Johns Lyng : Amendments to the Securities Trading Policy

For personal use only

Securities trading policy

1. Background

1. The principal insider trading prohibition is section 1043A of the Corporations Act. Subject to limited exceptions, it prohibits a person (insider) who has Inside Information relating to Company Securities or the quoted Securities of another entity from:
2. 1. Dealing in relevant Securities;
   2. procuring another person to do so; or
   3. in relation to quoted securities, communicating, directly or not, Inside Information to someone else when the insider knows, or ought reasonably to know, that the other person would or is likely to:
   4. 1. Deal in relevant Securities; or
      2. procure another person to do so.
3. It does not matter how the insider received the information.
4. Insider trading is a criminal offence, punishable by substantial fines or imprisonment or both. The Company may also be liable if a Designated Officer or Employee engages in insider trading.
5. Insider trading may also attract civil penalties. A court may impose substantial pecuniary penalties, and order compensation paid to persons suffering related loss or damage and impose banning orders prohibiting participation in the management of a corporation.

2. Interpretation

Capitalised words and phrases are defined terms. For definitions, see clause 17.

3. Introduction

1. Securities of the Company will be or are quoted on the ASX.
2. This policy outlines:
3. 1. when Designated Officers, Employees and Associates must not Deal in Company Securities;
   2. when Designated Officers, Employees and Associates must not Deal in quoted Securities of another entity; and
   3. certain limited exceptions.

4. What is Inside Information?

1. Inside Information is information that:
2. 1. is not generally available; and

For personal use only

1. 1. if it were generally available, would, or would be likely to, influence persons who normally invest in securities in deciding whether to acquire or dispose of relevant securities.
2. Information is generally available if it:
3. 1. is readily observable;
   2. has been made known in a way that is likely to bring it to the attention of persons who normally invest in the relevant type of securities, and reasonable time for the information to be circulated has since passed; or
   3. consists of deductions, conclusions or inferences drawn from information that has been made known in that way or is readily observable.
4. Inside Information is also called 'material price-sensitive information'. It need not relate only to the Company. It could also be information about a customer, or supplier of the Company, or a party with whom the Company is discussing future opportunities or negotiating a significant transaction.
5. In order to minimise the risk of insider trading, the Company must immediately disclose to the ASX material price-sensitive information not otherwise excluded from disclosure, as set out in the Company's Market Disclosure Policy.
6. Material price-sensitive information is Inside Information even if it does not trigger a disclosure obligation under the continuous disclosure regime.

5. What is Dealing in Securities?

1. Dealing in Securities includes:
2. 1. applying for, acquiring or disposing of, Securities;
   2. entering into an agreement to do so; and
   3. granting, accepting, acquiring, disposing, exercising or discharging an option or other right or obligation to acquire or dispose of Securities.
3. Dealing in Company Securities can include, but is not limited to:
4. 1. buying or selling Company Securities by way of an on-market or off-market transaction;
   2. granting, acquiring or disposing of a beneficial interest in Company Securities, such as through a trust that holds Company Securities;
   3. applying for, acquiring or exercising options or rights over Company Securities;
   4. acquiring Company Securities (or an interest in them) under any employee share plan operated by the Company;
   5. accepting, or taking up entitlements under, a dividend reinvestment plan, rights issue, bonus issue, share purchase plan or any other offer of Securities made by the Company;
   6. accepting an offer under a takeover bid for Company Securities;
   7. entering into a Derivative; and
   8. agreeing to do any of the above things.

For personal use only

6. When Employees or their Associates must not Deal

1. An Employee (who is not a Designated Officer) or their Associate must not, in any circumstances, Deal or procure another person to Deal in Company Securities or quoted Securities of another entity if they have Inside Information in relation to Company Securities or Securities relating to that other entity.
2. Clause 6.1 does not apply to a sale of Company Securities or quoted Securities of another entity held by an Employee (who is not a Designated Officer) or their Associate under:
3. 1. a mortgage or charge of the Company Securities or quoted Securities; or
   2. a mortgage, charge, pledge or lien of documents of title to the Company Securities or quoted Securities,

granted by the Employee or Associate in accordance with this Policy.

7. Exception

An Employee (who is not a Designated Officer) or their Associate may Deal in Company Securities if they do not have Inside Information in relation to Company Securities and may deal in quoted Securities of another entity if they do not have Inside Information in relation to that other entity.

8. When a Designated Officer or their Associates must not Deal

1. A Designated Officer or their Associate must not, in any circumstances, Deal or procure another person to Deal in Company Securities if they have Inside Information in relation to Company Securities.
2. A Designated Officer or their Associate must not Deal, or procure another person to Deal, in Securities relating to another entity if they have Inside Information in relation to those Securities.
3. Clauses 8.1 and 8.2 do not apply to a sale of Company Securities or Securities of another entity held by a Designated Officer or their Associate under:
4. 1. a mortgage or charge of the Company Securities or Securities; or
   2. a mortgage, charge, pledge or lien of documents of title to the Company Securities or Securities,

granted by the Designated Officer or Associate in accordance with this Policy.

9. No Dealing in Company Securities during Prohibited Periods

9.1 A Designated Officer or their Associate must not Deal in Company Securities during the following Prohibited Periods:

1. the Company's year end until the business day after the release of the full year results;
2. the Company's half year end until the business day after the release of half yearly results; and