Appendix K: Policy on the Trading of Company's Shares

Appendix J	Table of contents	Appendix L

1. General Principles

The principle behind the Company's policy on trading (buying, selling or other dealing in) Company securities (being shares, options, or any other equity, debt or derivative instruments, including instruments to limit the economic risk of other securities held), whether or not issued or granted by the Company or a Group member, is as follows:

• Directors, officers and employees, and persons associated with them, including family members and business associates (together "Insiders"), must not trade in the Company's securities nor place themselves in a position where it may reasonably be perceived they have been trading in the Company's securities other than in compliance with this policy.
• The policy is designed to seek to ensure that:
  • Insiders do not breach "insider trading" laws under the Corporations Act;
  • Insiders do not trade Company securities while they may be in possession of market price sensitive information which has not been released to the ASX announcements platform by the Company (including due to exceptions that may apply to the need to release that information);
  • perceptions cannot arise that Insiders may be taking advantage of their position in the Group (or that of a person with whom they are associated), even if such perceptions are wrong or unsubstantiated.
• This Policy has been made to meet regulatory requirements and generally accepted principles and standards of conduct.

2. Implementation Protocols

In implementing this policy, and without limiting the General Principles, there are a number of rules and provisions that must, on all occasions, be followed:

1. Directors, officers and employees of the Group and persons associated with them (ie: ALL Insiders) are prohibited from trading in the Company's securities other than during "Trading Windows" (refer below). This provision is paramount and paragraphs (b), (c) and (d) are to be read subject to it.
2. A Director, and the Company Secretary, and persons associated with them, are required to obtain the approval of the Chairman in respect of a proposed trade in the Company's securities prior to any trade by them. The Chairman's approval, which is to be provided in writing, shall be valid for a period of no longer than two weeks and is to be reported at the following Board meeting.
3. The Chairman is required to obtain the approval of the CEO and one other Non Executive Director prior to any trade by the Chairman or a person associated with the Chairman. The approval, which is to be provided in writing, shall be valid for a period of no longer than two weeks and is to be reported at the next following Board meeting.
4. Officers (being persons who have the capacity to make decisions that may significantly impact on the operations or finances of the Group's businesses, other than the Chairman, Directors and the Company Secretary are required to discuss and obtain approval for a proposed trade in the Company's securities with the CEO prior to any trade by them or a person associated with them. The approval, which is to be provided in writing, shall be valid for a period of no longer than 2 weeks.
5. The periods referred to in (b), (c) and (d) above may be shortened at any time by the persons issuing the approval by notice in writing to the relevant Chairman, Director, Company Secretary or Officer.
6. All trades referred to in (b), (c) and (d) above are to be advised to the Company Secretary) and the CEO within two days of the relevant trade.
7. Directors, officers and employees are required to use their best endeavours, wherever possible, to ensure that persons associated with them are aware of and conform to this policy. An associate is regarded as including:
   • close family of the Director, officer or employee;
   • a company or trust over which the Director, officer or employee has control or is a beneficiary;
   • a business or other associate of any of the foregoing.

3. Trading Windows and Closed Periods

1. Subject to them not being a Closed Period, the following periods are considered to be "Trading Windows" when, subject to the foregoing, trades in the Company's securities by Insiders are permitted:
   • the period of 4 weeks next following 2 business days after the release of:
     • the Company's annual or half yearly results;
     • a Prospectus by the Company (other than a transaction specific prospectus);
   • such other periods designated by resolution of the Board as "Trading Windows" either generally, or for specific personnel (eg, to respond to circumstances of financial hardship or need for a particular officer or employee of the Group).
2. The following periods are considered to be "Closed Periods" when trades in the Company's securities by Insiders are prohibited:
   • one month prior to the scheduled release of the Company's annual or half yearly results;
   • such other periods designated by resolution of the Board as "Closed Periods".

4. Exclusion from Policy

The mere take up of entitlements, or exercise of vested options, to subscribe for Company securities under a pro rata rights issue to all shareholders, an employee share option plan (or similar) or the mere take up of Company securities under a dividend re investment plan (or similar) does not constitute a "trade" in Company securities for the purpose of this policy.

Appendix J	Table of contents	Appendix L