Trading & Share Purchase Policy

(Updated April 2008)

1. Purpose

2. The Corporations Act

3. The Company’s Trading Policy

4. Prohibitions

5. Confidential information

6. Employment and Monitoring of Compliance

7. Where can I obtain further information?

8. Notification Form to Deal in the Company’s Securities

1. Purpose

1.1 Scope of this document

This document summarises the law relating to insider trading and sets out the Company’s trading policy on buying and selling shares (“securities”) of the Company.

1.2 Who does the trading policy apply to?

The Company’s Board of Directors (Board) has adopted this Insider Trading and Share Purchase Policy (“referred to as the Trading Policy”).

Paragraphs 3.3, 3.4 and 3.5 of this Trading Policy apply to all directors (executive and non-executive), officers and senior management occupying the offices set out in schedule 1 of the Company and such other persons nominated and notified by the Board (each a “Designated Person”)

It is important to remember that although paragraphs 3.3, 3.4 and 3.5 of this Trading Policy only apply to the Designated Persons, the insider trading prohibitions set out in the Corporations Act 2001 (Corporations Act) and discussed in Part 2 below apply to all persons who deal in the Company’s Securities (including employees, other than Designated Persons, as well as members of your family).

1.3 Further advice

If you do not understand the summary of the law relating to insider trading set out below or this Trading Policy, or if you are confused as to whether the law applies to you, please contact the Company Secretary on (07) 55732666. You may wish to seek your own professional legal advice before dealing in the Company’s Securities.

2. The Corporations Act

2.1 The insider trading prohibitions

If you have inside information (as defined in paragraph 2.2 below) relating to the Company it is illegal for you to:

  1. deal in (ie apply for, acquire or dispose of) the Company’s Securities or enter into an agreement to do so; or
  2. procure another person to apply for, acquire or dispose of the Company’s Securities or enter into an agreement to do so; or
  3. directly or indirectly communicate, or cause to be communicated, that information to any other person if you know, or ought reasonably to know, that the person would or would be likely to use the information to engage in the activities specified in paragraphs (a) or (b) above.

These prohibitions apply equally to the application for, grant, exercise or transfer of an option over the Company’s Securities. It does not matter how or in what capacity you become aware of the Inside Information. It does not have to be obtained from the Company to constitute inside information.

You cannot avoid the insider trading prohibition by arranging for a member of your family or a friend to deal in the Company’s Securities nor may you give “tips” concerning Inside Information relating to the Company to others, including customers.

2.2 What is Inside Information?

Inside information means information relating to the Company which is not generally available but which would, if the information were generally available, be likely to have a material effect on the rise or value of the Company’s Securities. Information can include matters of speculation or supposition and matters relating to intentions or likely intentions of a person (Inside Information”).

Information is regarded as being likely to have a material effect if it would, or would be likely to, influence persons who commonly invest in securities or other traded financial products in deciding whether or not to deal in the Company’s Securities.

Examples of Inside information could be:

  1. the financial performance of the Company against its budget;
  2. changes in the Company’s actual or anticipated financial condition or business performance;
  3. changes in the capital structure of the Company, including proposals to raise additional equity or borrowings;
  4. proposed changes in the nature of the business of the Company;
  5. changes to the Board or significant changes in senior management;
  6. matters triggering a general obligation of disclosure (eg Listing Rule 3.1 continuous disclosure obligations).
  7. Likely or actual entry into or loss of a material contract
  8. Material acquisitions or sales of assets by the Company, a proposed dividend or other distribution or a change in dividend policy.
  9. A proposed new share issue;
  10. A material claim against the Company or other unexpected liability.
2.3 When is information generally available?

Information is generally available if:

  1. it consists of readily observable matter or deductions
  2. it has been brought to the attention of investors through an announcement to Australian Stock Exchange Limited (“ASX”) or otherwise brought to the attention of investors in securities, and a reasonable period has elapsed since it was announced or brought to investors attention or
  3. it consists of deductions, conclusions or inferences made or drawn from information referred to in paragraphs (a) or (b). Examples of possible readily observable matters are:
  4. (a) a change in legislation which will affect the Company’s ability to make certain types of investments; or
  5. a severe downturn in global securities markets.
2.4 What are the consequences

What are the consequences if you breach the insider trading prohibitions?

Breach of the insider trading laws may subject you to:

  1. criminal liability – penalties include heavy fines and imprisonment; and
  2. civil liability – you can be sued by another party or the Company for any

3. The Company’s Trading Policy

3.1 What does this Trading Policy apply to?

This Trading Policy applies to all information relating to the Company’s Securities.

3.2 General Prohibitions

If you possess inside information concerning the Company’s Securities, you must not:

  1. deal in the Company’s Securities or enter into an agreement to do so:
  2. procure another person to do anything specified in paragraph (a) or
  3. pass on that information to anyone who is likely to engage in the activities specified in paragraphs (a) or (b) above.

These general prohibitions are overriding obligations and apply at all times, despite all other terms of this Trading Policy. The same rules also apply to dealing in the Securities of any other company about which you have any inside information.

For example information that you have about any related bodies corporate (a Group company) or company related to a group company may be price sensitive for the relevant company.

3.3 Trading Windows

No Director or employee to trade shares 14 days prior to the release of Half Yearly Report and 14 days prior to the release of the Annual Report

3.4 Trading with permission of the Board

If there are

  1. exceptional circumstances; and
  2. the person concerned declares that they do not possess any Inside Information

Then approval may be given by the Board in their discretion to allow a Designated Person to deal outside a trading window. Any such approval must be obtained in advance.

A dealing for which approval is given remains subject to the notice requirements of paragraphs 3.6 and 3.7

3.5 Prior notification

If Designated persons propose to deal in the Company’s Securities (which includes entering into an agreement to deal) during the Trading Windows or after, if prior approval of the Board is obtained in accordance with paragraph 3.5, the Designat4d Person must first:

  1. complete and forward a “Notification Form to Deal in the Company’s Securities” in the form of Part A of Schedule 2 to the Notification Officer (as defined in Schedule 2) and
  2. receive confirmation in the form of Part B of Schedule 2 signed by the Notification Officer.

Notification of any dealing in the company’s Securities under this paragraph and the completion of Part B of the “Notification Form to Deal in the Company’s Securities does not constitute approval of the dealing by or on behalf of the Company. It should also be noted that Directors are required to notify ASX in accordance with section 205G of the Corporations Act 2001 of any change in relevant interests that they hold in the Company’s Securities.

3.6 Confirmation

The Designated Person must confirm in writing to the Board when the dealing in the Company’s Securities has occurred, the number of Securities affected and the relevant parties to the dealing.

3.7 Dealings in Securities by employees

Dealings in Securities by employees other than Designated Persons

Employees (excluding Designated Persons) of the Company are not required to comply with paragraphs 3.3, 3.4, 3.5 and 3.6 of this trading Policy before dealing with the Company’s Securities.

Employees should ensure strict compliance with paragraph 3.2 before dealing with any Company Securities.

3.8 Extension of Trading Policy

The Board may also from time to time extend this Trading Policy by specifying that Designated Persons, are restricted from dealing in the Securities of other specified companies with which the Company may have a close relationship.

4. Prohibitions

4.1 Short term trading

Designated Persons are not permitted to engage in short term trading of the Company’s Securities.

The acquisition of Securities with a view to resale within a 6 month period and the disposal of Securities with a view to re-acquire with a 6 month period would be considered to be short term trading.

However, the acquisition of Securities through a plan and the subsequent disposal of those Securities immediately thereafter will not be regarded as short term trading.

5.Confidential Information

Where an applicable person possesses, or may reasonably be considered to possess, inside information about AHC Limited, they must insure that they comply with the law at all times.

6.Employment and Monitoring of Compliance

Any contraventions of this Policy will be noted by the Company Secretary and reported to the Managing Director and the Board. A contravention will result in notice on the Employees personnel file and be dealt with in a manner deemed appropriate and could result in dismissal. A contravention of this Policy by any Director, Officer or Compliance Committee Member will be reportable to the Chairperson.

All employees and members are expected to comply with insider trading provisions of the Act.

7. Where Can I Obtain Further Information

This Policy shall be made available to all Applicable Persons and will be posted on the Web Site. All applicable persons are required to understand their responsibilities, behave ethically and comply with the Policy at all times.

Chapter 7, Part 7.10, Division 3 of Corporations Act 2001 (“Act”) prohibits insider trading. Pursuant to section 1043A of the act, if an insider possesses information which they know or ought to reasonable know is inside information, then the insider must not:

  1. apply for, acquire, or dispose of, relevant securities, or enter into an agreement to apply for, acquire, or dispose of, relevant securities: or,
  2. procure another person to apply for, acquire or dispose of, securities, or enter into an agreement to apply for, acquire, or dispose of , relevant securities; or
  3. pass on inside information relating to AHC Limited to any other person, if you know or ought reasonably to know, that the person may use the information to buy or sell shares in the company.

A failure to comply with section 1043A of the Act is an offence. There can be severe criminal penalties including fines up to $200,000 and imprisonment of up to 5 years and civil penalties from engaging in insider trading.

8. Notification Form to Deal in the Company’s Securities.

Application for Clearance to Acquire/ Dispose of AHC Limited Securities

NAME: ……………………………………………………………………
DATE: ……………………………………………………………………
NAME OF PROPOSED




PURCHASER/SELLER:

 ……………………………………………………………………
NO. OF SECURITIES
AND TIMING OF
TRANSACTION:		 ……………………………………………………………………
REPRESENTATION: I confirm that I am not in possession of any information that would be deemed “inside information” nor by my actions contravene the requirements of the AHC Limited Trading Policy.
SIGNED:……………………………………… DATE:………………………………….
I confirm the request complies with the requirements of the AHC Limited Trading Policy
CLEARANCE:……………………………….DATE: ………………………………….
CHAIRMAN