Application of this policy
This policy applies as follows:
- Part A applies to all Tyro Directors, executives, employees, contractors and Board Observers (defined in Part B below) and contains prohibitions on insider trading and general prohibitions.
- Part B contains trading rules for Tyro Directors, Officers, Board Observers, executives and employees and applies only to them.
This policy also applies to ‘associates’ of the above people. For the purpose of this policy, your ‘associates’ include:
- a spouse or partner;
- dependent children;
- any trustee of a trust or other fiduciary arrangement under which you, your spouse or partner, or your dependent children, is or may be a beneficiary;
- any company in which you hold (directly or indirectly) a majority of the shares or otherwise control (directly or indirectly); and
- any other entity in which you are a director, secretary or executive officer, unless appropriate arrangements are in place within that company or body to ensure that you:
- take no part in a decision by that other company or body to purchase or sell Tyro securities; and
- have not induced or encouraged that other company or body to purchase or sell Tyro securities.
As a director, executive, employee, officer, Board Observer or contractor of Tyro, you may in the course of carrying out your duties, come into possession of inside information relating to Tyro or another entity. The insider trading prohibitions contained in the Corporations Act prohibit a person from dealing in securities while in possession of inside information or passing on inside information to others who may deal in securities. This purpose of this policy is to ensure that all directors, executives, employees, officers, Board Observers or contractors of Tyro comply with the insider trading prohibitions.
This policy is based upon Australian legislation, which may differ from insider trading legislation in other countries.
Tyro will interpret this policy in a manner that is consistent with the Tyro Code of Conduct. In some cases, this policy may impose higher obligations than statutory obligations.
What happens if this policy is breached?
Serious civil and criminal liability can arise for breaches of insider trading laws. These laws also apply to individuals outside of Tyro, such as your family or associates, should they become aware of information to which this policy applies. Breaches of this policy will be considered to be serious misconduct and a breach of conditions of employment and may lead to disciplinary action, including dismissal.
Insider trading and general prohibitions
Diagram illustrating trading restrictions for Tyro securities
What is ‘insider trading’ and ‘inside information’?
‘Insider trading’ generally refers to dealing in any securities while you hold ‘inside information’, or disclosing ‘inside information’ to other people who may use that information to deal in securities.
‘Inside information’ is information which is not generally available that, if made generally available, would have a material effect on the price or value of securities.
While working for, contracting to, or attending Board meetings of, Tyro, you may become aware of ‘inside information’ which may relate to Tyro, a corporate merchant or business partner or any other company. It does not matter how you know the information or where you got it from. Examples of the types of information which might affect the price or value of Tyro securities include (but are not limited to):
- proposed capital transactions including share issues, capital returns or buy-backs of securities;
- changes to the Tyro Board;
- information relevant to Tyro’s financial results;
- entry into or termination of key or material contracts that could have a material effect on profits (negative or positive);
- proposed changes to the nature of Tyro’s business; and
- investigations by regulators which could have an impact on Tyro’s business which are not publicly known.
Information will no longer be regarded as inside information when it becomes generally available.
Information will be generally available if it consists of a readily observable matter, or it has been disseminated in a manner likely to bring it to the attention of investors (other than by inappropriate disclosures by you) and a reasonable period of time has elapsed.
As Tyro is an unlisted public company there is no regularly traded market (such as the ASX) for trading in Tyro’s securities. As a result, there is no proper pricing mechanism for Tyro’s securities (such as a quoted price). On this basis, when determining whether information would have a material effect on the price or value of Tyro’s securities, the assessment should be based on whether the information would have a material effect on the value of Tyro’s securities.
You should bear in mind that as an unlisted disclosing entity, Tyro is subject to continuous disclosure obligations. Under the continuous disclosure obligations, Tyro is required to continually publish on Tyro’s website updated information which may be relevant to the value of Tyro’s securities. Further detail regarding Tyro’s continuous disclosure obligations is set out in Tyro’s Continuous Disclosure Policy.
Material Information that does not require disclosure under Tyro’s Continuous Disclosure Policy is still capable of being ‘inside information’ for the purposes of this policy. As a result, there may be trading restrictions that apply in respect of this Material Information.
The intention behind this policy and insider trading laws generally is to prevent unfairness to a party that is buying or selling securities when there is an inequality of information between that party and the other party to the transaction, where that information may affect the price or value of the securities.
What are ‘securities’?
For the purposes of insider trading laws, ‘securities’ include, but are not limited to:
- shares or bonds issued or proposed to be issued by a company;
- derivatives including swaps, equity or credit derivatives;
- units in a managed investment scheme;
- debentures, stocks or bonds issued or proposed to be issued by a government;
- options; and
- any other financial products that are able to be traded on a financial market.
This policy adopts the above definition of securities except that Tyro securities are not traded on a financial market.
Insider trading is prohibited at all times
If you have inside information about Tyro (or any other entity), you must not:
- trade (i.e. buy, sell or subscribe for), or agree to trade, in the relevant securities;
- get somebody to trade, or agree to trade, in the relevant securities on your behalf; or
- directly or indirectly communicate, or cause someone to communicate, inside information to another person who is likely to trade, or get somebody else to trade, in the relevant securities.
You must not communicate inside information about Tyro or any other entity (including a merchant) to:
- another Tyro employee, unless it is necessary for business purposes and you have authority to communicate the information;
- any person outside Tyro, in particular, external advisers unless appropriate confidentiality arrangements are in place; and
- industry analysts or business journalists, or to confirm any suspicions or hunches which they may have, even if these suspicions or hunches are based on their own research and analysis.
Prohibition on hedging
You must not (and you must ensure your associates do not) enter into any arrangement (including options, derivatives or other financial products) which operate to limit your exposure to risk in relation to an unvested holding in Tyro securities or other unvested entitlements under employee share plans.
This prohibition does not apply to vested holdings in Tyro securities once all restrictions cease to apply, although notification and other arrangements apply to Specified Employees dealing in vested securities under Part B below.
Trading Rules for Tyro Directors, Officers, Board Observers and Employees
Who is an Officer?
‘Officer’ is defined in the Corporations Act to include a director or secretary of a company or other person who participates in making decisions that affect the whole or a substantial part of a company’s business, who has the capacity to affect significantly a company’s financial standing or in accordance with whose instructions or wishes, the directors are accustomed to act.
Who are Specified Employees?
A ‘Specified Employee’ is any employee of Tyro, regardless of their seniority or the nature of their position.
Who is a Board Observer?
A ‘Board Observer’ is any person that is invited or entitled to attend meetings of the Company’s Board (or committees of the Board) or receive the papers of the Company’s Board and Board Committees and includes the associates, employees or employer of any such person.
Trading during Open Period
As noted above, there is a general prohibition on trading at any time while you have inside information.
Subject to the approval process set out below, Tyro Directors, Officers, Board Observers and Specified Employees or their associates are only permitted to buy or sell Tyro securities during ‘Open Periods’.
Open Periods are:
- the period starting on the business day following the Annual General Meeting and closing 4 calendar weeks after the Annual General Meeting;
- the period starting on the business day after Tyro publishes its half yearly (unaudited) accounts and closing 4 calendar weeks after the publication of those half yearly accounts; and
- the period starting on the business day after Tyro publishes its full year accounts and closing 4 calendar weeks after the publication of those full year accounts.
The Open Periods may be extended or shortened or another Open Period may be introduced at any time by direction of the Board. Notice of such changes will be communicated by email and by posting on Tyro’s intranet. Any change to an Open Period will be effective immediately upon the giving of such notice.
Participation in corporate actions, takeovers and share plans
Tyro Directors, Officers, Board Observers and Specified Employees who are eligible, may participate in dividend reinvestment plans, equal access buy-backs, rights issues or bonus issues (corporate actions) which are offered to all Tyro shareholders, or other offers of Tyro securities made under a Tyro prospectus, even where the corporate action or offer is made, or acceptance falls, outside an Open Period. However, you must not elect to participate in a corporate action or change your election while you have inside information about Tyro, unless the terms of your participation are the same (other than pro rata adjustments based on the number securities held) as the terms offered to all other participants.
Officers, Specified Employees, Directors and Board Observers may accept an invitation to participate in the Employee Share Option Plan (ESOP) or any other equity plan incorporating the Company’s securities (together with the ESOP, an ‘Equity Plan’), regardless of when the offer is made, or even if acceptance falls outside an Open Period.
Securities granted under an Equity Plan may be exercised at any time in accordance with the rules governing that Equity Plan and any specific terms of grant, including outside of an Open Period. Officers, Specified Employees, Directors and Board Observers must then comply with the rules in this policy for trading in Tyro securities once the securities (granted under an Equity Plan) are exercised and converted to ordinary shares in Tyro.
Subject to applicable insider trading laws and other relevant Corporations Act provisions, the restrictions on dealing outside of an Open Period do not apply to any undertaking to accept or the acceptance of a takeover offer in respect of Tyro securities.
Directors, Officers, Board Observers and Specified Employees trading in Open Period
Directors, Officers, Board Observers and Specified Employees or their associates who wish to do any of the following in an Open Period:
- buy or sell Tyro securities, or enter into a hedging arrangement over vested Tyro securities; or
- arrange for another person to try to enter into any arrangement of those kinds
must seek approval for the proposed transaction from the person mentioned in the table below by giving to the Company Secretary a Trading Notification Form in the form annexed as Attachment A to this policy.
Any transaction which causes a change in ownership of Tyro securities will be considered ‘buying’ and ‘selling’ under this policy. This includes a transfer to a related entity, family member, family trust or personal superannuation scheme unless the transferee entity is an entity controlled by the Director, Officer, Board Observer or Specified Employee alone and of which he/she is primary beneficiary.
No Director, Officer, Board Observer or Specified Employee or associate can enter into such a transaction until prior written approval has been given as follows:
|Director, Officer or Board Observer||Chairman|
|Chairman||Chairman of Board Audit Committee|
|Specified Employee||Chief Executive Officer|
The transaction referred to in the Trading Notification Form must be completed within 4 calendar weeks of the giving of approval (if approval is given) to the applicant. If the intended transaction is not completed within that period, then a further Trading Notification Form must be submitted before a transaction can be undertaken.
Tyro Directors, Officers, Board Observers and Specified Employees must notify the Company Secretary in writing immediately of any trading by them or their associates in Tyro securities or their entering into a hedging arrangement over vested Tyro securities.
Tyro Directors, Officers, Board Observers and Specified Employees may take out margin loans over the holdings in Tyro securities. However, Tyro Directors, Officers, Board Observers and Specified Employees must not allow a margin call to be met by the sale of Tyro securities at a time when they would not be able to sell those securities themselves under this policy.
If you have inside information about Tyro at the time, you cannot sell your Tyro securities, including in the Open Period, to meet a margin call.
Tyro Directors, Officers, Board Observers and Specified Employees are expected to have sufficient resources to meet a margin call by means other than a sale of their Tyro securities. If a Tyro Director, Officer, Board Observer or Specified Employee has any doubt about their ability to meet a margin call by means other than a sale of their Tyro securities, they should take steps to rearrange their affairs to have a facility that does not contain price triggers (for example, an investment loan secured against other assets). If your margin lender sells any of your Tyro securities not during the Open Period, whether on your instructions to do so or not, this will be a breach of this policy.
Exceptions to trading outside of an Open Period
There are only 2 possible exceptions to the prohibition on Tyro Directors, Officers, Board Observers and Specified Employees or their associates trading in Tyro securities outside an Open Period:
- Subject to the general prohibition on trading at any time with inside information, a Tyro Director, Officer, Board Observer or Specified Employee (‘first party’) may trade in Tyro securities with their associates, with the prior written approval of the Chairman (or in the case of the Chairman, of the Chairman of the Board Audit Committee) and further provided that the associate does not trade in those Tyro securities with a party that is not an associate of the first party otherwise than allowed by this policy. An application for approval under this exception 1 must provide details of the associate relationship between the Tyro Director, Officer, Board Observer or Specified Employee and the associate.
- Tyro Directors, Officers, Board Observers and Specified Employees who have an unreasonable financial impost or who are in other exceptional circumstances may apply in writing for approval to be exempted from the prohibition on selling Tyro securities outside the Open Period. An application under this exception 2 must include details of why the proposed sale or disposal of the Tyro securities is the only reasonable course of action available to cover the circumstances. Approval is to be sought from the person specified in the table below:
|Director, Officer or Board Observer||Chairman|
|Chairman||Chairman of Board Audit Committee|
|Specified Employee||Chief Executive Officer|
An application for approval under exception 1 or exception 2 must be in the form annexed as Attachment B to this policy.
If the person to whom an exception 2 application is made, as set out in the table above, possesses inside information about Tyro, that person must decline to consider the application, in which case the application is to be considered by the Chairman, or in the case of an application by the Chairman, by the Chairman of the Board Audit Committee.
A person asked to approve a transaction under this policy may approve or decline the application as he/she considers appropriate and he/she is not required to provide any reasons for that decision.
An applicant will be informed in writing of the outcome of their application and any conditions imposed on an exception to trading outside of an Open Period.
Other Relevant Corporations Act provisions
Directors and other Officers and employees of Tyro are subject to the duties set out in sections 182,183 and 184 of the Corporations Act. Directors and other Officers of Tyro are subject to additional duties outlined in sections 180 and 181 of the Corporations Act.
|Corporations Act provision||Description|
|No Improper Use of Inside Information (s183 and s184)||An officer or employee, or former officer or employee must not make improper use of information acquired by virtue of his or her position as such an officer or employee to gain, directly or indirectly, an advantage for himself or herself or for any other person, or to cause detriment to Tyro.|
|No Gain by Improper Use of Position (s182 and s184)||An officer or employee must not make improper use of his or her position as such an officer or employee, to gain, directly or indirectly, an advantage for himself or herself or for any other person, or to cause detriment to Tyro.|
|Care and Diligence (s180)||An officer must exercise his or her powers and discharge his or her duties with the degree of care and diligence a reasonable person would exercise in the same circumstances.|
|Good Faith (s181 and s184)||An officer must exercise his or her powers and discharge his or her duties in good faith in the best interests of Tyro and for a proper purpose. An officer commits an offence if he or she is reckless or is intentionally dishonest and fails to exercise his or her powers and discharge his or her duties in good faith in the best interests of Tyro and for a proper purpose.|