Policy for Trading in Company Securities
Vulcan Resources Limited ("Company")
Directors, officers and employees1 who wish to trade in Company securities must first have regard to the statutory provisions of the relevant Corporations Act dealing with insider trading.Insider trading is the practice of dealing in a company's securities (i.e. shares or options) by a person with some connection with a company (eg. an employee) in possession of information generally not available to the public, but may be relevant to the value of the company's securities or may influence a person's decision to transact in the company's securities. It may also include the passing on of this information to another. Legally, insider trading is an offence which carries severe penalties, including imprisonment.
In summary, directors, officers and employees of the Company must not, whether in their own capacity or as an agent for another, subscribe for, purchase or sell, or enter into an agreement to subscribe for, hedge purchase or sell, any securities (i.e. shares or options) in the Company, or an associated entity or procure another person to do so:
| 1. | if that director, officer or employee possesses information that a reasonable person would expect to have a material effect on the price or value of the securities or influence a person's decision to buy or sell the securities in the Company if the information was generally available; | ||
| 2. | if the director, officer or employee 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 the securities or influence a person's decision to buy or sell the securities in the Company; and | ||
| 3. | without first seeking and obtaining written acknowledgement from the Chair. | ||
Further, directors, officers and employees must not either directly or indirectly pass on this kind of information to another person if they know, or ought reasonably to know, that this other person is likely to deal in the securities of the Company or procure another person to do so.
Directors, officers and employees must not enter into transactions or arrangements which operate to limit the economic risk of their security holding in the Company without first seeking and obtaining written acknowledgement from the Chair.
The Company requires directors and officers of the Company provide details of any margin lending arrangements involving securities in the Company to the Company so that an assessment can be made as to whether disclosure is required under ASX Listing Rule 3.1A.
Directors must disclose details of changes in securities of the Company they hold (directly or indirectly) to the company secretary as soon as reasonably possible after the date of the change and in any event no later than the business day after the change (directors are referred to the Company's Director's Disclosure Obligations document and Director's Declaration of Interest Form). The company secretary is to maintain a register of notifications and acknowledgements given in relation to trading in the Company’s securities. The company secretary must report all notifications of dealings in the Company's securities to the next board meeting of the Company.
Directors are reminded that it is their obligation under ASX listing Rule 3.19A to notify the market operator within 5 days, and section 205G of the Corporations Act to notify the market operator within 14 days, after any change in a director's interest.
Breach of the insider trading prohibition could exposure you to criminal and civil liability. Breach of insider trading law or this Policy will be regarded by the Company as serious misconduct which may lead to disciplinary action and/or dismissal.
For clarity, the Company does not have any predetermined "black out" period when transacting in Company securities is forbidden, nor has it specifically identified officers of the Company who cannot transact in Company securities.
This Policy does not contain an exhaustive analysis of the restrictions imposed on, and the very serious legal ramifications of, insider trading. Directors, officers and employees who wish to obtain further advice on this matter, are encouraged to contact the company secretary.
This Policy also applies to the Company's related entities.
1 In this policy references to directors, officers and employees includes all associates of the directors, officers and employees.