This share trading policy sets out the Company’s policy regarding the trading in the Company’s securities. This policy is separate from and additional to the legal constraints imposed by the common law, the Corporations Act and the ASX Listing Rules.

 

This policy applies to all Directors and employees of the Company and their associates (including spouses, children, family trust and family companies) as well as contractors, consultants, advisers and auditors of the Company (“designated officers”).

 

It is illegal to trade in the Company’s securities while in possession of unpublished price sensitive information concerning the Company. Under the Corporations Act a person with inside information must not, and must not procure another person, to deal in the securities of a body corporate or enter into an agreement to deal in the securities of a body corporate. Inside information is defined in the Corporations Act as information that:

General Prohibition on Insider Trading

All designated officers are prohibited from trading in the Company’s securities while in possession of unpublished price sensitive information concerning the Company. In addition, while in possession of unpublished price sensitive information designated officers must not advise others to trade in the Company’s securities or communicate the information to another person knowing that the person may use the information to trade in, or procure someone else to trade in, the Company’s securities.

 

Unpublished price sensitive information is information regarding the Company, of which the market is not aware and that a reasonable person would expect to have a material effect on the price or value of the Company’s securities, and includes:

Restrictions on Short-Term Trading

The Company encourages Directors and employees to adopt a long-term attitude to their investment in the Company’s securities. Consequently, Directors and employees should not engage in short-term or speculative trading of the Company’s securities.

Notification of Proposed Trade in Company Securities

Directors

Prior to trading in (either buying or selling) the Company’s securities, Directors must notify the Chairman (or in the case of the Chairman he must notify a Non-Executive Director) of their intention to trade and confirm that they are not in possession of any unpublished price sensitive information.

 

Employees

Prior to trading in (either buying or selling) the Company’s securities, employees must notify the Chief Executive Officer of their intention to trade and confirm that they are not in possession of any unpublished price sensitive information.

 

Breaches of this policy will be subject to disciplinary action, which may include termination of employment.

Notification of trade in Company Securities

Directors must also notify the Company Secretary of any trade in the Company’s securities within 2 days of such trade occurring so that the Company Secretary can comply with the ASX Listing Rule 3.19A requirement to notify the ASX of any change in a notifiable interest held by a Director.

Policy for Trading in Company Securities

Directors, officers and employees (in this policy references to Directors, officers and employees includes all associates of the Directors, officers and employees) who wish to trade in Company securities must first have regard to the statutory provisions of the Corporations Act dealing with insider trading.

 

Insider trading is the practice of dealing in a company's securities (ie. shares or options) by a person with some connection with a company (eg. an employee) in possession of information generally not available to the public, but may be relevant to the value of the company's securities or may influence a person's decision to transact in the company's securities. It may also include the passing on of this information to another. Legally, insider trading is an offence which carries severe penalties, including imprisonment.

 

Insider Trading Prohibition

In summary, Directors, officers and employees of the Company must not, whether in their own capacity or as an agent for another, subscribe for, purchase or sell, or enter into an agreement to subscribe for, purchase or sell, any securities (ie. shares or options) in the Company, or procure another person to do so:

1 if that Director, officer or employee possesses information that a reasonable person would expect to have a material effect on the price or value of the securities or influence a person's decision to buy or sell the securities in the Company if the information was generally available;
2 if the Director, officer or employee knows or ought reasonably to know, that:
(a) the information is not generally available; and
(b) if it were generally available, it might have a material effect on the price or value of the securities or influence a person's decision to buy or sell the securities in the Company; and
(c) without first seeking and obtaining written acknowledgement from the Chairman or in his absence, the Chief Executive Officer.

 

Further, Directors, officers and employees must not either directly or indirectly pass on this kind of information to another person if they know, or ought reasonably to know, that this other person is likely to deal in the securities of the Company or procure another person to do so.

 

Blackout Period
In addition to the prohibitions on insider trading set out in the Corporations Act, the Company identifies the circumstances set out below, where Directors, officers and employees must not trade in the Company’s securities.

 

A Director or officer or senior accounting employee, must not during the period commencing one month immediately preceding the earlier of:

1. the date of the Board meeting for the approval of the Company’s interim or annual results; or
2. the deadline for the Company to publish its interim or annual results announcement,

and ending on the date of the results announcement, purchase any securities of the Company nor should he or she sell any such securities unless the circumstances are exceptional and the procedure described below has been met.

 

A person may trade in the Company's securities inside of the blackout period described above in the following circumstances:

The Company wishes to encourage Directors and officers to defer trades if an announcement of a major event or the release of price-sensitive information is likely to occur shortly after a proposed trade, even if it is inside the trading window.

 

Long Term Trading
The Company wishes to encourage Directors, officers and employees to adopt a long term attitude to investment in the Company's securities. Therefore, Directors, officers and employees must not engage in short term or speculative trading of the Company's securities.

 

Prohibited Transactions
Directors, officers and employees must not enter into transactions or arrangements which operate to limit the economic risk of their security holding in the Company without first seeking and obtaining written acknowledgement from the Chairman or the Chief Executive Officer.

 

Executives are prohibited from entering into transactions or arrangements which limit the economic risk of participating in unvested entitlements.

 

Notification
Directors must disclose details of changes in securities of the Company they hold (directly or indirectly) to the Company Secretary as soon as reasonably possible after the date of the contract to buy and sell the securities ("Contract Date") but in any event:

1. no later than 2 business days after the Contract Date; or

2. if you begin to have or cease to have a substantial shareholding or there is a change in your substantial holding, the business day after the Contract Date.

 

The Company Secretary is to maintain a register of notifications and acknowledgements given in relation to trading in the Company’s securities. The Company Secretary must report all notifications of dealings in the Company's securities to the next board meeting of the Company.

 

Breaches
Breach of the insider trading prohibition could expose you to criminal and civil liability. Breach of insider trading law or this Policy will be regarded by the Company as serious misconduct which may lead to disciplinary action and/or dismissal.

 

This Policy does not contain an exhaustive analysis of the restrictions imposed on, and the very serious legal ramifications of, insider trading. Directors, officers and employees who wish to obtain further advice in this matter, are encouraged to contact the company secretary.

 

This Policy also applies to the Company's related entities, including subsidiaries.