inside Information. Access to such information must be limited strictly to those persons who require it in order to perform the duties expected of them. Precautions must be adopted by each Company Personnel to ensure that Inside Information is not available to, or accessible by, persons, inside or outside of the Company, who have no need to know such information. Maintaining the confidentiality of Inside Information is critical to protecting the integrity of the Company and complying with Applicable Laws.
Company Personnel who are reporting insiders of the Company (generally, directors and executive officers) are reminded of their obligations to maintain current and accurate filings of their trades of securities of the Company through the System for Electronic Disclosure by Insiders ("SEDI"). Filing requirements include the following:
Automatic Acquisitions under the Company's Employee Share Purchase Plan ("ESPP"): A report must be filed by March 31st of the following calendar year.
The Company reminds reporting insiders that the obligation to comply with insider reporting requirements remains with the reporting insider. Failure to file required reports in a timely manner may result in late fees or penalties being imposed on the reporting insider by securities regulatory authorities.
This Policy does not reflect all legal requirements pertaining to the use of Inside Information, which are more complex, nor does it guarantee compliance with Applicable Laws regarding the use of Inside Information. The ultimate responsibility to comply with Applicable Laws rests with the Restricted Person.
While no single rule can possibly cover all situations, a good guiding principle for all Company Personnel to follow, whether or not Company Personnel is in possession of Insider Information or subject to a trading blackout period or an ad-hoc trading blackout period is:
"Avoid Any Trading Or Disclosure (Tipping) Which Might Be, Or Appear To Be, Unfair To The Company's Investors."
When in doubt, Company Personnel is strongly encouraged to seek guidance from the Corporate Legal Department prior to taking any action that could involve Inside Information.
This Policy was last undated, reviewed and approved by the Company's Board of Directors on May 6, 2025.
Disclaimer
IAMGOLD Corporation published this content on May 07, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 07, 2025 at 15:10 UTC.