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Trading in securities policy

Summary of main provisions relating to rules for securities transactions by directors 

1.   A director must not deal in any of the securities of the Company at any time when he or she is in possession of unpublished price-sensitive information in relation to those securities.

2.   The same restriction should apply to dealings by a director in the securities of any other listed company when by virtue of his or her position as a director of the Company, he or she is in possession of unpublished price-sensitive information in relation to those securities.

3.   A director must not deal in any securities of the Company without first notifying and discussing the proposed dealing with the Chairman. In his or her own case the Chairman must ensure the Board is first notified of the details.

4.   Subject to the principle set out in 1 above, and as a guide only, directors should only deal in the Company's securities in the one month periods immediately following:

• the announcement of the half yearly results;
• the announcement of the full year results;
• the holding of the Annual General Meeting; and
• the issue of a prospectus by the Company.

In addition, directors should not engage in short-term trading of the Company's securities.

5.   Any director of the Company who acts as a trustee of a trust that invests in securities should ensure that his or her co-trustees are aware he or she is a director of the Company so as to enable them to anticipate possible difficulties. Similar considerations apply to a director having investments under management.

6.   The restrictions on dealings by a director set out above should be regarded as equally applicable to any dealings by the director's spouse or by or on behalf of any dependant child, family company or family trust. Directors should, to the extent they are able to do so, prevent any such dealing at a time when the director himself or herself is not free to deal.

7.   References in these rules to "securities" include shares or debentures (whether or not secured) and rights or options to subscribe for shares or debentures. The policy also extends to derivative sales and forward sales or hedging transactions.

Price-sensitive information (some examples)

• a material acquisition, divestment or realisation of assets;
• proposed changes in the capital structure, or redemption/buy-back of securities;
• proposed dividends and share issues;
• proposed changes in the nature of business of the Company;
• notification to the Company of a substantial shareholding; and
• any information require to be notified to the Australian Stock Exchange pursuant to Listing Rule 3.1 (the continuous disclosure requirement).

 

Summary of main provisions of policy relating to trading in securities by Symbion Health employees 

Policy

Employees shall ensure that their involvement in trading in Symbion Health securities is in accordance with the law and in particular does not breach the insider trading provisions of the Australian Corporations Act 2001 or similar legislation in other countries in which Symbion Health operate.

Application

This policy applies to employees, (including their nominee companies), and their associates, such as spouse, dependent children, family trusts and family companies, where the transactions are known to the employee.

Definitions

Symbion Health securities Includes shares, converting preference shares, options over shares and any other such instrument issued or granted by Symbion Health or any company controlled or managed by Symbion Health, financial products issued over Symbion Health's securities by third parties, or trading in associated products which operate to limit the economic risk of the employee's holdings in Symbion Health securities.

Guidelines

Timing of Transactions

Subject to the qualifications below, Symbion Health employees shall be permitted to trade in Symbion Health securities within a period of 30 days following:

• the release of Symbion Health's half-yearly results;
• the release of Symbion Health's annual results; and
• the holding of Symbion Health's Annual General Meeting.

Where, during the 30 day period, an employee is in possession of price sensitive information relating to Symbion Health which is not generally available, it would still be a breach of the insider trading laws for the employee to trade in Symbion Health securities during that time.

Qualifications to Permitted Trading Periods

Trading outside these 30 day periods may be permitted if trading is pursuant to:

• a prospectus or offering memorandum issued by a Symbion Health company; 
• an offer under the terms of the Symbion Health Senior Executive Share Option Plan; or
• the imminent expiry of issued options.

Trading in Securities of Other Companies

Restrictions to trading by Symbion Health employees in the securities of any other listed company shall apply when, by virtue of their position as an employee of Symbion Health, they are in possession of unpublished price-sensitive information in relation to those securities.

Endorsed June 2003

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