RQ10.06 AACo Share Trading Policy

Transcription

1 Australian Agricultural Cmpany Limited ACN RQ10.06 AAC Share Trading Plicy Versin 5 This plicy was apprved by the Bard f Australian Agricultural Cmpany Limited n 15 December This plicy was amended with the apprval f the Bard f Australian Agricultural Cmpany Limited n 29 Nvember 2011.

2 AAC Share Trading Plicy 1. Plicy Statement The Bard f the Cmpany ( Bard ) cnsidered it essential that AAc Key Management Persnnel & their assciates, cmply with bth the law and high ethical standards at all times. Insider Trading is bth illegal and unethical. The AAc Share Trading Plicy ( this plicy ) regulates dealings by the Cmpany s Key Management Persnnel in shares, ptins and ther securities issued by AAc. Assciated Plicies and Frms RQ Apprval t Trade Frm 2. Purpse This plicy has been adpted by the Bard t: Ensure that AAc Key Management Persnnel are aware f the legal restrictins n trading shares, ptins r ther securities whilst being in pssessin f Inside Infrmatin cncerning the Cmpany r its subsidiaries; Minimise the pssibility f misunderstanding r suspicins arising ut f Key Management Persnnel trading in the Cmpany s shares; and Prtect Sharehlders interests at all times by ensuring that Key Management Persnnel d nt use any AAc price-sensitive infrmatin fr their persnal advantage. This plicy applies t: Dealing in AAc securities directly by Key Management Persnnel reasnably expected t be in pssessin f Inside Infrmatin; Dealings in AAc securities thrugh entities r trusts cntrlled by the relevant persn, r in which they have an interest; and Encuraging family, friends r anyne else t s deal. Any breach f terms within this plicy will be regarded as serius miscnduct and may result in terminatin f emplyment.

3 3. Restrictins n Trading a. Legislative Restrictins Under the Crpratins Act, if: A persn pssesses Inside Infrmatin; and The persn knws r ught t reasnably knw, that the infrmatin qualifies as Inside Infrmatin, the persn MUST NOT (whether as a principal r agent): Deal in Cmpany shares; r Prcure anther persn t deal in Cmpany shares; r Directly r indirectly cmmunicate the Inside Infrmatin, r cause the Inside Infrmatin t be cmmunicated t any ther persn wh they knw, r ught reasnably t knw, wuld be likely t deal in the Cmpany shares r prcure anther persn t d s. Maximum penalties under the Crpratins Act fr a breach f Insider Trading prvisin are: $220,000 r imprisnment fr 5 years r bth in the case f a natural persn; and Unlimited civil liability. b. AAc Trading Restrictins - Inside Infrmatin Key Management Persnnel f the Grup must nt undertake any frm f Insider Trading, and in particular, must nt deal in Cmpany shares at any time (including during the Blackut Perid (see belw)), if that persn is in pssessin f Inside Infrmatin and knws, r ught t knw, that the infrmatin is Inside Infrmatin. Where Key Management Persnnel are unsure as t whether they are in pssessin f Inside Infrmatin they shuld discuss the matter with the relevant cntact persn listed belw. c. AAc - Trading Restrictins - Black-ut Perid Key Management Persnnel MUST NOT deal in AAc securities during the fllwing perids, each being a Black-ut Perid : The 30 days prir t and ne business day after the annuncement f half-year results r full-year results;

4 The 30 days prir t and ne business day after the date scheduled fr the hlding f the Annual General Meeting f the Cmpany, being the date specified in the relevant Ntice f Annual General Meeting; The 30 day perid prir t and ne business day after the issue f a prspectus ffering AAc securities (r any dcument cntaining equivalent infrmatin); and Any ther time by ntice frm the Cmpany This prhibitin applies t AAc shares and financial prducts issued r created ver r in respect f AAc shares. d. Directrs & CEO - Ntificatin Prir t Trading Befre any Directr r CEO deals in any shares, (including ptins in respect f shares) at anytime, he r she must discuss the prpsed dealing with: The Chairman (in the case f Directrs & CEO); r In the case f the Chairman, a Directr chsen by the Bard fr that purpse. RQ Apprval t Trade Frm shuld be used fr this cmmunicatin. If an apprved share trade is cnducted, the Directr r CEO must prvide in writing t the Cmpany Secretary/General Cunsel the fllwing details f the transactin (making reference t the prir apprval), within 3 business days: Number f securities invlved; Unit Price paid / received. e. Emplyees - Ntificatin Prir t Trading Befre any Emplyee wh is Key Management Persnnel (ther than Directrs and the CEO) deals in any shares at anytime, they must discuss the prpsed dealing with: The Cmpany Secretary/General Cunsel (in the case f Emplyees); r In the case f the Cmpany Secretary/General Cunsel, the Chairman f the Bard. RQ Apprval t Trade Frm shuld be used fr this cmmunicatin. The Emplyee must then ntify the Cmpany Secretary/General Cunsel in writing (making reference t the prir apprval), f any dealings in AAc shares, within 3 business days f the trade.

5 f. Exclusins The restrictin set ut in paragraph 3 abve des nt apply in relatin t: transfers f Cmpany securities which were already held in a superannuatin fund r ther saving scheme in which the Key Management Persnnel is a beneficiary; an investment in, r trading in units f, a fund r scheme (ther than a scheme nly investing in Cmpany securities) where the assets f the fund r scheme are invested at the discretin f a third party; where the Key Management Persnnel is a trustee, trading f Cmpany securities by the trust prvided the Key Management Persnnel is nt a beneficiary f the trust and any decisin t trade is taken by the ther trustees r investment managers independently f the Key Management Persnnel; undertakings t accept, r the acceptance f, a takever ffer; trading under an ffer r invitatin made t all r mst f the security hlders, such as, a rights issue, security purchase plan, a dividend reinvestment plan and an equal access buy-back where the plan has been apprved by the Bard 1 ; a dispsal f Cmpany securities that is the result f a secured lender exercising their rights, fr example, under a margin lending arrangement; the exercise 2 f an ptin r a right under an emplyee incentive scheme, r the cnversin f a cnvertible security, where the final date fr exercise f the ptin r right, r the cnversin f the security falls during a Black-ut Perid and the Cmpany has been in an exceptinally lng Black-ut Perid (r series f cnsecutive Black-ut Perids) and the Key Management Persnnel culd nt reasnably have been expected t exercise it at a time when free t d s; and trading under a nn-discretinary trading plan fr which prir written clearance has been prvided in accrdance with paragraphs 4 r 5 abve (as applicable) and where: the Key Management Persnnel did nt enter int the plan r amend the plan during a Black-ut Perid; the trading plan des nt permit the restricted persn t exercise any influence r discretin ver hw, when r whether t trade; and the Key Management Persnnel is nt allwed t cancel the trading plan r therwise vary the terms f his r her participating in the trading plan during a Black-ut Perid trading in Exceptinal Circumstances as described in paragraph 7 belw. 1 This includes decisins relating t whether r nt t take up the entitlements and the sale f entitlements required t prvide fr the take up f the balance f entitlements under a renuncable pr rata issue. 2 But nt the sale f Cmpany shares fllwing the exercise

6 f. Exceptinal Circumstances Despite paragraph 3 abve, Key Management Persnnel wh are nt in pssessin f Inside Infrmatin in relatin t the Cmpany may be given prir written clearance t sell r therwise dispse f Cmpany securities during a Black-ut Perid where the Key Management Persnnel is in severe financial hardship r ther exceptinal circumstances apply. Key Management Persnnel will generally be cnsidered t be in severe financial hardship if he r she has a pressing financial cmmitment that cannt be satisfied ther than by selling Cmpany securities. In carrying ut discussins in accrdance with paragraphs 4 and 5 abve, the Key Management Persnnel must demnstrate that the sale r dispsal f the Cmpany securities is the nly reasnable curse f actin available. Any prir written clearance given t Key Management Persnnel under this paragraph 7 must be given in writing and has effect fr a perid f 5 days frm the date it is given. g. Margin Lending If Key Management Persnnel prpses t enter int an agreement that prvides lenders with rights ver their interests in Cmpany securities, the Key Management Persnnel must prvide the details f the prpsed agreement (including trigger pints, right f lender t sell unilaterally and any ther details which may be cnsidered material) t the designated Officer under paragraphs 4 r 5 abve (as applicable). 3. Shrt Term and Other Dealings N Key Management Persnnel may deal in Cmpany shares at any time fr shrt term gain, including buying and selling shares in a 3 mnth perid r using frward cntracts, withut the apprval f the Chairman, in the case f the Chairman, a Directr chsen by the Bard fr that purpse. Key Management Persnnel must nt enter int any scheme, arrangement r agreement (including ptins and derivatives) under which the Emplyee may alter the ecnmic benefit/risk derived frm security hldings in the cmpany under unvested entitlements (e.g. unvested equity-based incentive r award grant). Exemptin The Bard may exempt certain Emplyees frm the requirement t btain apprval under this plicy, in respect f a special class f dealings under Emplyee share schemes designated by the Bard, where such dealing is therwise permitted by law. 4. Brader Applicatin f the Law a. Applicatin t ther persns The restrictins n Inside Infrmatin in the Crpratins Act apply, nt just t Key Management Persnnel, but t any persn pssessing Inside Infrmatin, including cntractrs t the Cmpany, r any f its subsidiaries and advisers t the Cmpany r any ex Emplyees, ex Officers, r ex Directrs.

7 b. Shares f ther Cmpanies Key Management Persnnel are als prhibited in dealing in the shares f utside cmpanies, abut which they may gain Inside Infrmatin by virtue f their psitin at AAc. E.g. if an AAc emplyee was aware that the Cmpany was abut t sign a majr deal with anther cmpany, the emplyee culd nt deal in shares f either AAc r the ther party. 5. Definitins Inside Infrmatin Has the meaning given in sectin 1042A f the Crpratins Act. By way f example, Inside Infrmatin may include: Prpsed changes in debt and share capital; Infrmatin t be disclsed under the prvisins f the Crpratins Act, including financial results; Prpsed changes t the Bard ther than the filling f a casual vacancy r a retirement due t ill health r sme similar situatin; Prpsed changes in the general character r nature f the business (including mergers and acquisitin activity and dispsals); Infrmatin regarding changes in the hldings f substantial sharehlders; Threat f material litigatin; Severe disease utbreak r fd safety incident in the cmpany, befre market ntificatin. Insider Trading Insider Trading is a criminal ffence under the Crpratins Act, punishable by large fines, imprisnment r bth. Insider Trading ccurs where a persn has pssessin f Inside Infrmatin and the persn knws, r ught reasnably t knw, that the persn has pssessin f Inside Infrmatin; and the persn trades in cmpany shares whilst in pssessin f the Inside Infrmatin; r the persn prcures anther persn t trade in cmpany shares whilst in pssessin f the Inside Infrmatin; r the persn passes n Inside Infrmatin knwing that they will use this infrmatin t trade in cmpany shares. Assciate Margin Lending Key Management Persnnel An assciate is a spuse, de fact, partner, child at hme, family trust r cmpany ver which a Directr r Emplyee r their assciate has cntrl, and ther clse assciates f the emplyee. Margin Lending is the prcess f brrwing mney t buy shares, r ther security, using shares r security as cllateral. Key Management Persnnel are thse persns having authrity and respnsibility fr planning, directing and cntrlling the activities f the Cmpany, directly r indirectly, including any Directr (whether executive r therwise) f the Cmpany.

8 Apprval This plicy was apprved by the Bard f Australian Agricultural Cmpany Limited n 15 December This plicy was amended with the apprval f the Bard f Australian Agricultural Cmpany Limited n 29 Nvember Plicy Owner Cmpany Secretary/General Cunsel.