WDS LIMITED WDS PERSONNEL SHARE TRADING POLICY 1. INTRODUCTION The Corporations Act contains provisions which prohibit a person in possession of material, non-public information relating to a company from dealing in any way with shares, options or other securities issued by that company or issued or created over the company s securities by third parties (Securities). The WDS Personnel Share Trading Policy (Policy) sets guidelines designed to assist WDS and Personnel from intentionally or unintentionally breaching these Laws. Compliance with the Policy does not absolve the Personnel from compliance with, or any liability under, the Laws. It is the responsibility of all Personnel to ensure they comply with the Laws. This Policy applies to all Directors, senior executives, employees, contractors and consultants (collectively, Personnel) of WDS Limited (ABN 66 121 517 860) (WDS) and its subsidiaries (the WDS Group). 2. THE LAW The principal insider trading prohibition in Australian law is contained in section 1043A of the Corporations Act. Section 1043A prohibits a person (an Insider) who is in possession of information relating to WDS that is not generally available but, if the information was generally available (see clause 3), a reasonable person would expect that information to have a material effect (see clause 4) on the price or value of WDS Securities (Material Non- Public Information) from: applying for, acquiring, disposing of or entering into an agreement to apply for, acquire or dispose of WDS Securities; procuring another person to apply for, acquire, dispose of or enter into an agreement to apply for, acquire or dispose of WDS Securities; or (c) directly or indirectly communicating the Material Non-Public Information to another person when the Insider knows, or ought reasonably to know, that the other person would or would be likely to: (i) (ii) apply for, acquire, dispose of or enter into an agreement to apply for, acquire or dispose of WDS Securities; or procure another person to apply for, acquire, dispose of or enter into an agreement to apply for, acquire or dispose of WDS Securities. WDS Board Approval: August 2011 1
3. AVAILABLE INFORMATION Information relating to WDS would be considered to be generally available after it has been released to the Australian Securities Exchange (ASX) and the ASX has fully disseminated that information to the market. 4. INFORMATION HAVING A MATERIAL EFFECT ON WDS SECURITIES A reasonable person would be taken to expect information to have a material effect on the price of WDS Securities if that information would, or would be likely to, influence persons who commonly invest in securities in deciding whether or not to acquire or dispose of WDS Securities. 5. DETERMINING MATERIAL NON-PUBLIC INFORMATION Determining what is Material Non-Public Information is subjective. It would, as an indication, most likely include (but not be restricted to) the following types of information: material (more than 5%) changes in WDS financial forecasts or expectations; a declaration of a dividend or a decision that a dividend not be declared; the making of a share, option or debt issue and the under or over subscription of that issue; exogenous events in the financial markets or the mining, pipeline constructions and maintenance services industries, which affect WDS business etc; proposed divestures, acquisitions, mergers, sales, joint ventures or takeovers; material information about WDS business plans, investment proposals or asset purchases or sales; regulatory decisions or industrial actions that may affect WDS operations; the occurrence of an environmentally related incident; that would have a material impact on the company the threat, commencement or settlement of any material litigation or claim that would have a material impact on the company; an agreement between WDS (or a related party or subsidiary) and a Director (or related party of the Director); a change in accounting policy adopted by WDS; a proposal to change WDS auditors; and the health or capacity of any Director. 6. INSIDER TRADING The confidentiality of Material Non-Public Information must be strictly maintained within WDS by all persons who have access to that information, regardless of title or position. WDS Board Approval: August 2011 2
No Personnel shall disclose such information, except on a need-to-know basis, inside or outside of WDS. 7. PERSONNEL IN POSSESSION OF MATERIAL NON-PUBLIC INFORMATION Personnel must not purchase or sell WDS Securities while in possession of Material Non-Public Information. Personnel in possession of Material Non-Public Information must not cause or procure a third party to deal in WDS Securities. 8. NOMINATED PERSONS DEALING IN WDS SECURITIES Trading Restrictions Nominated Persons are routinely in possession of Material Non-Public Information. As such, they, any entity they control, their spouse, de-facto spouse or child living with them or under the age of 18 are prohibited from dealing in WDS Securities during a nominated Closed Period. Dealing in WDS Securities includes but is not limited to buying, selling and transferring WDS Securities and trading in financial products issued or created over or in respect of WDS Securities. Unless the Board otherwise directs, in its absolute discretion, a Closed Period will apply at the following times: for a period commencing on 17 June in each year and ending on the opening of trade on the ASX of WDS Securities immediately following one full day s trading after the release of the WDS full year results; for a period commencing on 18 December in each year and ending on the opening of trade on the ASX of WDS Securities immediately following one full day s trading after the release of the WDS half year results. (For example, if the results are released on Monday morning before trading commences on the ASX, then the Closed Period will end at the opening of trade on Tuesday morning. If the results are released on Monday either while trading is occurring on the ASX or in the evening after close of trading, then the Closed Period will end on Wednesday morning) Material Non Public Information means information which, if generally available would, or would be likely to, influence persons who commonly invest in securities in deciding whether or not to subscribe for, buy or sell WDS Securities. Nominated Persons refers to: (i) (ii) (iii) direct reports to the Group Managing Director/Chief Executive Officer and other employees who have been determined by the Group Managing Director to be routinely in possession of Material Non-Public Information and who have been so advised by the Company Secretary; and the Company Secretary and Directors of WDS Limited and WDS group entities; and persons who fall within the definition of key management personnel as that term is defined in Accounting Standard AASB 124 Related Party Disclosure. All Nominated Persons are in all circumstances prohibited from trading in WDS Securities which: amount to short-selling of WDS Securities (or an interest in WDS Securities); WDS Board Approval: August 2011 3
(c) operate to limit the economic risk in a holding of WDS Securities (including options granted by WDS, whether or not vested); or otherwise enable them to profit from or limit the economic risk of a decrease in the market price of WDS Securities. Notice of Intent to Deal in WDS Securities Nominated Persons (or any family member or associate over whom they have influence) are prohibited from dealing in WDS Securities without providing the Group Managing Director/Chief Executive Officer (and the Chairman in the case of the Group Managing Director/Chief Executive Officer or Directors) with prior written notice of their intent to deal in WDS Securities. The notice must include a statement that they do not believe they are in possession of any Material Non-Public Information. A copy of the notice will be sent to the Company Secretary for the official file. Nominated Persons must confirm with the Group Managing Director/Chief Executive Officer (or the Chairman, as appropriate) that the trading has occurred. A copy of the confirmation will be sent to the Company Secretary for the official file. The Company Secretary will notify the Board of all trades by Nominated Persons as soon as reasonably practicable. Hedging Transactions Nominated Persons are not permitted to enter into transactions with WDS Securities (or any derivative thereof) in associated products which limit the economic risk of any unvested entitlements under any equity-based remuneration schemes offered by WDS. 9. EXCEPTIONAL CIRCUMSTANCES Nominated Persons who are not in possession of Material Non Public Information may be given prior written approval to sell or otherwise dispose of WDS Securities during a Closed Period only where there are exceptional circumstances. Exceptional circumstances may include: severe financial hardship being a pressing financial commitment that cannot be satisfied otherwise than by selling the WDS Securities; or, if there is a court order or court enforceable undertaking to transfer or sell WDS Securities or there is some other overriding legal or regulatory requirement to do so. When requesting prior written approval to sell or otherwise dispose of WDS Securities during a Closed Period, they must submit an application in writing (which can be by email) to the Group Managing Director generally through the Company Secretary, (or in the case of a request by a Director, to the Chairman, and in the case of a request by the Chairman, to the non-executive directors), including the reasons for requesting approval and confirming that they are not in possession of Material Non-Public Information. If approval is granted, it must be in writing (which can be by email) and must specify a time period to which the approval applies. 10. EXCLUDED TRADING Trading that may occur during a Closed Period without approval under clause 9 is: WDS Board Approval: August 2011 4
(c) (d) transfers of WDS Securities already held into a superannuation fund or other saving scheme in which the relevant person is a beneficiary; where the person is a trustee, trading in WDS Securities by that trust provided the relevant person is not a beneficiary of the trust and any decision to trade during a prohibited period is taken by the other trustees or by the investment managers independently of the relevant person; undertakings to accept, or the acceptance of, a takeover offer; and a disposal of WDS Securities that is the result of a secured lender exercising their rights, for example, under a margin lending arrangement entered into in compliance with the WDS Limited Margin Loan Policy in clause 11 below. 11. MARGIN LOAN POLICY 11.1 Scope Persons subject to the trading restrictions in clause 8 are also subject to the Margin Loan restrictions set out in this clause 11. 11.2 Definitions Margin Call means when the lender contractually demands a that borrower deposit sufficient funds to bring an account to margin, failure of which will result in default of the Margin Loan Arrangement and potential sale of the securities by the lender. Margin Loan and Margin Loan Arrangement means any loan secured against WDS Securities, where the lender is protected from falls in the value of the WDS Securities, or the portfolio of securities held by the borrower by the ability of the lender to sell or direct the sale of the WDS Securities. 11.3 Initial Disclosure When joining the WDS Group, Nominated Persons must: disclose the number of WDS Securities which are subject to a Margin Loan Arrangement; and confirm their capacity and intention to meet any Margin Call. Before entering into any Margin Loan Arrangement, Nominated Persons must obtain the written approval of the Board. When requesting the approval of the Board, they must provide the following information: the number of WDS Securities which will be subject to the Margin Loan Arrangement; and their capacity and intention to meet any Margin Calls. 11.4 Assessment Following notification and confirmation under clause 11.3, the Board is to assess whether the Margin Loan Arrangement requires disclosure to the market for the purposes of ASX Listing Rule 3.1. This assessment will consider the following factors, at a minimum: the percentage of WDS Securities held which are subject to a Margin Loan Arrangement; WDS Board Approval: August 2011 5
(c) (d) (e) the percentage of WDS Securities held in total by all Directors, the Company Secretary and Nominated Persons which are subject to Margin Loan Arrangements; whether the Margin Loan Arrangement relates to a single stock holding; the capacity and intention of the person to meet any Margin Calls; and, the liquidity of the WDS Securities. 11.5 Subsequent Disclosure The Company requires that each Director, Company Secretary and Nominated Person must immediately disclose if: circumstances have arisen in which the financier under a Margin Loan Arrangement is entitled to exercise their right and invoke a Margin Call; and, there is a risk that the Margin Call will not be able to be satisfied without the disposal of the WDS Securities. 11.6 Consent Any Director, Company Secretary or Nominated Person who takes out a Margin Loan consents to any public disclosure in relation to the Margin Loan that the Board may deem necessary or appropriate from time to time. 11.7 Notifications All notifications and disclosures by Directors, the Company Secretary and Nominated Persons under this Margin Loan Policy are to be made to the Group Managing Director in the case of Senior Executives or the Company Secretary, and in the case of the Group Managing Director or Directors, to the Chairman and in the case of the Chairman, to the Non Executive Directors. It is the responsibility of the Company Secretary and Group Managing Director or Chairman (as the case may be) to report all notifications received pursuant to this Margin Loan Policy to the Board. 12. BREACH OF POLICY Notwithstanding the provisions of disciplinary action contained in General Principles, failure to comply with this Share Trading Policy by any WDS Personnel constitutes cause for immediate dismissal/termination of engagement by WDS. In addition, a breach of the prohibitions contained in the Corporations Act is a criminal offence punishable by imprisonment or a fine, or both. WDS Board Approval: August 2011 6