Trading Policy
In order to preserve the reputation and integrity of ImpediMed Limited (Company), it is vital that when people associated with the Company deal in the Company's securities those dealings are not only fair, but are seen to be fair. When directors and employees deal in securities of the Company they must be sure that it does not reflect badly on them or the Company. The following policy is designed to avoid the possibility that misconceptions, misunderstandings or suspicions might arise.
The general scheme of this policy regarding allowable dealings by directors, medical directors, officers, employees, advisers and consultants (Applicable Persons) and their related parties (spouses, de facto spouses, parents and children, as well as any entity controlled by such persons or Applicable Persons) (Related Persons) in the Company's securities is that those persons should:
• never engage in short-term trading of the Company's securities;
• not deal in the Company's securities while in possession of Inside Information (defined below);
• in certain circumstances, notify the company secretary or chief financial officer of any intended transactions involving the Company's securities; and
• transact any of their dealings in the Company’s securities outside of the Prohibited Periods, unless prior written clearance is obtained in accordance with this policy.
For the Purpose of This Policy:
• deal or dealing includes applying for, acquiring or disposing of, or entering into an agreement to apply for, acquire or sell securities.
• securities include shares, listed options, derivatives and other financial products that can be traded on a financial market including financial products issued or created over the Company securities by third parties and products which operate to limit economic risk in securities holdings in the Company.
Confidentiality and Inside Information
Under the Corporations Act 2001 (Cth) (Corporations Act), it is illegal for anybody to deal in any securities of a body corporate (including the Company), when in possession of information that the person knows, or ought reasonably to know (Inside Information):
• is not generally available (including information that the Company has not disclosed to the market in accordance with the Company's disclosure policy; and
• might have a material effect on the price or value of those securities if it was generally available.
A person in possession of Inside Information about the Company has a duty to keep that information confidential and must not in any way disclose or communicate that information to any person not authorized by the Board of the Company or Chief Executive Officer. Confidentiality is also stressed in relation to external advisers.
This prohibition extends to procuring another person to deal, and, in the case of securities of listed corporations, extends to communicating the Inside Information to another person, if the person knows, or ought reasonably to know, that the other person would, or would be likely to, deal in the securities in question or procure another person to do so.
Restriction on Trading
In addition to the overriding prohibition on dealing when a person is in possession of Inside Information, Applicable Persons are at all times prohibited from dealing in the Company securities except for each period of 30 days immediately following each date after the Company:
• gives the Australian Stock Exchange its preliminary final statement;
• gives the Australian Stock Exchange its half-yearly and quarterly reports;
• holds its annual general meeting; and
• lodges a disclosure document with ASIC.
While it is acknowledged that Applicable Persons may have no control over Related Persons, Applicable Persons are encouraged to counsel their Related Persons to comply with these restrictions.
Board of Directors' Discretion
The Board of the Company has an absolute discretion to place restrictions on some or all Applicable Persons and/or their respective Related Persons trading in the Company securities at any time.
Short-term Trading
In order to prevent the unfair use of information, directors and executive management and their Related Persons are generally prohibited from short-term trading at all times. Short-term trading is a purchase and sale of the same securities within a six month period.
Notification Rules in Relation to Dealing in the Company Securities
Applicable Persons are required to notify the Company of intended dealings in securities, by themselves or, if they are aware, their Related Persons if the trade is for more than $50,000 worth of Company securities outside of a Prohibited Period, three days before such intended dealings. This should be done by written notice to the company secretary or chief financial officer outlining:
• the name of the security holder;
• the proposed date of the dealing;
• the type of proposed transaction (purchase, sale, etc.); and
• the number of securities involved.
Following completion of the proposed dealing, the Applicable Person in question must provide confirmation to the company secretary that the dealing has occurred, and details of the amount paid or received for the relevant securities.
Exemption to deal during a Prohibited Period
The Board may, in exceptional circumstances only, give prior written clearance to Applicable Persons or their Related Persons to deal in the Company’s Securities during a Prohibited Period. Examples of exceptional circumstances include, but are not limited to:
• exceptional financial hardship (excluding a tax liability); or
• court orders or enforceable undertakings requiring the sale of the Securities in question.
Disclosure
In order to maintain transparency, this policy is to be disclosed in the annual report and be made publicly available consistent with the Company's disclosure policy.
Breaches of Policy
Any breaches of this policy will be severely dealt with and may lead to summary termination.