CD PRIVATE EQUITY FUND I — Governance Information 2012

Aug 12, 2012

1. Unit Trading Policy

1.1. Unit Trading Policy

The Board has established the following policy to apply to trading in the Fund’s units on the ASX. This policy applies to those persons defined below as Restricted Persons of the Fund.

Restricted Persons to whom this policy applies must restrict their buying and selling of Fund’s units within the Fund trading window established by this policy.

In addition to the requirements of this Unit Trading Policy, all Restricted Persons (as defined below) must also comply with the Insider Trading Policy.

1.2. Executive restrictions on trading

This Unit Trading Policy and the restrictions on trading in units of the Fund set out below applies to the following representatives of the Fund ( Restricted Persons ):

• (a) the Board;

• (b) Directors and Secretary of any entity controlled by the Fund;

• (c) any person who is entitled to receive equity performance rights and/or options as part of any equity incentive based scheme of the Fund;

• (d) the Secretary; and

• (e) Executives.

The Restricted Persons are to be subject to restrictions on trading in the Fund’s units at certain times of the year. Restrictions also apply where any Restricted Person is exposed to inside information in the course of their duties in accordance with the Insider Trading Policy (see Section 7 of the Fund’s Corporate Governance Charter).

1.3. Associated Parties

Each Restricted Person has a personal responsibility to ensure that his or her “associated parties” (being immediate family (including a spouse (or equivalent) or dependent), family company or trust) complies with the same respective restrictions as apply to Restricted Persons.

1.4. Prohibition on Executives dealing in units

In addition to the overriding prohibition on dealing when a person is in possession of inside information in accordance with the Insider Trading Policy, Restricted Persons and their

associated parties are prohibited (unless otherwise agreed to by the Chairman of the Board) from dealing in units during:

• (a) each period of 60 days immediately prior to the intended date upon which the Fund releases its annual financial statements to the ASX;

• (b) each period of 60 days immediately prior to the intended date upon which the Fund releases its half-yearly financial statements to the ASX;

• (c) each period of 30 days immediately prior to the intended date upon which the Fund holds a Unitholders meeting;

• (d) the first 14 calendar days of each month, prior to the announcement of the Fund’s NTA and

• (e) each period 48 hours immediately after the date upon which the Fund issues an ASX announcement of the Fund’s financial results or the holding of a Unitholders’ meeting.

For the avoidance of doubt, it is emphasised that Restricted Persons may not deal at any time whilst in the possession of “inside Information”.

1.5. Board of Directors’ discretion

The Board has an absolute discretion to place an embargo on Restricted Persons and/or employees and /or their respective associated parties trading in the Fund’s units at any time.

1.6. Notification rules in relation to dealing in units

Restricted Persons are required to notify the Fund of intended dealings in units of the Fund, by themselves or their associated parties, and, if required by this policy, obtain clearance from the Chairman of the Board, prior to such intended dealings. This should be done by written notice to the Secretary or Chairman outlining:

• (a) name of unitholder;

• (b) type of proposed transaction (purchase, sale, etc.); and

• (c) number of units involved.

The Secretary will confer with the Chairman of the Board in relation to any proposed dealing.

The Chairman and the Secretary must keep a written record of any information received from an employee (including a Restricted Person) in connection with this policy and any clearance or refusal to grant clearance given under this policy.

1.7. Directors to notify ASX of unitholding

The Directors of the Fund are required to complete, or request that the Secretary complete necessary forms to the Fund to be filed with the ASX in respect of their unitholding in the Fund for the purposes of section 205G of the Corporations Act and the Listing Rules.

1.8. Exceptional Circumstances

Where, in exceptional circumstances, and it is the only reasonable course of action available to a Restricted Person clearance may be given for the Restricted Person to sell (but not to purchase) units in the Fund when that person would otherwise be prohibited from doing so. In this Section 1.8, “exceptional circumstances” means severe financial hardship, a court order (or court enforceable undertaking), or some other overriding legal or regulatory requirement, to transfer or sell units, or other circumstances that may be deemed exceptional by the Chairman of the Board. For example, a Restricted Person may be in severe financial hardship if he or she has a pressing financial commitment that cannot otherwise be satisfied.

The Chairman of the Board may not give clearance under the exception in Section 1.8 if there is a matter about which there is inside information in relation to units (whether or not the Restricted Person knows about the matter) when the Restricted Person requests clearance or proposes to deal in units.

The Chairman of the Board will decide if circumstances are exceptional.

Any clearance given by the Chairman of the Board in accordance with Section 1.8 must be in writing (which may be in the form of an email). The Chairman must determine, and specify in the written clearance, the maximum duration of the clearance.

1.9. Trading not subject to this Trading Policy

The following dealings are not subject to the provisions of this Unit Trading Policy in respect of the Fund:

• (a) undertakings or elections to take up entitlements under a rights issue or other offer (including an offer of units in lieu of a cash dividend);

• (b) the take up of entitlements under a rights issue or other offer (including an offer of units in lieu of a cash dividend);

• (c) allowing entitlements to lapse under a rights issue or other offer (including an offer of units in lieu of a cash dividend);

• (d) the sale of sufficient entitlements to allow take up of the balance of the entitlements under a rights issue;

• (e) undertakings to accept, or the acceptance of, a takeover offer or pursuant to a scheme of arrangement implemented in accordance with section 411 of the Corporations Act;

• (f) transfer of units arising out of the operation of an employee scheme into a savings scheme investing only in securities of the Fund following;

  • (i) the exercise of an option under a savings related units option scheme; or

  • (ii) release of units from a profit sharing scheme;

• (g) the cancellation or surrender of an option under an employee scheme;

• (h) the purchase of units or the communication of information pursuant to a requirement imposed by law;

• (i) transfers of units by an independent trustee of an employee units scheme to a beneficiary who is not a person;

• (j) bona fide gifts to a Director by a third party;

• (k) transfers of securities of the entity already held into a superannuation fund or other saving scheme in which the Restricted Person is a beneficiary;

• (l) an investment in, or trading in units of, a fund or other scheme (other than a scheme only investing in the securities of the entity) where the assets of the fund or other scheme are invested at the discretion of a third party;

• (m) where a Restricted Person is a trustee, trading in the securities of the entity by that trust provided the Restricted Person is not a beneficiary of the trust and any decision to trade during a prohibited period is taken by the other trustees or by the investment managers independently of the restricted person; and

• (n) trading under an offer or invitation made to all or most of the security holders, such as, a rights issue, a security purchase plan, a dividend or distribution 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. This includes decisions relating to whether or not to take up the entitlements and the sale of entitlements required to provide for the take up of the balance of entitlements under a renounceable pro rata issue.