Elders : Securities Dealing Policy

Securities Dealing Policy - 14 December draft.doc

6 January 2016

Securities Dealing Policy

Attached is a revised version of Elders Limited's Securities Dealing Policy. This version includes a number of immaterial changes to the previous version provided to ASX which was dated 10 September 2014.

Peter Hastings Company Secretary

1

Securities Dealing Policy

Elders Limited

Last approved by the Board on 17 December 2015

Who does the policy apply to?

Section 2 is a general description of the insider trading law. This section applies to all Elders' People.

Section 3 are additional rules imposed by Elders on dealing in Elders Securities. This section applies to all Elders People.

Section 4 are additional rules imposed on Elders' Designated Persons (see the definition section for who these people are). If you are not a Designated Person, you do not need to comply with this section.

Elders Limited Securities Dealing Policy

Table of Contents	Page
1. Introduction
1.1 Purpose and objectives	2
1.2 Who does this Policy apply to?	2
1.3 What happens if this Policy is breached?	2
1.4 What are my responsibilities under this Policy?	2
2. Compliance with the Law
2.1 Insider trading prohibition	3
2.2 What is Inside Information?	3
2.3 Not limited to Elders information	4
2.4 Employee equity incentive schemes	4
3. Additional Elders Policies
3.1 Trading Windows	5
3.2 Short-term or speculative dealing	6
3.3 Blacklisted Securities	6
3.4 Participation in Elders employee equity incentive schemes	7
3.5 Participation in Elders savings schemes	7
3.6 Derivatives	7
3.7 Margin lending	8
4. Specific Requirements for Designated Persons
4.1 Designated Persons	9
4.2 Prior notification and approval procedure in relation to Elders Securities	9
4.3 Confirmation of dealings in Elders Securities by directors	10
4.4 Dealings by Related Persons	10
4.5 Margin lending	11
5. Definitions	12
Attachment 1	14

Elders Limited Securities Dealing Policy

1. Introduction

   
   
2. Purpose and objectives

   
   

   This document sets out the Elders' policy regarding dealing in Securities (particularly Elders Securities) by Elders Group directors, officers and employees, and certain consultants and contractors.

   The objectives of this Policy are to:

   
   

3. provide a simple framework for dealing in Securities by Elders People that ensures that such dealing not only complies with the law, but is also seen to comply with the law;

4. require all Elders People comply with the law and Elders' rules at all times in connection with dealing in Securities;

5. assist Elders to comply with its disclosure and reporting requirements.

   
   

   This Policy summarises the insider trading prohibition, and also sets out Elders' additional requirements in relation to dealings in Securities.

6. Who does this Policy apply to?

   
   

   This Policy applies to each Elders Group director, officer and employee, as well as each contractor and consultant to the Elders Group whose terms of engagement apply this Policy to them (referred to collectively as Elders People and individually as an Elders Person in this Policy). Each Elders Person is also referred to as you in this Policy.

   Additional responsibilities apply to Elders' directors, members of the Elders Executive Committee, and other Designated Persons. Those responsibilities are set out in this Policy.

   Some aspects of this Policy also extend to or affect Related Persons of Elders People, such as family members or companies, trusts and other entities controlled by them.

7. What happens if this Policy is breached?

   
   

   Insider trading is a criminal offence, attracting potential fines and imprisonment. Civil penalties and compensation may also be ordered against a person engaging in insider trading.

   In addition to the consequences applicable under law, if you fail to adhere to the requirements of this Policy you may face disciplinary action, including dismissal in serious cases.

8. What are my responsibilities under this Policy?




You must ensure that you comply with both the law relating to insider trading and the requirements of this Policy. This Policy is only a general guide in relation to a complex area of the law, and is not legal advice.

Please contact the Company Secretary and General Counsel if you do not understand this Policy or have questions in relation to it.