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AMBERTECH LIMITED — Governance Information 2010
Dec 22, 2010
64378_rns_2010-12-22_2a93b586-8806-4fbe-b71d-d60b65781540.pdf
Governance Information
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Ambertech Limited Securities Trading Policy
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1. Purpose
The Board of Ambertech Limited recognises that directors, senior executives and other employees may hold shares in Ambertech and that most investors are encouraged by these holdings.
The Board has adopted the following policy in relation to directors, senior executives and employees buying and selling Ambertech shares in order to identify and raise awareness about the prohibitions under the law and the requirements of this policy.
2. Scope
This policy applies to all directors, officers and employees of Ambertech and its subsidiaries.
3. Inside Information
Inside Information is information that is not generally available and that, if it were generally available, a reasonable person would expect it to have a material effect on the price or value of relevant shares. Examples of information that might be Inside Information include information relating to:
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financial performance;
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a material acquisition or disposal of assets;
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an actual or proposed takeover or merger;
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an actual or proposal change to capital structure;
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the entry into or termination of a material contract; or
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a material claim or other unexpected liability.
4. Blackout Periods
There are certain periods during the year, given the proximity to the release of Ambertech financial or trading results, in which people covered by the scope of this policy should not deal in Ambertech shares, given the heightened risk of actual or perceived insider trading. Ambertech directors, senior executives and other employees are restricted from trading in Ambertech shares during those periods, called 'blackout periods', as set out below.
Designated Event
Blackout Period
Release of ASX Appendix 4E (full year results) From end of 30 June of the relevant year up until release of results. Release of ASX Appendix 4D (half year results) From end of 31 December of the relevant year up until release of results. Annual General Meeting (AGM) From the notice of the AGM until the completion of the AGM.
Even in the event that a blackout period is not operating, directors, officers and employees of Ambertech may be prevented from dealing in Ambertech shares by the insider trading laws. Directors, officers and employees of Ambertech are responsible at all times for complying with these laws.
Securities Trading Policy – 14 September 2010.
Ambertech Limited Securities Trading Policy
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5. Exemptions during Blackout Periods
The following exemptions apply to trading during the blackout periods:
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Transfers of Ambertech shares already held where the trade results in no change of beneficial ownership;
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Undertakings to accept, or the acceptance of, a takeover offer;
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Trading under an offer or invitation made to all or most of the share holders, such as, a rights issue, a purchase plan, a dividend reinvestment plan and an equal access buy-back, where the plan that determines the timing and structure of the offer has been approved by the Board.
6.
Exceptional Circumstances
In exceptional circumstances, a person covered by the scope of this policy, who is not in possession of inside information in relation to Ambertech, may be given prior written clearance to sell or otherwise dispose of Ambertech shares during a Blackout Period where the person is in severe financial hardship or there are other exceptional circumstances.
A person is considered in severe financial hardship if he or she cannot satisfy a pressing financial commitment otherwise than by selling the relevant Ambertech shares. The determination as to whether a person qualifies for clearance under exceptional circumstances can only be made by the Chair or the Company Secretary, and must be made with notice of not less than 5 business days prior to the proposed transaction.
7. Notification
- In any case, Directors and Officers must notify either the Chair or the Company Secretary prior to dealing in Ambertech shares and confirm transactions within 48 hours of completion. Notification via email is considered acceptable.
Securities Trading Policy – 14 September 2010.