Trading Rules for Tyro Directors, Officers 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.
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 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 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 and Specified Employees may accept an invitation to participate in the Employee Share Option Plan (ESOP), regardless of when the offer is made, or even if acceptance falls outside an Open Period.
Options granted under the ESOP may be exercised at any time in accordance with the ESOP Rules for those options and their specific terms of grant, including outside of an Open Period. Officers and Specified Employees must then comply with the rules in this policy for trading in Tyro securities once the options (granted under the ESOP) 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 and Specified Employees trading in Open Period
Directors, Officers 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 family member, family trust or personal superannuation scheme unless the transferee entity is an entity controlled by the Director, Officer or Specified Employee alone and of which he/she is primary beneficiary.
No Director, Officer of Specified Employee or associate can enter into such a transaction until prior written approval has been given as follows:
|Director or Officer
||Chairman of Board Audit Committee
||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 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 and Specified Employees may take out margin loans over the holdings in Tyro securities. However, Tyro Directors, Officers 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 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 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 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 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 or Specified Employee and the associate.
- Tyro Directors, Officer 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:
An application for approval under exception 1 or exception 2 must be in the form annexed as Attachment B to this policy.
|Director or Officer
||Chairman of Board Audit Committee
||Chief Executive Officer
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
|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.
If you have any questions about this policy, please speak with the Company Secretary.