The Securities Trading Policy of Electro Optic Systems Holdings Limited’s (EOSH) regulates the sale and purchase of securities (ordinary shares, options and derivative products) in EOSH by Directors, employees (including full time, part time and casual employees) and associated persons including contractors and consultants.
The purpose of this Securities Trading Policy is to reinforce this position and to assist Directors, employees and associates to avoid conduct known as "insider trading". The Securities Trading Policy was updated to comply with ASX Listing Rules on Trading Policies which comes into effect on 1 January 2011.
Insider trading is a criminal offence. A person will be guilty of insider trading if:
When is information “generally available”?
Information is considered to be generally available if it:
Examples of inside information:
A person does not need to be a Director or employee of EOSH to be guilty of insider trading in relation to securities in our Company. The prohibition extends to dealings by Directors and employees through nominees, agents or other associates, such as family members, family trusts and family companies.
The prohibition will not apply to the initial acquisition of shares or options under EOSH’s Employee Share Ownership Plan or under any Prospectus issued by the Company.
However, it will apply when shares are disposed of, or options are exercised, if the employee at that time is in possession of price sensitive information that is not generally available to the market.
Directors and employees of EOSH should not buy or sell securities in EOSH, when EOSH is in possession of price sensitive information that is not generally available to the market.
There is no particular time during which it is “safe” or “unsafe” to deal in EOSH securities. The SOLE TEST is whether, at the particular time, a Director or employee is in possession of price sensitive information that is not generally available in the market.
Subject to the insider trading provisions of the Corporations Act and the notification requirements of the Company set out in the "Trading Policy" the trading window (in order to minimize suggestions of insider trading) for any Director or employee to deal in Securities is during the four week period commencing on the second business day after:
EOSH’s annual general meeting;
In accordance with ASX Listing Rule 12.12.2 Directors and employees are prohibited from trading in the Company's securities except during the above "trading windows"(in which case, the closed period is the whole of the year apart from the defined trading windows).
The Chairman of the Board, or the Chairman’s delegate, (eg. the Company Secretary) may also notify Directors and employees of EOSH in writing of other ad hoc “trading windows”.
For the purposes of ASX Listing Rule 12.12.3 the following examples of trading in the Company's securities are excluded from the operation of the Trading Policy:
In accordance with ASX Listing Rule 12.12.4, a restricted person, who is not in possession of inside information in relation to the Company, may be given prior written clearance by the Chairman of the Board or the Chairman's delegate (e.g. the Company Secretary) to sell or otherwise dispose of the securities of the Company during a prohibited period under the Trading Policy where the restricted person is in severe financial hardship or there are other exceptional circumstances approved by the Board.
In accordance with ASX Listing Rule 12.12.5 any request for clearance to trade during a prohibited period due to exceptional circumstances must be in writing to the Chairman of the Board prior to the trade setting out the reasons for the request and the approval of the Chairman of the Board must be in writing (electronic clearance by email or facsimile is acceptable) and is only valid for five (5) business days after the approval is given.
Any Director or employee proposing to buy or sell in excess of 20,000 EOSH securities MUST advise the Chairman (in the case of Directors) or the Company Secretary (in the case of employees) in writing (on any approved form) of their intention to do so BEFORE buying or selling the securities. This notification obligation operates at all times.
Directors and employees and associated person proposing to buy or sell EOSH in excess of 20,000 EOSH securities until approval has been given by the Board, Chairman or Company Secretary. The Board, Chairman or Company Secretary should not reasonably withhold approval and if a response is not received within 48 hours of the advice, approval will be deemed to have been given.
The Australian Stock Exchange Listing Rules oblige any Director dealing in EOSH securities to notify EOSH (through EOSH’s Company Secretary) within 3 days after any dealing providing full details of the dealing in accordance with the prescribed (Appendix 3Y) form.
Sydney 23 December 2010