INVESTOR RELATIONS CORPORATE GOVERNANCE
Policy governing buying and selling of ERG Securities
Definitions: In this policy:
“Videlli Personnel” means directors of Videlli Limited and Senior Management, other employees and contractors of any Videlli Group company.
Videlli “Senior Management” means the heads of Shared Services, Large Projects, Small Projects and OpCos.
General principles: The buying and selling of Videlli securities (including shares) is not permitted by directors of Videlli Limited, or by Senior Management, other employees or contractors of any Videlli Group company, except where permitted below.
Contractors: Contractors who may have access to price sensitive information about Videlli’s business through their work for Videlli must also follow this policy. While this policy generally treats contractors in the same way as employees, a contractor’s individual contract may specify that he or she is treated in the same was as another class of Videlli Personnel under this policy. In that case the contract prevails.
Insider trading laws apply: Videlli Personnel must comply with the letter and the intention of the insider trading laws when dealing in Videlli securities.
Videlli Insider trading is dealing, encouraging others to deal or tipping another person to deal in securities where you have price sensitive information which you are aware, or ought to be aware, is:
· not generally available; and
· if it were generally available, might have a material effect on the price of the securities.
No Videlli Personnel may either directly or indirectly (such as by directing or requesting another person) buy, sell or subscribe for securities, nor may they incite, induce or encourage any other person to buy, sell or subscribe for securities in Videlli at any time while they are in possession of price sensitive information about ERG which is not generally available. This includes trading on the Australian Securities Exchange (ASX) and off- market transactions.
Trading Officer: This policy is administered by Glen Smith (the Trading Officer). He can be contacted by email at email@example.com or phone on +61 8 9273 1669 The Trading officer handles queries and performs other roles specified in this policy.
General trading halt: The Chairman or the Trading Officer may halt the buying or selling of Videlli securities by all or any Videlli Personnel at any time - eg due to a pending announcement – (Trading Halt). The officer issuing a Trading Halt will email the Videlli Personnel to whom the Trading Halt applies. Videlli Personnel can confirm whether a Trading Halt applies to them at any time by contacting the Trading Officer.
Notification of intention to trade securities: Any director or Senior Manager intending to buy or sell a parcel of Videlli securities which exceeds $500,000 in value, or any other member of Videlli Personnel intending to buy or sell a parcel of Videlli securities which exceeds $100,000 in value, must give the Trading Officer one day’s prior written notice.
Buying and selling periods: Permitted buying and selling periods for the categories of Videlli Personnel below are based on times when the relevant people are unlikely to be in possession of price-sensitive information which is not publicly available. Permitted buying and selling periods are set out below for each relevant category of personnel. If in doubt about which category applies to you, contact the Trading Officer.
Frequent buying and selling: Multiple sales or purchases of Videlli securities over a short period by any Videlli Personnel may lead to a suspicion of improper conduct. This activity is therefore discouraged.
2 Directors and Senior Management:
Directors: Subject to any Trading Halt, directors of Videlli Limited may buy or sell Videlli securities only with approval from the Chairman, or in the absence of the Chairman, the Chairman of the Audit and Risk Committee. Where the Chairman wishes to buy or sell Videlli securities, the approval of the Chairman of the Audit Committee is required.
Senior Management: Senior Management may, subject to any Trading Halt, buy or sell Videlli securities only in the following circumstances:
· without approval during days 3 – 33 after the day of the release of Videlli's half and full year results.
· without approval during days 3 – 33 after the day of the Annual General Meeting.
· outside those permitted periods, in exceptional circumstances with the Chairman’s approval, or in the absence of the Chairman, the Chairman of the Audit and Risk Committee.
Prohibited buying and selling: Despite the permitted buying and selling periods above, a director or a Senior Manager must not buy or sell Videlli securities at any time:
· while he or she possesses price-sensitive information regarding Videlli that is not publicly available; or
· on the day of a price-sensitive announcement by Videlli to the ASX and in the 2 days following the announcement. All Videlli announcements to the ASX are taken to be price-sensitive unless the Trading Officer has issued a written advice that the announcement is not price-sensitive.
3 Employees and contractors:
Other employees and contractors may buy or sell Videlli securities at any time other than:
· on the day of a price-sensitive announcement by Videlli to the ASX and in the 2 days following the announcement. All Videlli announcements to the ASX are taken to be price-sensitive unless the Trading Officer has issued a written advice that the announcement is not price-sensitive;
· during a Trading Halt that applies to the employee or contractor; or
· at a time when the employee or contractor possesses price sensitive information regarding Videlli that is not publicly available. If in doubt, employees and contractors must seek clarification from the Trading Officer before buying or selling Videlli securities.
4 Exempt activities:
Options: This policy does not prevent the exercise of options, however buying or selling of options and any shares issued upon exercise of the options is subject to the terms of this policy.
Dividend reinvestment plans: This plan does not prevent any Videlli Personnel participating in any dividend reinvestment plan adopted by Videlli at any time.
Employee/Executive incentive schemes: At the time of making any offer under an incentive scheme, management will ensure there is no adverse price-sensitive information regarding Videlli that is not publicly available. Accordingly, this policy does not prevent subscription for securities offered under any incentive scheme. Selling of any securities issued under such a scheme will, however, be subject to this policy.
5 Procedure and penalties:
Approvals to be in writing: Any approval which is required for buying or selling Videlli securities is only valid if it is in writing issued by an Executive Director, the Trading Officer or other officer specified in this policy as having power to give the approval. Approvals may be given or withheld in the discretion of the relevant officer, and reasons need not be given.
Monitoring procedures: If requested by the Trading Officer, any member of Videlli Personnel must give details of any securities in Videlli in which they have an interest, whether or not the securities are registered in their name, and their trading activity in Videlli securities.
Penalties: Failure to comply with this policy could lead to civil and criminal liabilities for Videlli Personnel involved and for Videlli. It could also have a damaging impact on the perception of Videlli within the investment community.
Compliance with this policy forms part of the contract of employment of Videlli officers and employees and is a term of the contract under which independent contractors are engaged. Any breach will be treated very seriously. A breach may result in dismissal in the case of employees and termination in the case of contractors.
Queries: If any member of Videlli Personnel:
· believes that, although apparently permitted by the policy, any buying or selling of Videlli securities may contravene insider trading laws,
· is in any doubt as to whether they have inside information;
· is unsure of what steps they should take to comply with this policy; or
· has any other queries about this policy,
they should contact the Trading Officer.
Anyone who is in any doubt about the application of this policy to their situation should not buy or sell Videlli securities until the issue has been resolved.
The Trading Officer will treat all proposed dealings with the utmost confidentiality, and will only disclose information where required by law. The Trading Officer will be as flexible as possible within the limits of this policy and the insider trading laws. The Trading Officer’s ultimate decision will, however, be final and binding.