SRG GLOBAL LIMITED — Governance Information 2011

Jan 5, 2011

Global Construction Services Limited

Share Trading Policy

1. Introduction

The Corporations Act 2001 (Cth) ( "Corporations Act" ) prohibits any person who possesses inside information (whether as principal or agent) from using that information to deal in securities, either for personal gain or for the gain of any other person.

Inside information is information that is not generally available and, if it were available, a reasonable person would expect to have a material effect on either the price or value of the applicable security.

The main provision dealing with insider trading is section 1043A of the Corporations Act, which is summarised at the end of this policy.

Maximum penalties for non-compliance are:

• (a) in the case of a natural person $200,000 or imprisonment for 5 years, or both;

• (b) in the case of a body corporate $1,000,000; and

• (c) unlimited civil liability.

The following Policy and Procedures have been produced to provide guidance to Directors and employees of Global Construction Services Limited, and their associates, when dealing in Global Construction Services Limited securities (which includes shares and options issued by Global Construction Services Limited).

2. Policy on Trading in Global Construction Services Limited Securities

Directors and employees of Global Construction Services Limited:

• (a) must not deal in any security of Global Construction Services Limited whilst in possession of inside information;

• (b) should never engage in short term trading of any securities of Global Construction Services Limited;

• (c) should advise the company secretary, or in his absence, a Director, of any purchase or sale of securities in Global Construction Services Limited within 2 business days.

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3. Procedure for Trading in Global Construction Services Securities

Subject to the requirements of the Corporations Act and the above Policy requirements, a Director, an employee or their associate may:

• (a) provided that the person is not in possession of any inside information, deal in any security of Global Construction Services Limited.

• (b) not deal in any security of Global Construction Services Limited within 5 days prior to the release of:

  • (i) the half-yearly financial report to ASX;

  • (ii) the annual financial report to ASX, and

  • (iii) a prospectus for the offer of equity securities in Global Construction Services Limited;

• (c) acquire securities in Global Construction Services Limited under a bonus issue made to all holders of securities of the same class

• (d) acquire securities of Global Construction Services Limited under a dividend reinvestment, or top-up plan that is available to all holders of securities of the same class;

• (e) acquire, or agree to acquire, shares or options under any employee share or option plan implemented by Global Construction Services Limited;

• (f) exercise options granted by Global Construction Services Limited (pursuant to any option plan or otherwise), but may only sell all or part of the shares received upon exercise of the options only in accordance with the above Policy and these Procedures; and

In the case of Directors only, section 205G of the Corporations Act requires that a Director must notify the Australian Stock Exchange Limited of the acquisition or disposal of any security of Global Construction Services Limited. A copy of any such notification should be forwarded by the relevant Director to the Global Construction Services Limited Company Secretary within 2 business days of a deal occurring.

4. Definitions

In this Policy on Dealing in the Securities of Global Construction Services Limited:

"associate" includes nominee companies, spouses, dependent children, family trusts, etc.

"security" includes shares, debentures, rights, options, employee options, prescribed interests and warrants.

"deal" includes any transaction associated with buying, selling or converting a security.

"inside information" is information that if it was generally available and known to the market would have material effect on the price or value of the applicable security, and includes, without limitation:

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• (a) sales figures;

• (b) profit forecasts;

• (c) borrowings;

• (d) liquidity and cash flow information;

• (e) significant changes in operations;

• (f) management restructuring; significant litigation;

• (g) impending mergers acquisitions, reconstructions, takeovers;

• (h) major asset purchases or sales; and

• (i) new products and technology.

5.

Corporations Act Legislation

As stated above, the main provision dealing with insider trading is section 1043A of the Corporations Act. However, other sections throughout the Corporations Act deal with peripheral and related matters such as stock market manipulation, misleading conduct, fiduciary duties etc.

Section 1043A is summarised as follows:

• (a) Where:

  • (i) a person ( "insider" ) possesses inside information; and the person knows, or ought reasonably to know, that:

    • (A) the information is not generally available; and

    • (B) if it were generally available, it might have a material effect on the price or value of those securities,

the following rules apply.

• (b) The insider must not (whether as principal or agent):

  • (i) apply for, acquire, or dispose of, relevant securities or enter into an agreement to apply for, acquire, or dispose of, relevant securities; or

  • (ii) procure another person to apply for, acquire, or dispose of, relevant securities or enter into an agreement to apply for, acquire, or dispose of, relevant securities.

• (c) The insider must not, directly or indirectly, communicate the information, or cause the information to be communicated, to another person if the insider knows, or ought reasonably to know, that the other person would or would be likely to:

  • (i) apply for, acquire, or dispose of, relevant securities or enter into an agreement to apply for, acquire, or dispose of, relevant securities; or

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• (ii) procure another person to apply for, acquire, or dispose of, relevant securities or enter into an agreement to apply for, acquire, or dispose of, relevant securities.

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