Securities Trading Policy
Securities Trading Policy 1.
What is the purpose of this policy?
This policy sets out the circumstances in which directors and employees of Tatts Group Limited (the Company) and its subsidiaries may deal in Company Securities and enter into transactions in Associated Products. There are important restrictions on such dealings that you need to be aware of. This policy is therefore designed to: a)
assist directors and employees comply with insider trading laws; and
b)
ensure that the reputation of the Company is not adversely impacted by perceptions of dealing in securities by directors and employees at inappropriate times.
A breach of this policy will be regarded seriously and may lead to disciplinary action, including dismissal.
2.
Some key definitions
People "deal" in Company Securities or Associated Products if they apply for, buy or sell Company Securities or enter into transactions in Associated Products, or enter into an agreement to do any of those things. Company Securities includes shares, debentures (including convertible notes) and options issued by the Company, as well as derivatives and any other financial products with respect to the Company or its securities, whether or not able to be traded on ASX or any other securities exchange, and whether or not such securities are created by the Company or issued or created by third parties. Associated Products means products that operate to limit the economic risk of holding Company Securities. See the dictionary (schedule) for the meanings of other terms used in this policy.
3.
Outline of the Insider Trading Prohibition
3.1.
Prohibited conduct If a director or employee possesses inside information in relation to the Company, the person must not: a)
deal in Company Securities or Associated Products;
b)
procure another person to deal in Company Securities or Associated Products; or
c)
directly or indirectly communicate the information, or cause the information to be communicated, to another person if the person knows, or ought reasonably to know, that the other person would, or would be likely to, deal in Company Securities or Associated Products in any way or procure a third person to deal in Company Securities or Associated Products.
To "procure" another person to deal in Company Securities or Associated Products includes inciting, inducing or encouraging a person to deal in Company Securities or Associated Products. A director or employee, therefore, who acquires Company Securities or enters into transactions in Associated Products through one of their Connected Persons (or any other person) while in possession of inside information may contravene the insider trading prohibition and this policy. 3.2.
Connected Persons Connected Persons means the relevant director or employee’s spouse or de facto partner, any children of the relevant director or employee (or of their spouse or de facto partner), and any family company, family trust or selfmanaged superannuation fund that the director or employee (or their spouse, de factor partner or children) may control or have an interest in. Where a director or employee has an obligation under paragraphs 3.1, 4.1, 4.2, 6.2, and 7 or otherwise in relation to dealings in Company Securities, the relevant director or employee must use reasonable endeavours to procure that their Connected Persons also comply with the relevant obligation.
3.3.
When a person possesses "inside information" A director or employee is responsible for assessing whether they possess inside information in relation to the Company. A director or employee will possess “inside information” where: a)
they possess information that is not generally available and, if the information were generally available, a reasonable person would expect it to have a material effect on the price or value of Company Securities; and
b)
they know, or ought reasonably to know, that the information is not generally available and, if it were generally available, a reasonable person would expect it to have a material effect on the price or value of Company Securities.
Directors and employees must assume that information is generally available only if it has been announced to ASX and a reasonable time has elapsed.
A reasonable person would be taken to expect information to have a material effect on the price or value of Company Securities if (and only if) the information would, or would be likely to, influence persons who commonly acquire securities in deciding whether or not to acquire or dispose of Company Securities. 3.4.
Examples of inside information The following are possible examples of inside information which, if they had not already been disclosed to the market, may be likely to affect materially the price of the Company’s securities:
3.5.
a)
the Company considering a major acquisition or disposal of assets;
b)
the threat of major litigation against the Company;
c)
the Company’s financial results materially exceeding (or falling short of) the market’s expectations;
d)
a significant new development proposal;
e)
the likely granting (or loss) of a major contract or government licence or approval;
f)
a proposed dividend or change in dividend policy;
g)
a proposed new security issue; or
h)
a significant change in senior management.
The front page test It is important that directors and employees protect the Company’s reputation by ensuring that they do not take advantage, and are not seen as taking advantage, of their position to make financial gains (by, for example, dealing in Company Securities on the basis of inside information). As a guiding principle, directors and employees should ask themselves: If the market was aware of all the current circumstances, could the proposed dealing be perceived by the market as a director or employee taking advantage of their position in an inappropriate way? How would it look if the transaction were reported on the front page of the newspaper? (The Front Page Test) If the director or employee is unsure, he or she should consult the Company Secretary. Any requested approval will not be granted where the dealing would not satisfy the Front Page Test.
3.6.
Penalties A director or employee who deals or procures dealings in Company Securities while they possess inside information or communicates that information in the circumstances described in paragraph 3.1(c) above may be liable for both civil and criminal penalties, such as damages, significant fines and imprisonment.
4.
Restrictions on dealing relevant to all directors and employees
4.1.
Blackout Periods Directors and employees must not deal in, or procure dealing, in Company Securities or Associated Products during the following Blackout Periods: a)
1 January until the second trading day after the release of the half yearly results (usually the end of February);
b)
1 July until the second trading day after the release of the full year results (usually the end of August); and
c)
any other periods advised by the Board (via the Company Secretary) whether only to directors and Key Executives or otherwise that may include when the Company is considering matters that are subject to ASX Listing Rule 3.1A (disclosure carve-outs).
Even if a Blackout Period is not operating, a director or employee must not deal, or procure dealing, in Company Securities or Associated Products if the person is in possession of any inside information. Please note that this prohibition also applies to trading in securities of other listed entities while you are in possession of inside information about that entity, including, for example, an entity with which the Company is engaged in confidential negotiations about a material transaction. If an employee who is not a Key Executive wishes to deal in Company Securities or Associated Products during a Blackout Period, permission needs to be sought from the Chairman. The Chairman will generally direct an employee not to deal in Company Securities or Associated Products during any Blackout Period unless special circumstances exist (as determined by the Chairman in his or her absolute discretion). 4.2.
Short-term or speculative trading Directors and employees of the Company and its subsidiaries must not engage in short-term or speculative trading in Company Securities. The acquisition of Company Securities with a view to resale within a 12 month period and the sale of Company Securities with a view to repurchase within a 12 month period will generally be considered to be transactions of a "shortterm" nature. This prohibition also includes transactions in the derivative
markets, involving exchange traded options, share warrants, contracts for difference, and other similar instruments that are speculative. An exception to this rule is the sale of Company shares immediately after they have been acquired through the conversion of a Company Security (eg. exercise of an option granted under an employee equity plan). This will not be regarded as short-term trading.
5.
Permissible trading by directors and employees
5.1.
Permissible trading Subject to the director or employee not being in possession of inside information, directors and employees may at any time: a)
transfer Company Securities already held into a superannuation fund or other savings scheme or like fund in which the director or employee is a beneficiary;
b)
invest in, or trade in units of, a fund or other scheme (other than a scheme only investing in Company Securities) where the assets of the fund or other scheme are invested at the discretion of a third party;
c)
where a director or employee is a trustee, deal in Company Securities held or controlled by that trust provided the director or employee is not a beneficiary of the trust and any decision to deal during a Blackout Period is taken by the other trustees or by the investment managers independently of the director or employee;
d)
dispose of Company Securities arising from the acceptance of a takeover offer, scheme of arrangement or equal access buy-back;
e)
deal under an offer or invitation made to all or most of the Company’s shareholders, such as but not limited to: i.
a rights issue;
ii.
a security purchase plan;
iii.
a dividend or distribution reinvestment plan; or
iv.
a bonus issue made to all holders of Company Securities in the same class,
where the plan that determines the timing and structure of the offer has been approved by the Board. This includes decisions relating to whether or not to take up the entitlements and the sale of entitlements required to provide for the take up of the balance of entitlements under a renounceable pro rata issue;
5.2.
f)
dispose of Company Securities as a result of a secured lender unilaterally exercising their rights, for example, under a margin lending arrangement;
g)
convert (but not the sale of Company Securities following conversion) a convertible security;
h)
subject to paragraph 6.3, obtain a director’s share qualification.
Employee equity plans As a consequence of a specific exemption from the insider trading provisions, directors and employees may also at any time: a)
apply for and acquire Company Securities under an employee equity plan; or
b)
exercise options or rights acquired under an employee equity plan to acquire the Company's ordinary shares - but may not sell any of the shares received upon exercise of the options or rights other than in accordance with this policy and insider trading laws.
6.
Directors, Key Executives and the Senior Executive Group to provide prior written notice of dealings
6.1.
Who are Key Executives and members of the Senior Executive Group? In this policy:
6.2.
a)
Key Executives means the Chief Executive and those persons specified as key management personnel (and their respective “closely related parties” as that term is defined in the Corporations Act) as set out in the Company’s most recent Annual Report; and
b)
Senior Executive Group means all Company executives reporting directly to the Chief Executive Officer (Executives) and all direct reports to the Executives (Executive Direct Reports) which, for the avoidance of doubt, includes the personal assistant of each Key Executive.
No dealing without prior written notification Directors, Key Executives and members of the Senior Executive Group must not at any time deal, or procure a dealing, in Company Securities or Associated Products without prior written notification to: a)
the Chairman for directors and Key Executives; and
b)
the Company Secretary for members of the Senior Executive Group.
Such persons must also provide subsequent confirmation to the Company Secretary as soon as practicable but in any event no later than within three
Business Days after the dealing has occurred. 6.3.
Requests to trade during a Blackout Period If a director or a Key Executive wishes to deal in Company Securities or Associated Products during a Blackout Period, permission needs to be sought from the Chairman (and for the Chairman from the Audit Chairman). The Chairman (or Audit Chairman as the case may be) will only provide prior written consent to sell or otherwise dispose of (no consent will be provided to apply for or acquire) Company Securities or Associated Products during a Blackout Period where the director or Key Executive making the request is in ‘severe financial hardship’ or there are ‘exceptional circumstances’. ‘Severe financial hardship’ will include circumstances where the director or Key Executive making the request satisfies the Chairman (or in the case of the Chairman, the Audit Chairman) that the person has a pressing financial commitment that cannot be satisfied otherwise than by selling Company Securities or Associated Products. ‘Exceptional circumstances’ will include: a)
circumstances where the director or Key Executive is compelled by law or a regulatory requirement to dispose of Company Securities or Associated Products (e.g. court order, court enforceable undertakings);
b)
such other circumstances which the director or Key Executive satisfies the Chairman (or in the case of the Chairman, the Audit Chairman) that sale or disposal of Company Securities or Associated Products is the only reasonable course of action available.
It should be noted a tax liability relating to Company Securities received under an employee incentive scheme would not normally constitute ‘severe financial hardship’ or be considered an ‘exceptional circumstance’. Any permission to deal given to directors or Key Executives will be in writing and sent by email or other electronic means. That permission will specify the period during which the dealing can occur, which generally will not be more than five Business Days after the designated date for dealing specified in the request for permission. The relevant permission to trade may be revoked at any time. In any event, directors and Key Executives must not deal, or procure dealing, in Company Securities or Associated Products at any time if they are in possession of any "inside information", even if permission has been given. Permission to trade may be refused in the Chairman’s (or Audit Chairman’s) absolute discretion, without any reasons being given, and is final and binding on the director or Key Executive or employee seeking the clearance. If clearance to trade is refused, the director or Key Executive or employee must keep that
information confidential and not disclose it to anyone.
7.
Additional restrictions on dealings for directors, Key Executives and the Senior Executive Group
7.1.
Hedging and short selling Directors, Key Executives and members of the Senior Executive Group must not enter into any contract, arrangement or transaction that: a)
is designed or intended to hedge (or otherwise limit) their economic exposure to Company Securities that are subject to an unvested award granted under any employee incentive scheme or any Company Securities that are the subject of a disposal restriction;
b)
amounts to short selling Company Securities; or
c)
otherwise enables any director, Executive or members of the Senior Executive Group of the Company to profit from a decrease in the market price of Company Securities.
Unless otherwise advised at the time of grant of Company Securities under an employee incentive scheme, when the award has vested, the disposal restriction has ceased or where vesting conditions or the disposal restriction has been waived by the Board, the director, Key Executive or member of the Senior Executive Group will be entitled to deal with those Company Securities, subject to the terms of this policy. 7.2.
Margin lending Directors, Key Executives and members of the Senior Executive Group must not at any time, directly or indirectly, grant any form of security (whether by way of charge, mortgage, pledge or otherwise) over any Company Securities that are unvested or subject to a holding lock to secure any obligation of that director or Key Executive to any third party, or enter into any margin lending arrangement involving such Company Securities. Subject to the paragraph above, the directors and Key Executives must not otherwise enter into or materially amend any margin lending arrangements which involve Company Securities without first conferring with the Chairman (or in the case of the Chairman, the Audit Chair). A director or Key Executive must immediately advise the Company Secretary in writing of the fact that they have entered into, or materially changed, margin lending arrangements involving Company Securities and advise the number of Company Securities subject to the arrangement and the extent to which they have drawn down under that arrangement, but in any event within three Business Days of doing so. The Company Secretary may seek, and a director or Key Executive must provide, further details about that margin lending arrangement where requested.
8.
Director Notification
In accordance with the ASX Listing Rules, the Company must notify ASX within five Business Days after any change in a director's relevant interest in securities of the Company or a related body corporate of the Company. Therefore, a director must immediately give the Company Secretary written notification of a dealing in Company Securities to enable the Company Secretary to make the necessary notifications to ASIC and ASX.
9.
Further Information
Directors and employees should read this Policy carefully and familiarise themselves with the procedures detailed in it. The Board will periodically review this policy or as legislative requirements change and as best practice for securities trading evolves. The Company Secretary will communicate any amendments to directors and employees. The Corporations Act prevails to the extent of any inconsistency between it and this policy. If the Company makes a material change to this policy, the amended policy will be provided to ASX for release to the market within five Business Days of the changes taking effect. If you have any questions on the policy, or require further information, please contact the Company Secretary.
20 August 2015
Schedule – Dictionary
ASIC means the Australian Securities and Investments Commission. Associated Products has the meaning set out in paragraph 2. Audit Chairman means the Chairman of the Audit, Risk and Compliance Committee from time to time. Blackout Periods means the periods set out in paragraph 3.2. Board means the board of directors of the Company from time to time. Business Day means a day on which commercial banks are open for business in Brisbane, Queensland. Company Securities has the meaning set out in paragraph 2. Connected Persons has the meaning set out in paragraph 3.2. Corporations Act means the Corporations Act 2001 (Cth). deal or a dealing has the meaning set out in paragraph 2. Executives has the meaning set out in paragraph 6.1. Executive Direct Reports has the meaning set out in paragraph 6.1. inside information has the meaning set out in paragraph 3.3. Key Executives has the meaning set out in paragraph 6.1. procure has the meaning set out in paragraph 3.1. Senior Executive Group has the meaning set out in paragraph 6.1.
What is the purpose of this policy?
This policy sets out the circumstances in which directors and employees of Tatts Group Limited (the Company) and its subsidiaries may deal in Company Securities and enter into transactions in Associated Products. There are important restrictions on such dealings that you need to be aware of. This policy is therefore designed to: a)
assist directors and employees comply with insider trading laws; and
b)
ensure that the reputation of the Company is not adversely impacted by perceptions of dealing in securities by directors and employees at inappropriate times.
A breach of this policy will be regarded seriously and may lead to disciplinary action, including dismissal.
2.
Some key definitions
People "deal" in Company Securities or Associated Products if they apply for, buy or sell Company Securities or enter into transactions in Associated Products, or enter into an agreement to do any of those things. Company Securities includes shares, debentures (including convertible notes) and options issued by the Company, as well as derivatives and any other financial products with respect to the Company or its securities, whether or not able to be traded on ASX or any other securities exchange, and whether or not such securities are created by the Company or issued or created by third parties. Associated Products means products that operate to limit the economic risk of holding Company Securities. See the dictionary (schedule) for the meanings of other terms used in this policy.
3.
Outline of the Insider Trading Prohibition
3.1.
Prohibited conduct If a director or employee possesses inside information in relation to the Company, the person must not: a)
deal in Company Securities or Associated Products;
b)
procure another person to deal in Company Securities or Associated Products; or
c)
directly or indirectly communicate the information, or cause the information to be communicated, to another person if the person knows, or ought reasonably to know, that the other person would, or would be likely to, deal in Company Securities or Associated Products in any way or procure a third person to deal in Company Securities or Associated Products.
To "procure" another person to deal in Company Securities or Associated Products includes inciting, inducing or encouraging a person to deal in Company Securities or Associated Products. A director or employee, therefore, who acquires Company Securities or enters into transactions in Associated Products through one of their Connected Persons (or any other person) while in possession of inside information may contravene the insider trading prohibition and this policy. 3.2.
Connected Persons Connected Persons means the relevant director or employee’s spouse or de facto partner, any children of the relevant director or employee (or of their spouse or de facto partner), and any family company, family trust or selfmanaged superannuation fund that the director or employee (or their spouse, de factor partner or children) may control or have an interest in. Where a director or employee has an obligation under paragraphs 3.1, 4.1, 4.2, 6.2, and 7 or otherwise in relation to dealings in Company Securities, the relevant director or employee must use reasonable endeavours to procure that their Connected Persons also comply with the relevant obligation.
3.3.
When a person possesses "inside information" A director or employee is responsible for assessing whether they possess inside information in relation to the Company. A director or employee will possess “inside information” where: a)
they possess information that is not generally available and, if the information were generally available, a reasonable person would expect it to have a material effect on the price or value of Company Securities; and
b)
they know, or ought reasonably to know, that the information is not generally available and, if it were generally available, a reasonable person would expect it to have a material effect on the price or value of Company Securities.
Directors and employees must assume that information is generally available only if it has been announced to ASX and a reasonable time has elapsed.
A reasonable person would be taken to expect information to have a material effect on the price or value of Company Securities if (and only if) the information would, or would be likely to, influence persons who commonly acquire securities in deciding whether or not to acquire or dispose of Company Securities. 3.4.
Examples of inside information The following are possible examples of inside information which, if they had not already been disclosed to the market, may be likely to affect materially the price of the Company’s securities:
3.5.
a)
the Company considering a major acquisition or disposal of assets;
b)
the threat of major litigation against the Company;
c)
the Company’s financial results materially exceeding (or falling short of) the market’s expectations;
d)
a significant new development proposal;
e)
the likely granting (or loss) of a major contract or government licence or approval;
f)
a proposed dividend or change in dividend policy;
g)
a proposed new security issue; or
h)
a significant change in senior management.
The front page test It is important that directors and employees protect the Company’s reputation by ensuring that they do not take advantage, and are not seen as taking advantage, of their position to make financial gains (by, for example, dealing in Company Securities on the basis of inside information). As a guiding principle, directors and employees should ask themselves: If the market was aware of all the current circumstances, could the proposed dealing be perceived by the market as a director or employee taking advantage of their position in an inappropriate way? How would it look if the transaction were reported on the front page of the newspaper? (The Front Page Test) If the director or employee is unsure, he or she should consult the Company Secretary. Any requested approval will not be granted where the dealing would not satisfy the Front Page Test.
3.6.
Penalties A director or employee who deals or procures dealings in Company Securities while they possess inside information or communicates that information in the circumstances described in paragraph 3.1(c) above may be liable for both civil and criminal penalties, such as damages, significant fines and imprisonment.
4.
Restrictions on dealing relevant to all directors and employees
4.1.
Blackout Periods Directors and employees must not deal in, or procure dealing, in Company Securities or Associated Products during the following Blackout Periods: a)
1 January until the second trading day after the release of the half yearly results (usually the end of February);
b)
1 July until the second trading day after the release of the full year results (usually the end of August); and
c)
any other periods advised by the Board (via the Company Secretary) whether only to directors and Key Executives or otherwise that may include when the Company is considering matters that are subject to ASX Listing Rule 3.1A (disclosure carve-outs).
Even if a Blackout Period is not operating, a director or employee must not deal, or procure dealing, in Company Securities or Associated Products if the person is in possession of any inside information. Please note that this prohibition also applies to trading in securities of other listed entities while you are in possession of inside information about that entity, including, for example, an entity with which the Company is engaged in confidential negotiations about a material transaction. If an employee who is not a Key Executive wishes to deal in Company Securities or Associated Products during a Blackout Period, permission needs to be sought from the Chairman. The Chairman will generally direct an employee not to deal in Company Securities or Associated Products during any Blackout Period unless special circumstances exist (as determined by the Chairman in his or her absolute discretion). 4.2.
Short-term or speculative trading Directors and employees of the Company and its subsidiaries must not engage in short-term or speculative trading in Company Securities. The acquisition of Company Securities with a view to resale within a 12 month period and the sale of Company Securities with a view to repurchase within a 12 month period will generally be considered to be transactions of a "shortterm" nature. This prohibition also includes transactions in the derivative
markets, involving exchange traded options, share warrants, contracts for difference, and other similar instruments that are speculative. An exception to this rule is the sale of Company shares immediately after they have been acquired through the conversion of a Company Security (eg. exercise of an option granted under an employee equity plan). This will not be regarded as short-term trading.
5.
Permissible trading by directors and employees
5.1.
Permissible trading Subject to the director or employee not being in possession of inside information, directors and employees may at any time: a)
transfer Company Securities already held into a superannuation fund or other savings scheme or like fund in which the director or employee is a beneficiary;
b)
invest in, or trade in units of, a fund or other scheme (other than a scheme only investing in Company Securities) where the assets of the fund or other scheme are invested at the discretion of a third party;
c)
where a director or employee is a trustee, deal in Company Securities held or controlled by that trust provided the director or employee is not a beneficiary of the trust and any decision to deal during a Blackout Period is taken by the other trustees or by the investment managers independently of the director or employee;
d)
dispose of Company Securities arising from the acceptance of a takeover offer, scheme of arrangement or equal access buy-back;
e)
deal under an offer or invitation made to all or most of the Company’s shareholders, such as but not limited to: i.
a rights issue;
ii.
a security purchase plan;
iii.
a dividend or distribution reinvestment plan; or
iv.
a bonus issue made to all holders of Company Securities in the same class,
where the plan that determines the timing and structure of the offer has been approved by the Board. This includes decisions relating to whether or not to take up the entitlements and the sale of entitlements required to provide for the take up of the balance of entitlements under a renounceable pro rata issue;
5.2.
f)
dispose of Company Securities as a result of a secured lender unilaterally exercising their rights, for example, under a margin lending arrangement;
g)
convert (but not the sale of Company Securities following conversion) a convertible security;
h)
subject to paragraph 6.3, obtain a director’s share qualification.
Employee equity plans As a consequence of a specific exemption from the insider trading provisions, directors and employees may also at any time: a)
apply for and acquire Company Securities under an employee equity plan; or
b)
exercise options or rights acquired under an employee equity plan to acquire the Company's ordinary shares - but may not sell any of the shares received upon exercise of the options or rights other than in accordance with this policy and insider trading laws.
6.
Directors, Key Executives and the Senior Executive Group to provide prior written notice of dealings
6.1.
Who are Key Executives and members of the Senior Executive Group? In this policy:
6.2.
a)
Key Executives means the Chief Executive and those persons specified as key management personnel (and their respective “closely related parties” as that term is defined in the Corporations Act) as set out in the Company’s most recent Annual Report; and
b)
Senior Executive Group means all Company executives reporting directly to the Chief Executive Officer (Executives) and all direct reports to the Executives (Executive Direct Reports) which, for the avoidance of doubt, includes the personal assistant of each Key Executive.
No dealing without prior written notification Directors, Key Executives and members of the Senior Executive Group must not at any time deal, or procure a dealing, in Company Securities or Associated Products without prior written notification to: a)
the Chairman for directors and Key Executives; and
b)
the Company Secretary for members of the Senior Executive Group.
Such persons must also provide subsequent confirmation to the Company Secretary as soon as practicable but in any event no later than within three
Business Days after the dealing has occurred. 6.3.
Requests to trade during a Blackout Period If a director or a Key Executive wishes to deal in Company Securities or Associated Products during a Blackout Period, permission needs to be sought from the Chairman (and for the Chairman from the Audit Chairman). The Chairman (or Audit Chairman as the case may be) will only provide prior written consent to sell or otherwise dispose of (no consent will be provided to apply for or acquire) Company Securities or Associated Products during a Blackout Period where the director or Key Executive making the request is in ‘severe financial hardship’ or there are ‘exceptional circumstances’. ‘Severe financial hardship’ will include circumstances where the director or Key Executive making the request satisfies the Chairman (or in the case of the Chairman, the Audit Chairman) that the person has a pressing financial commitment that cannot be satisfied otherwise than by selling Company Securities or Associated Products. ‘Exceptional circumstances’ will include: a)
circumstances where the director or Key Executive is compelled by law or a regulatory requirement to dispose of Company Securities or Associated Products (e.g. court order, court enforceable undertakings);
b)
such other circumstances which the director or Key Executive satisfies the Chairman (or in the case of the Chairman, the Audit Chairman) that sale or disposal of Company Securities or Associated Products is the only reasonable course of action available.
It should be noted a tax liability relating to Company Securities received under an employee incentive scheme would not normally constitute ‘severe financial hardship’ or be considered an ‘exceptional circumstance’. Any permission to deal given to directors or Key Executives will be in writing and sent by email or other electronic means. That permission will specify the period during which the dealing can occur, which generally will not be more than five Business Days after the designated date for dealing specified in the request for permission. The relevant permission to trade may be revoked at any time. In any event, directors and Key Executives must not deal, or procure dealing, in Company Securities or Associated Products at any time if they are in possession of any "inside information", even if permission has been given. Permission to trade may be refused in the Chairman’s (or Audit Chairman’s) absolute discretion, without any reasons being given, and is final and binding on the director or Key Executive or employee seeking the clearance. If clearance to trade is refused, the director or Key Executive or employee must keep that
information confidential and not disclose it to anyone.
7.
Additional restrictions on dealings for directors, Key Executives and the Senior Executive Group
7.1.
Hedging and short selling Directors, Key Executives and members of the Senior Executive Group must not enter into any contract, arrangement or transaction that: a)
is designed or intended to hedge (or otherwise limit) their economic exposure to Company Securities that are subject to an unvested award granted under any employee incentive scheme or any Company Securities that are the subject of a disposal restriction;
b)
amounts to short selling Company Securities; or
c)
otherwise enables any director, Executive or members of the Senior Executive Group of the Company to profit from a decrease in the market price of Company Securities.
Unless otherwise advised at the time of grant of Company Securities under an employee incentive scheme, when the award has vested, the disposal restriction has ceased or where vesting conditions or the disposal restriction has been waived by the Board, the director, Key Executive or member of the Senior Executive Group will be entitled to deal with those Company Securities, subject to the terms of this policy. 7.2.
Margin lending Directors, Key Executives and members of the Senior Executive Group must not at any time, directly or indirectly, grant any form of security (whether by way of charge, mortgage, pledge or otherwise) over any Company Securities that are unvested or subject to a holding lock to secure any obligation of that director or Key Executive to any third party, or enter into any margin lending arrangement involving such Company Securities. Subject to the paragraph above, the directors and Key Executives must not otherwise enter into or materially amend any margin lending arrangements which involve Company Securities without first conferring with the Chairman (or in the case of the Chairman, the Audit Chair). A director or Key Executive must immediately advise the Company Secretary in writing of the fact that they have entered into, or materially changed, margin lending arrangements involving Company Securities and advise the number of Company Securities subject to the arrangement and the extent to which they have drawn down under that arrangement, but in any event within three Business Days of doing so. The Company Secretary may seek, and a director or Key Executive must provide, further details about that margin lending arrangement where requested.
8.
Director Notification
In accordance with the ASX Listing Rules, the Company must notify ASX within five Business Days after any change in a director's relevant interest in securities of the Company or a related body corporate of the Company. Therefore, a director must immediately give the Company Secretary written notification of a dealing in Company Securities to enable the Company Secretary to make the necessary notifications to ASIC and ASX.
9.
Further Information
Directors and employees should read this Policy carefully and familiarise themselves with the procedures detailed in it. The Board will periodically review this policy or as legislative requirements change and as best practice for securities trading evolves. The Company Secretary will communicate any amendments to directors and employees. The Corporations Act prevails to the extent of any inconsistency between it and this policy. If the Company makes a material change to this policy, the amended policy will be provided to ASX for release to the market within five Business Days of the changes taking effect. If you have any questions on the policy, or require further information, please contact the Company Secretary.
20 August 2015
Schedule – Dictionary
ASIC means the Australian Securities and Investments Commission. Associated Products has the meaning set out in paragraph 2. Audit Chairman means the Chairman of the Audit, Risk and Compliance Committee from time to time. Blackout Periods means the periods set out in paragraph 3.2. Board means the board of directors of the Company from time to time. Business Day means a day on which commercial banks are open for business in Brisbane, Queensland. Company Securities has the meaning set out in paragraph 2. Connected Persons has the meaning set out in paragraph 3.2. Corporations Act means the Corporations Act 2001 (Cth). deal or a dealing has the meaning set out in paragraph 2. Executives has the meaning set out in paragraph 6.1. Executive Direct Reports has the meaning set out in paragraph 6.1. inside information has the meaning set out in paragraph 3.3. Key Executives has the meaning set out in paragraph 6.1. procure has the meaning set out in paragraph 3.1. Senior Executive Group has the meaning set out in paragraph 6.1.
