NYSE Regulation

11 Wall Street

New York, New York 10005

Page 1 of 12

Each year, the staff of NYSE Regulation prepares a guidance memo regarding important rules and policies

applicable to companies listed on the New York Stock Exchange (“NYSE” or the “Exchange”). We

encourage you to provide a copy of this memo to appropriate executives and outside advisors who handle

matters related to your listing on the NYSE. Please do not hesitate to contact the staff with any question

or concern you may have.

This memo describes new information immediately below, with important reminders in the sections that

follow. Please note that this memo is applicable to all listed issuers, with any rule or policy differences for

Domestic vs. Foreign Private Issuers (“FPIs”) identified within.

On October 2, 2023, NYSE amended the LCM to add Sections 303A.14 and 802.01F. The rules require

listed companies to have in place policies and procedures for recovery of erroneously awarded

compensation, subject to limited exceptions.

All issuers were required to comply by December 1, 2023 and confirm to the Exchange no later than

December 31, 2023 via Listing Manager, either: 1) adoption of a compensation recovery policy by

December 1, 2023 or 2) reliance on an applicable exemption.

In adopting Rule 10D-1, the Securities and Exchange Commission (“SEC”) specifically provided for certain

only issuers listed on the NYSE are required to adopt a Recovery Policy, including, without limitation, those

with guarantees from listed parents and those that are exempt from disclosure requirements pursuant to

Exchange Act Rule 12h-5.

To the extent an issuer has not put in place relevant procedures, it is out of compliance with NYSE rules.

has expanded the circumstances under which listed companies can sell securities without shareholder

approval to large passive shareholders.

Prior to the recent amendment, Section 312.03(b)(i) of the LCM provided that shareholder approval was

required prior to the issuance of common stock, or of securities convertible into or exercisable for

common stock, in any transaction or series of related transactions, to a director, officer or substantial

security holder of the company if the number of shares of common stock to be issued, or if the number of

shares of common stock into which the securities might be convertible or exercisable, exceeded either

one percent of the number of shares of common stock or one percent of the voting power outstanding

before the issuance.

of its common stock or five percent of the voting power outstanding of the company. The Exchange

believes that transactions with these kinds of passive shareholders who do not participate in the

governance or management of the company do not give rise to the potential conflicts of interest in the

determination of transaction terms that exist where the purchaser has a role in the listed company’s

board or management. For this reason, the Exchange amended Section 312.03(b)(i) to exclude sales of

securities to passive shareholders from the shareholder approval requirements thereunder.

As amended, Section 312.03(b)(i) is now limited in its application to sales to a director, officer, controlling

shareholder or member of a control group or any other substantial security holder of the company that

has an affiliated person who is an officer or director of the company (each an “Active Related Party”) and

On February 15, 2023, the SEC adopted amendments to Rule 15c6-1(a)

to shorten the standard

settlement cycle from two business days after the trade date (“T+2”) to one business day after the trade

date (“T+1”). The transition to a T+1 settlement cycle will occur on May 28, 2024. In order to conform its

rules to the proposed amendments, the Exchange will propose to adopt new rules to reflect “regular way”

settlement as occurring on T+1.

Of particular note to listed companies is that the shortened settlement cycle will also result in a change in

the Exchange’s rules with respect to ex-dividend and ex-rights trading, from commencing one trading day

following summarizes how ex-dividend trading dates will be set during this transition period:

• Securities paying a dividend with a record date of May 28 will be traded ex-dividend on May 24

.

• Securities paying a dividend with a record date of May 29 will be traded ex-dividend on May 29.

Listed issuers should, to the extent practicable, avoid consummation of corporate actions during the

Please contact the NYSE Dividend team at (212) 656-5438 or the Corporate Actions team at (212) 656-

5439 with any questions.

NYSE CONTACTS

Pursuant to Section 202.06 of the Listed Company Manual, listed companies are prohibited from

publishing material news after the official closing time for the NYSE’s trading session until the earlier of

4:05 p.m. ET or the publication of the official closing price of the company’s security. This requirement is

designed to alleviate confusion caused by price discrepancies between trading prices on other markets

after the NYSE official closing time, which is generally 4:00 p.m. ET, and the NYSE closing price upon

completion of the auction, which can be after 4:00 p.m. ET.

Companies can refer to NYSE Connect (https://www.nyse.com/connect) to obtain real-time information

for the company to promptly and broadly disseminate any date change to the market non-selectively.

Section 302 of the Listed Company Manual states that a listed company must have an annual

shareholders’ meeting during each fiscal year. This applies to all issuers with voting stock, as well as those

with non-voting stock if required under their governing documents. Separately, in situations where the

requirements of home country law differ from NYSE rules, FPIs can follow home country practice in lieu of

complying with the foregoing shareholder meeting requirements. Please note that if a meeting is

postponed or adjourned, the Exchange does not consider the company to have met the Section 302

company. Companies determine their own record date, and the Exchange disseminates the record date

information to the marketplace so that investors can plan their holdings accordingly. To facilitate this

process:

• Listed companies are required to notify the Exchange at least 10 calendar days in advance of all

• A listed company that changes a record date must provide another advance notice to the

• A listed company’s publication of a record date by means of a press release or SEC filing does not

company’s announcements should make clear that the effective record date is the immediately preceding

U.S. business day.

Please note that the NYSE relies on a listed company’s transfer agent or depositary bank to report share

information. Transfer agents are required to report shares no later than the 10

each calendar quarter. Reported shares are reflected in Listing Manager.

Advance notice to the Exchange is required for any corporate action affecting a listed security. It is

conversion of a listed security at least fifteen calendar days in advance of the redemption or conversion

date. Please also note that such event may trigger the Exchange’s Timely Alert/Material News Policy.

Other Corporate Action Notifications: Advance notice to the Exchange and public dissemination via a

press release or another Regulation FD-compliant method is required for any corporate action affecting

the listed security, including, but not limited to, change in name/symbol/CUSIP, redomestication, business

reorganization, or a tender or exchange offer. Such announcement should be issued at least ten calendar

days in advance of the effective date of the corporate action and contain all relevant information on the

corporate action, and clearly state the anticipated timing of the event. The Exchange disseminates this

systematic changes on their end.

in advance of the desired listing date. An inability to timely make a security DRS eligible may cause the

listing date to be delayed.

Section 203.01 of the Listed Company Manual requires any company with voting or non-voting common

Separately, a listed company that is not required to comply with the SEC proxy rules must:

financial statements free of charge upon request.

• For Domestic companies, the Annual Written Affirmation is due no later than 30 days after the

• FPIs are required to file an Annual Written Affirmation 30 calendar days after the company’s

after any triggering event specified on that form. Domestic companies are not required to submit an

Interim Written Affirmation for changes that occur within 30 days after the annual meeting if they are

included in the Annual Written Affirmation.

The Annual Written Affirmation and Annual CEO Certification are automatically created by Listing

Manager and the Interim Written Affirmation can be created by a Listing Manager user. Please consult

Listed Company Manual. These changes should be reported to the company’s Listings representative so

that contact information can be updated. Please also note that a change in officer may trigger the

Exchange’s Timely Alert/Material News Policy.

A listed company is required to file a Supplemental Listing Application (“SLAP”) to seek authorization from

the Exchange for a variety of corporate events, including:

• Issuance (or reserve for issuance) of additional shares of a listed security;

• Issuance (or reserve for issuance) of additional shares of a listed security that are issuable upon

• Change in corporate name, state of incorporation, or par value; and/or

that a SLAP be submitted electronically through Listing Manager as soon as a listed company’s board

approves a transaction.

Section 703 of the Listed Company Manual provides additional information on the timing and content of

SLAPs. Domestic companies should also give particular attention to Sections 303A.08, 312.03 and 313 of

the Listed Company Manual (see Shareholder Approval and Voting Rights Requirements below).

Generally, FPIs may follow home country practice in lieu of these requirements. Please consult the

Exchange if you have any questions.

transactions" refers to transactions required to be disclosed pursuant to Form 20-F, Item 7.B.