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SERVICE STREAM LIMITED Governance Information 2018

Feb 13, 2018

65865_rns_2018-02-13_e40024db-7c09-4504-afbd-8f30f7845a27.pdf

Governance Information

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ASX & MEDIA RELEASE 14 February 2018

Revised Securities Trading Policy

The Service Stream Board recently approved an enhanced Securities Trading Policy (attached) which comes into effect on 15 February 2018.

The following changes were made:

  • Inclusion of a statement on whom to notify of possible breaches of the Policy and examples of Price Sensitive Information;
  • Alteration of the Closed Period to end 24 hours after the release of half year and full year results;
  • Addition of a permission prerequisite (in additional to the notification requirement) for Officers and Designated persons to Deal in the Company's shares; and
  • Addition of a time period for which the permission to Deal applies, being a maximum of 14 calendar days.

For further details contact:

Service Stream Limited Service Stream Limited Leigh Mackender, Managing Director Vicki Letcher, Company Secretary Tel: +61 3 9937 6350 Tel: +61 3 9677 8806

About Service Stream Limited:

Service Stream is a public company listed on the Australian Securities Exchange (Code: SSM). The Service Stream Group is a provider of essential network services to the telecommunications, energy and water industries. Service Stream operates out of more than 40 locations nationwide and maintains a workforce of around 1,500 employees and up to 3,000 active contractors. For more information please visit www.servicestream.com.au.

SECURITIES TRADING POLICY

1. Preliminary

1.1 Policy objectives

    1. to establish procedures for dealing in securities that provide protection to both Service Stream and its people against inadvertently breaching the law; and
    1. to manage reputational risk associated with insider trading.

1.2 Application

Section 2 of this policy applies to all Officers and Employees of Service Stream.

An Officer is each director or company secretary of Service Stream or any of its subsidiaries.

An Employee is each full-time, part-time or casual employee of Service Stream or any of its subsidiaries.

This policy also sets out additional obligations that apply if you are a Designated Person as per sections 3 and 4.

A Designated Person is any Officer; the Chief Executive Officer; an Employee who reports directly to the Chief Executive Officer; or an Employee who, as a consequence of their role in the company, permanently has access to confidential or price sensitive information regarding the company's outlook or prospects.

This policy is given to all Officers and Employees. It is your responsibility to read, and comply with, this policy. Any non-compliance will be regarded as serious misconduct which may result in the termination of your employment or other engagement.

1.3 Who to contact

If you are in any doubt regarding your proposed dealing in securities you should contact the Company Secretary on (03) 9677 8888.

Breaches, or possible breaches of this Policy, should be immediately notified to the Company Secretary.

2. The insider trading prohibitions

2.1 Persons to whom this section applies

This section applies to all Officers and Employees, and reflects the insider trading prohibitions set out in the Corporations Act.

2.2 Prohibition against insider trading

The Corporations Act prohibits insider trading. If you are aware of any Price Sensitive Information:

    1. you must not Deal in any securities which are affected by the Price Sensitive Information; and
    1. you must not procure another person to Deal in those securities.

Price Sensitive Information need not relate to Service Stream.

A breach of the insider trading laws would have serious consequences for you personally and for Service Stream.

No permission from anyone in Service Stream can absolve you of these prohibitions.

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APPROVED BY THE BOARD CCD-C-POL-2123
This document remains the property of Service Stream Ltd and must not be copied, reproduced or distributed in any form byany other party without written permission

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Key terms

Price Sensitive Information- is information which is confidential or otherwise not generally available to investors and, if the information were generally available, a reasonable person would expect it to have a material effect on the price or value of the relevant securities.

Information will be likely to have a material effect on the price or value of particular securities if the information would be likely to influence persons who commonly acquire securities in deciding whether or not to acquire or dispose of those securities.

The following are examples of information that may be price sensitive:

  • (a) actual or internal profit results;
  • (b) the appointment or resignation of the Company's MD, Board member or other senior employee;
  • (c) the entry into, variation or termination of a material contract;
  • (d) a purchase, merger, takeover, sale or partial share of a business;
  • (e) actual or proposed major litigation; and
  • (f) any plans involving shares or other securities.

Deal or Dealing in securities- is a broad concept and covers more than simply buying or selling securities on ASX. It extends to applying for, acquiring, or disposing of, securities or entering into an agreement to do any of those things.

2.4 Relationship to the continuous disclosure regime

The continuous disclosure regime under the ASX Listing Rules requires Service Stream to address the ASX about any price sensitive information concerning Service Stream immediately Service Stream becomes aware of the information, subject to limited exceptions.

Given the exceptions, there are circumstances in which disclosure of price sensitive information concerning Service Stream will not be required, and people who are aware of the information would breach the insider trading prohibition if they dealt in the shares before the information had been released to ASX.

3 When may a Designated Person Deal in Service Stream Securities?

Designated Persons may only Deal in Service stream Securities if:

  • a) the Dealing is outside a Closed Period (refer section 4.2), or is an exempt transaction in accordance with section 4.6, or you have obtained clearance for the Dealing in accordance with section 4.7;
  • b) you have obtained the relevant permission to trade in accordance with section 4.8; and
  • c) you do not possess any Price Sensitive Information affecting the relevant securities (refer section 2.2).

4. Additional restrictions that apply to Designated Persons

4.1 Persons to whom this section applies

If you are a Designated Person, you must comply with the specific restrictions set out in this section in addition to the obligations above.

4.2 Closed Periods

There are certain fixed periods (Closed Periods) when information about the financial position or performance of Service Stream is being finalised for release to ASX, during which Dealing in Service Stream securities by Designated Persons will generally be prohibited.

APPROVED BY THE BOARD CCD-C-POL-2123
This document remains the property of Service Stream Ltd and must not be copied, reproduced or distributed in any form byany other party without written permission

A Closed Period is each period starting on 15 December or 15 June and ending 24 hours after the financial results of Service Stream for the half-year or full-year (as the case may be) are released to ASX.

The Board may notify Designated Persons that any additional period is also a Closed Period, for example, because the Company is considering matters which are subject to an exception to the continuous disclosure rules.

Designated Persons and their associates are prohibited from Dealing in Service Stream securities during a Closed Period.

4.3 Associates

Designated Persons must take all reasonable steps to ensure that their associates do not Deal in any Service Stream securities when they are prohibited from doing so. Your associates include:

  • a) immediate family members (e.g. spouse, de facto partner, dependent child or parents); and
  • b) companies, trusts, superannuation funds and other entities you control.

4.4 Margin loans

Designated Persons are prohibited from entering into or maintaining margin loan arrangements over Service Stream securities due to the risk of forced sale of those securities, in breach of this policy.

4.5 No short selling, stock lending or hedging

Designated Persons are prohibited from entering into agreements or other arrangements:

  • a) to speculative trade or buy and sell shares on a short-term basis;
  • b) to short sell Service Stream securities;
  • c) for stock lending in relation to Service Stream securities; or
  • d) to hedge their existing holdings of or entitlements to Service Stream securities.

These prohibitions also include derivatives on the Service Stream securities.

4.6 Exempt transactions

There may be instances of transactions being allowed under this section even if they occur during a Closed Period. Where this is the case the Chairman will notify the relevant Officers and Employees.

4.7 Clearance

A Designated Person may request a clearance to allow the Designated Person (or their associate) to Deal in Service Stream securities when they would otherwise be prohibited from doing so. A clearance will only be granted where the Designated Person is experiencing severe personal hardship or another exceptional circumstance; and the Designated Person is not in possession of any price sensitive information affecting the relevant Service Stream securities.

A request for clearance must:

  • a) be in writing signed by the Designated Person;
  • b) set out details of the circumstance warranting the clearance;
  • c) set out details of the proposed Dealing in Service Stream securities, including its type (e.g. whether sale or purchase), the number and class of Service Stream securities, the circumstances of the proposed Dealing (e.g. whether by the Designated Person on ASX or between associates) and the likely date or dates of the proposed Dealing; and
  • d) confirm that the Designated Person does not possess any price sensitive information affecting the relevant securities.

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APPROVED BY THE BOARD CCD-C-POL-2123
This document remains the property of Service Stream Ltd and must not be copied, reproduced or distributed in any form byany other party without written permission

The written request for clearance must be submitted to the Chairman, unless the Chairman is seeking the clearance in which case it must be submitted to the Chair of the Audit and Risk Committee, through the Company Secretary. Once all relevant information has been received, the request will be considered and the clearance may be granted (with or without conditions) or refused in the absolute discretion of the person considering it.

4.8 Permission to trade

Before Dealing in any Service Stream securities:

  • a) The Chairman must obtain permission from either the Lead Independent Director or the Chair of the Audit and Risk Committee;
  • b) A Director, Chief Executive Officer, and Company Secretary must obtain permission from the Chairman;
  • c) Each other Designated Person must obtain permission from the Chief Executive Officer and Company Secretary.

If an Officer or Designed Person obtains approval to Deal, that Dealing must be completed within 14 calendar days from the date of the approval, or such earlier time as determined.

An application to Deal in Service Stream securities by a Designated Person (or his or her associate) must:

  • a) be in writing and set out details of the proposed dealing in securities, including its type (e.g. whether sale or purchase), the number and class of securities, the circumstances (e.g. whether by the Designated Person on ASX or between associates) and the likely date or dates of the proposed dealing; and
  • b) confirm that the Designated Person does not possess any price sensitive information affecting the relevant securities.

Notification of permission to Deal in Service Stream securities must similarly be in writing.

Designated Persons must notify the Company Secretary promptly after dealing in any Service Stream securities.

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CCD-C-POL-2123

This document remains the property of Service Stream Ltd and must not be copied, reproduced or distributed in any form by any other party without written permission