Redflex : 2016-03-08 Redflex Securities Trading Policy

737c61fb-2d17-4e8d-aac1-de76c17b5b28.pdf

ASX ANNOUNCEMENT

8 March 2016

REDFLEX HOLDI N GS L I M I TED ABN 96 069 306 216

Redflex Securities Trading Policy

Attached is a copy of the Redflex Securities Trading Policy, which was recently updated and approved by the Board of the Company on 8 March 2016.

About Redflex

The Redflex Group has established itself as a world leader in traffic enforcement products and services, developing world leading enforcement camera technology and owning and operating one of the largest networks of digital speed and red-light cameras in the world. Redflex develops and manufactures a wide range of digital photo enforcement solutions including red light camera, speed camera and school bus stop arm camera systems all utilising the most advanced sensor and image capture technologies.

The Redflex Group runs its own systems engineering operations, system integration technologies and innovation centre for research and development. With our continuous development of new safety products, the Redflex Group has been helping to reduce collisions and to save lives for more than 20 years.

Paul Clark Group Chief Executive Officer Redflex Holdings Limited [e-mail] [phone]

Craig Durham Group General Counsel & Company Secretary Redflex Holdings Limited [e-mail] [phone]

Redflex Holdings Limited was listed on the Australian Securities Exchange in January 1997. For further information:

1. INTRODUCTION

   
   

2. This Policy sets out the Company's policy on any Dealing in Redflex Securities by Designated Persons including the additional restrictions that are imposed on those Designated Persons who are Restricted Persons.

   
   

3. This Policy applies to all Redflex Securities.

   
   

4. If you do not understand any part of this Policy, the summary of the law, or how it applies to you, you should raise the matter with the Group General Counsel & Company Secretary before Dealing in any Redflex Securities.

   
   

5. DEFINITIONS

   
   
6. ASX means the Australian Securities Exchange.

   
   

7. Board means the board of directors of the Company.

   
   

8. Business Day means Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

   
   

9. Closed Period has the meaning set out in Section 5 of this Policy.

   
   

10. Company means Redflex Holdings Limited ABN 96 069 306 216.

    
    

11. Deal(s) in Redflex Securities or Dealing in Redflex Securities means doing any of the following things:

    
    

12. applying for or acquiring or disposing of Redflex Securities or agreeing to do so (Trade);

    
    

13. procuring, encouraging, inciting or inducing any other person to Trade (Procure a Trade); or

    
    

14. directly or indirectly communicating Price Sensitive Information, or causing Price Sensitive Information to be communicated, to any other person who would be likely to Trade or Procure a Trade.

    
    

15. Designated Person has the meaning set out in Section 4(a) of this Policy.

    
    

16. Generally Available Information means information that:

    
    

17. consists of readily observable matter;

    
    

18. is made known in a manner that would, or would be likely to, bring it to the attention of persons who commonly invest in Redflex Securities or securities of a kind similar to Redflex Securities, and a reasonable period has elapsed to allow the information to be disseminated among such persons; or

    
    

19. consists of deductions, conclusions or inferences made or drawn from the above types of information.

    
    

20. Group means the Company and its subsidiaries.

    
    

21. Immediate Family Member means a family member of a Designated Person who may be expected to influence, or be influenced by, the Designated Person in Dealings with Redflex Securities. An Immediate Family Member includes:

    
    

22. the Designated Person's partner or spouse; and

    
    

23. the Designated Person's dependent children, or their spouse or partner's dependent children.

    
    

24. Key Management Personnel has the meaning given to that term in the applicable Australian Accounting Standards.

    
    

25. Price Sensitive Information is information that:

    
    

26. is not Generally Available Information; and

    
    

27. if it were Generally Available Information, a reasonable person would expect it to have a material effect on the price or value of Redflex Securities or on a decision to buy or sell Redflex Securities.

    
    

    The financial impact of the information is important, but strategic and other implications can be equally important in determining whether information is Price Sensitive Information. The definition of information is broad enough to include rumours, matters of supposition, intentions of a person (including the Company) and information which is insufficiently definite to warrant disclosure to the public.

    
    

    Importantly, a person need not be an "insider" to come across Price Sensitive Information. That is, it does not matter how the person comes to know the Price Sensitive Information (for example, the person could learn it in the course of carrying out their responsibilities or in passing in the corridor or at a social function).

    
    

28. Redflex Securities includes all shares, options or other securities of the Company including financial products issued or created over or in respect of any such securities.

    
    

29. Restricted Person has the meaning set out in Section 4(e) of this Policy.

    
    

30. Trading Window means any period of time outside a Closed Period.

    
    

31. PROHIBITION AGAINST INSIDER TRADING

    
    

32. A Designated Person must not (either on their own behalf or on behalf of someone else) Deal in Redflex Securities if they are in possession of Price Sensitive Information regarding the Group or Redflex Securities.

    
    

33. Importantly, a Designated Person must also not communicate Price Sensitive Information to another person (including, but not limited to, a spouse, relative, friend, trustee of a family trust or directors of a family company) who may Deal in Redflex Securities.

    
    

34. A person who is in possession of Price Sensitive Information and Deals in Redflex Securities may contravene the Corporations Act 2001 (Cth) and expose themselves to civil and criminal liability.

    
    

35. GENERAL TRADING RESTRICTIONS Designated Persons

36. A Designated Person is any director, officer, employee, consultant or contractor of any

    member of the Group, their Immediate Family Members and any companies, trusts and entities controlled by such person or any of their Immediate Family Members (or that the

    
    

    person or any of their Immediate Family Members can influence whether they Deal in Redflex Securities) and includes Restricted Persons.

    
    

37. A Designated Person, who is not a Restricted Person, may Deal in Redflex Securities at any time during the year unless that person is in possession of Price Sensitive Information about the Group or Redflex Securities.

    
    

38. A Designated Person cannot Deal in Redflex Securities unless they have satisfied themselves that they do not possess any Price Sensitive Information about the Group or Redflex Securities.

    
    

39. If a Designated Person has any queries in relation to whether or not they possess any Price Sensitive Information relating to the Group or Redflex Securities, they should raise that question with the Group General Counsel & Company Secretary or the Group Chief Executive Officer (if the Designated Person is the Group General Counsel & Company Secretary).

    
    

    Restricted Persons

    
    

40. A Restricted Person is:

    
    

41. any member of the Company's Key Management Personnel (including but not limited to executive and non-executive directors of the Company);

    
    

42. any officer of any member of the Group who is not included in paragraph (i);

    
    

43. the Immediate Family Members of any person referred to in paragraph (i) or (ii); and

    
    

44. companies, trusts and entities that a person referred to in paragraphs (i), (ii) or (iii) controls or can influence whether they Deal in Redflex Securities.

    
    

45. A Restricted Person is only permitted to Deal in Redflex Securities in the following cases:

    
    

46. if the Restricted Person has received written clearance under Sections 6 and 7 of this Policy; or

    
    

47. if Section 8 of this Policy applies to the proposed Dealing in Redflex Securities,

    
    

    and provided that the Restricted Person is not in possession of Price Sensitive Information about the Group or Redflex Securities.

    
    

48. CLOSED PERIODS

    
    

49. The Company's Closed Periods are:

    
    

50. 30 November to the second trading day (inclusive) after the Company's half year results are released to the ASX; and

    
    

51. 31 May to the second trading day (inclusive) after the Company's annual results are released to the ASX.

    
    

52. In addition to the Closed Periods set out in paragraph (a), the Board has the power, and the Board has also delegated to the Group General Counsel & Company Secretary the power, to direct some or all Designated Persons or Restricted Persons at any time, in their respective absolute discretion, that any Dealing in Redflex Securities is prohibited (including during a period that would otherwise fall within a Trading Window). The relevant Designated Persons and Restricted Persons must comply with any such direction from either the Board or the Group General Counsel & Company Secretary (as applicable) while