The Company’s Share Trading Policy imposes basic trading restrictions on all Directors, Executives and Employees of the Company and its related companies with respect to “inside information”, and additional trading restrictions on the Directors and Executives of the Company.

 

The restrictions and procedures in relation to the Company’s securities apply equally to trading in all types of the Company’s securities including shares, options, warrants, debentures and notes.

The Executives of the Company currently consist of:

  • The Chief Executive Officer
  • The Chief Financial Officer
  • The Company Secretary
  • The General Manager – Brockman Engineering
  • The General Manager – Syfon Systems
  • The General Manager – TSF Engineering

What is inside information?

Inside information is information that:

  • is not generally available;  and
  • if it were generally available, it would, or would be likely, to influence investors in deciding whether to buy or sell the Company’s shares or other securities.

Insider trading is prohibited at all times

If a Director, Executive or Employee possesses inside information, the person must not:

  • trade in securities;
  • advise others or procure others to trade in securities;  or
  • pass on the inside information to others – including colleagues, family or friends – knowing (or where the Director, Executive or Employee should have reasonably known) that the other persons will use that information to trade in, or procure someone else to trade in, securities.

This prohibition applies regardless of how the Director, Executive or Employee learns of the information (eg even if the Director, Executive or Employee overhears it or is told it in a social setting).

Insider trading is illegal and the prohibition on insider trading does not only apply to information concerning the Company’s securities.

Directors, Executives and Employees have a duty of confidentiality to the Company in relation to any confidential information they possess, in addition to obligations under the law in relation to inside information.

Breach of the Share Trading Policy

Strict compliance with the Company’s Share Trading Policy is a condition of employment.  Breaches of the Policy will be subject to disciplinary action, which may include termination of employment.

 

ADDITIONAL RESTRICTIONS ON TRADING BY DIRECTORS AND EXECUTIVES

In addition to the general trading restrictions set out in this Policy that apply to all Directors, Executives and Employees, additional restrictions on trading in the Company’s securities apply specifically to Directors and Executives.

 

Blackout Periods

In general, Directors and Executives may not trade in the Company’s securities between 1 July and the release to the ASX of the Company’s announcement of the full-year results, and between 1 January and the release to the ASX of the Company’s announcement of the half-year results.

The Directors may determine further blackout periods during a year (for example, where potentially price sensitive information may need to be released to the market).  The blackout period will be in force until either the release of the relevant price sensitive information to the market or the Directors have determined that the blackout period is no longer required.  The Company Secretary will notify Directors and Executives of the commencement and conclusion of the blackout period.

Trading during these periods may only be permitted with the prior approval of the Chairman (or, in the case of the Chairman, with the approval of the Chair of the Audit Committee) where there are exceptional circumstances (such as severe financial hardship) and the Director or Executive is not aware of inside information.  Where such approval is obtained, the relevant trade will need to take place within seven days of the approval date.

 

Clearance outside of Blackout Periods

Before trading in the Company’s securities, the Directors and Executives must:

  • advise the Company Secretary of their intention to trade in the Company’s securities and whether they intend to enter into, or have entered into, a margin lending or other security arrangement affecting the Company’s securities;
  • confirm that they do not hold unpublished inside information;  and
  • have been advised by the Company Secretary that there is no known reason to preclude the trading in the Company’s securities or entering into a margin lending or other security arrangement affecting the Company’s securities.

Any relevant trade will need to take place within seven days of the approval being provided by the Company Secretary.

Disclosure of Directors’ Shareholdings

In accordance with the ASX listing rules, EVZ must notify the ASX of information relating to a Director’s relevant interests in its securities and any changes to those relevant interests.

EVZ is obligated to disclose to the ASX a Director’s relevant interests following on from any of these following events:

  1. The appointment of a Director to the Board of EVZ.
  2. A subsequent change in a Director’s relevant interests.
  3. The retirement of a Director from the Board of EVZ.

A Director’s relevant interests, including changes, must be lodged with the ASX within five days of an event.  A Director must immediately advise the Company Secretary of any change to his relevant interests to ensure EVZ’s disclosure obligations are met.

Directors will therefore enter into an agreement with the Company to disclose all relevant information on a timely basis in order that the Company is compliant with ASX disclosure obligations.