Share Trading Policy Spotless Group Holdings Limited ACN 154 229 562 Adopted by the Company board on 26 March 2014
Contents Page 1 Introduction 1 2 Persons to whom this Policy applies 1 3 Purpose 1 4 Restrictions on trading 2 5 Exemptions from the restrictions in this policy 4 6 Securities in other companies 5 7 ASX Notifications 5 8 Breach of this policy 5 9 Further information 5 10 Changes to this policy 5 31496674_2_share trading policy - final
1 Introduction The Corporations Act 2001 (Cth) (Corporations Act) prohibits the trading in shares, options, debentures (including convertible notes) and other securities (securities) of a company by any person who is in possession of undisclosed price sensitive information regarding that company. The Corporations Act imposes substantial penalties on persons who breach those provisions. This policy regulates Directors and management of Spotless Group Holdings Limited (Spotless or the Company) in relation to dealings in Spotless securities or in dealings in securities of any other entity generally when in possession of inside information obtained via office or employment with Spotless. 2 Persons to whom this Policy applies Unless otherwise stated, this Policy applies to: all Directors and officers of the Group ; (d) all direct reports to the Chief Executive Officer (CEO) and their direct reports; any other personnel designated by the Board (collectively, Personnel); and related parties (as the term is defined in the Corporations Act) of all Directors and officers of the Company, all direct reports to the CEO and their direct reports and all other Personnel of the Company. In this Policy, the persons listed above are called Relevant Persons. In addition, this policy applies to any employee to the extent that employee is in possession as defined below. Where this Policy requires a Relevant Person to do something (for example, obtaining clearance to conduct certain behaviour), that person must also do it for their related parties. 3 Purpose The primary purpose of this policy is to ensure that Relevant Persons: are aware of, and abide by, the legal restrictions on trading securities while in possession of Inside Information; adhere to high ethical and legal standards in relation to their personal investments in the Company s securities; and do not have personal investments that conflict with the interests of the Company and other shareholders in relation to the Company s securities. This policy also sets out more general restrictions on trading with Inside Information (as defined below). This policy is not designed to prohibit Relevant Persons from investing in the Company s securities, but does recognise that there may be times when Directors, officers or employees cannot or should not trade in the Company s securities. This policy also imposes certain Closed Periods during which trading is prohibited without written consent of the Company. 31496674_2_share trading policy - final page 1
4 Restrictions on trading 4.1 General prohibition on insider trading Relevant Persons and all employees must not, while in possession of Inside Information concerning the Company (whether or not it is a Closed Period): buy or sell any of the Company s securities at any time; procure another person to deal in the Company s securities; or directly or indirectly, communicate Inside Information, or cause the Inside 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: (A) (B) (C) deal in the Company s securities in any way; procure a third person to deal in the Company s securities in any way; or pass that information onto another person. In addition, all Relevant Persons and employees are prohibited from dealing in the securities of other companies about which they acquire Inside Information through their position with the Company. A person possesses Inside Information in relation to the Company where: the person possesses information that is not generally available to the public and, if the information were generally available, a reasonable person would expect it to have a material effect on the price or value of the Company s securities (or a decision whether or not to trade in them); and the person knows, 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 the Company s securities. Inside Information in relation to the securities of other companies has the same meaning for the purposes of this policy, except that references to the Company s securities should be read as references to the securities of the other company. (d) (e) A reasonable person would be taken to expect information to have a material effect on the price or value of securities if the information would, or would be likely to, influence a person who commonly invests in securities to either deal or not deal in securities in any way. For the purposes of this policy to deal in the Company s securities includes subscribing for, purchasing or selling the Company s securities or entering into an agreement to do any of those things. 4.2 Closed periods (No trade in Closed Periods) No Relevant Person may buy or sell the Company s securities during any Closed Period except as permitted under clause 4.4 or 4.5. (Closed Periods) For the purposes of this policy, a Closed Period is: the period commencing 6 weeks prior to the release of the Company s half year results to the ASX and ending 24 hours after such release; or 31496674_2_share trading policy - final page 2
(iv) the period commencing 6 weeks prior to the release of the Company s year-end results to the ASX and ending 24 hours after such release; or the period commencing 2 weeks prior to the Company s annual general meeting and ending 24 hours after the annual general meeting; or that the Board of the Company designates as a closed period for the purposes of this policy, such as, for example, a period during which the Company is considering or involved in corporate transactions that may have a material impact on the price of the Company s securities. (No release from insider trading restrictions) Outside of a Closed Period, no Relevant Person may buy or sell the Company s securities if that person is in possession of any Inside Information. 4.3 Consents and notifications Relevant Persons must: prior to dealing in the Company s securities outside of a Closed Period, notify the relevant person in paragraph (the Authorising Officer) of, and seek approval for, the proposed dealing; and after dealing in the Company s securities, provide the Authorising Officer with a transaction confirmation. Consents and notifications Relevant Person seeking authorisation The Chair Other Directors and CEO Other Relevant Persons Authorising Officer Any other member of the Board and the CEO The Chair The CEO or Company Secretary 4.4 Exceptional circumstances In exceptional circumstances the CEO and the Chair together have discretion to approve dealings in the Company s securities during Closed Periods, or other dealings that would otherwise be prohibited by this trading policy (other than a dealing that would be in breach of the insider trading laws). Any approval given under this section 4.4, must be acted on within 5 business days of receipt and may be provided by electronic delivery via email. What constitutes exceptional circumstances will be assessed on a case-by-case basis within the absolute discretion of the Chair and CEO in consultation with the Board. Where exceptional circumstances have been approved in accordance with section 4.4, the Relevant Person wishing to deal in the Company s securities is required to notify the relevant Authorising Officer after completing that dealing in accordance with section 4.3. 31496674_2_share trading policy - final page 3
4.5 Company secretary to maintain records The Company Secretary will maintain a copy of: all requests for an approval to deal in the Company s securities submitted by a Relevant Person; and details of all dealings in the Company s securities made by Relevant Persons. 4.6 Margin Lending Any dealing in the Company's securities by Relevant Persons pursuant to a margin lending arrangement is not permitted. Such dealings would cover: entering into a margin lending arrangement in respect of the Company's securities; transferring securities in the Company into an existing margin loan account; and selling securities in the Company to satisfy a call pursuant to a margin loan. 5 Exemptions from the restrictions in this policy Relevant Persons may at any time, subject to the insider trading provisions of the Corporations Act 2001 (Cth): (iv) (v) (vi) (vii) transfer the Company s securities where the transfer does not result in a change of beneficial interest in the securities; transfer the Company s securities already held into a self-managed superannuation fund or other saving scheme in which the restricted person is a beneficiary; trade in the Company s securities where the trading occurs under an offer to all or most of the security holders of the Company; acquire the Company s securities under a bonus issue made to all holders of securities of the same class; receive the Company s securities under any incentive plan (but may not sell all or any of the securities received under such a plan other than in accordance with this trading policy); invest in, or trade in units of, a fund or other scheme (other than a scheme only investing in the securities of the Company) where the assets of the fund or other scheme are invested at the discretion of a third party; undertake to accept, or accept, a takeover offer or participate in a Scheme of Arrangement; (viii) trade under an offer or invitation made to all or most of the security holders, such as, a rights issue, a share purchase plan, a dividend or distribution reinvestment plan or an equal access buy-back, where the plan that determines the timing and structure of the offer has been approved by the Board. This includes deciding 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. If a Relevant Person undertakes any of the actions described in paragraph, that Relevant Person must advise the relevant Authorising Officer (as set out in clause 4.3). 31496674_2_share trading policy - final page 4
6 Securities in other companies In general Relevant Persons are free to deal in securities in other listed companies, but should note that the Corporations Act contains various prohibitions on trading in other listed companies with which the Company may be dealing (including prospective acquisition targets of the Company, the Company's customers, contractors, suppliers or business partners) where that person possesses Inside Information in relation to that other company. Relevant Persons may come into possession of Inside Information where they are involved in a transaction, client relationship management or negotiating contracts. 7 ASX Notifications The Company must notify ASX within 5 trading days after any change to the Director s relevant interest in the Company s securities or a related body corporate of the Company, including whether the change occurred during a Closed Period and, if so, whether prior written clearance was provided. A Director must immediately notify the Company Secretary in writing of the requisite information for the Company Secretary to make the necessary notifications to the Australian Securities and Investments Commission and ASX as required under the Corporations Act and ASX Listing Rules. 8 Breach of this policy A breach of this policy will be regarded seriously and may lead to disciplinary action, including dismissal. 9 Further information If you require any further information or assistance, or are uncertain about the application of the law or this trading policy in any situation, please contact the Company Secretary. 10 Changes to this policy If the Company makes a material change to this trading policy, the amended trading policy will be provided to the ASX for release to the market within 5 business days of the material changes taking effect. 31496674_2_share trading policy - final page 5