Business
Region : Securities Trading Policy
Region : Securities Trading
About this update from Region Group
Securities Trading Policy Owner Chief Legal and Investment Officer / Company Secretary Application Region Version 7 Version Date June 2024 Next Review June 2025 Date Securities Trading Policy Contents 1. Background 3 2. Purpose .............................................................................................................................................................................. 3 2.1 Purpose and objectives 3 2.2 Application 3 2.3 Consequences of breach 3 2.4 Policy changes 3 3. Compliance with the law 3 3.1 Insider trading prohibition 3 3.2 Examples of Inside Information 4 3.3 Not limited to Region's information 4 3.4 Employee equity incentive schemes 5 4. Additional policies applicable to Region Personnel 5 4.1 Short-term or speculative dealing 5 4.2 Blackout periods 5 4.3 Clearance notices 6 4.4 Clearance decision 6 4.5 Dealings not subject to the blackout period trading restriction 7 4.6 Derivatives 8 4.7 Communication of Inside Information 8 4.8 Checklist 8 5. Specific requirements for Designated Persons 8 5.1 Designated Persons 8 5.2 Notification and approval in relation to Region Units 9 5.3 Reporting of completed Dealings 9 5.4 Dealings by Connected Persons of Designated Persons 9 5.5 Exemptions for Trusts where Designated Person is trustee 10 5.6 Margin lending 10 5.7 Employee incentive schemes, pro-rata issues and dividend reinvestment plans 10 6. Definitions 10 Appendix A Guiding Principles to Determine REIT Persons who are Designated Persons 13 Appendix B Region Units Dealing Notification and Approval Request 14 Appendix C Region Units Dealing Checklist 16 Securities Trading Policy 1. Background Region comprises Region Management Trust, Region Retail Trust (together, Trusts), Region RE Limited ACN 158 809 851 (" Region RE ") and any entities owned and / or managed, either beneficially or legally, by the Trusts or Region RE (" Region "). 2. Purpose 2.1 Purpose and objectives This Policy sets out the guidelines for Region Personnel when dealing in Securities (particularly Region Units). The purpose of the Policy is to assist Region Personnel to avoid conduct that would constitute the offence of 'insider trading' under the Corporations Act . In some respects, this Policy extends beyond the strict requirements of the Corporations Act , so as to avoid any appearance or allegations of impropriety in dealings in Securities by Region Personnel. 2.2 Application This Policy applies generally to all Region Personnel. Additional responsibilities apply to Designated Persons, as set out in Section 6 of this Policy. Some aspects of this Policy also extend to Connected Persons of Region Personnel, as set out in Sections 5.1, 5.8 and 6.4 of this Policy. 2.3 Consequences of breach Under the Corporations Act , 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. 3 | In addition to the consequences applicable under law, a breach of this Policy will be regarded as serious misconduct and Region Personnel who fail to adhere to the requirements of this Policy face disciplinary action, potentially including dismissal. 2.4 Policy changes Region will give to ASX a copy of an amended Policy if it changes: the blackout periods for trading (Section 5.3); the trading that is excluded from the operation of this Policy (Section 5.6); the exceptional circumstances where trading during a blackout period may be permitted (Section 5.4), within five business days of the change taking effect. 3. Compliance with the law 3.1 Insider trading prohibition The Corporations Act prohibits a person from engaging in insider trading, and Region Personnel are prohibited by this Policy from engaging in insider trading. In broad terms, a person will have engaged in insider trading if: that person possesses Inside Information in relation to Securities (whether in relation to Region Units or Securities of any other entity); and that person: deals in (that is, apply for, purchase or sell) Securities that are the subject of the Inside Securities Trading Policy Information, or agrees to do so; or procures someone else to buy or sell the Securities that are the subject of the Inside Information, or agrees to do so; or passes on that Inside Information to a third party where the person knows, or ought reasonably to know, that the third party would be likely to use the information to do any of the above things. If in doubt, you should not trade. The insider trading prohibition applies in relation to conduct of Region Personnel on their own behalf, or on behalf of another person. Additionally, a Region Person may engage in insider trading if, while the Region Person is in possession of Inside Information, another person engages in the conduct described at Section 4.1(b)(ii) above on the Region Person's behalf. 3.2 Examples of Inside Information To illustrate the prohibition described above, the following are possible examples of price sensitive information which, if not generally available, may constitute Inside Information: a change in an entity's forecast or expectation; a proposed major acquisition or disposal of assets; a proposed or actual takeover; a significant new development proposal; 4 | the likely granting (or loss) of a major contract or government approval; a proposed distribution or change in distribution policy; a proposed new issue of Securities ; a significant change in senior management of Region or of another entity. The above is not an exhaustive list of Inside Information. Inside Information can include speculation, supposition or inference, and may also relate to the intentions or likely intentions of a person. Information is 'generally available' (and therefore does not constitute Inside Information) where the information: is readily observable; or has been brought to the attention of people who commonly invest in Region securities by an ASX announcement or similar communication made to the general public and a reasonable period for its dissemination has elapsed since the announcement; or is able to be deduced, concluded or inferred from other generally available information. Region will usually make information relevant to it generally available by releasing it to the ASX. Region's continuous disclosure obligations are explained in its Continuous Disclosure Policy and Unitholder Communications Policy . 3.3 Not limited to Region's information The prohibition on insider trading in Section 4.1 above applies equally to where Inside Information is Securities Trading Policy held by a Region Person in respect of another entity's Securities, as it does to Inside Information relating to Region Units. If you have Inside Information in relation to another entity, you must not deal in that entity's securities. 3.4 Employee equity incentive schemes As a result of an exception to the insider trading prohibition under the Corporations Act , Region Personnel will not breach the statutory prohibition on insider trading or the prohibition in Section 4.1 of this Policy by applying for rights to Region Units under an employee equity incentive plan offered by Region or acquiring Region Units under such an application, regardless of whether Region Personnel are in possession of Inside Information at the time of making such applications or acquisitions. However, Region Personnel may still breach the statutory prohibition on insider trading and the prohibition in Section 4.1 of this Policy if, while in the possession of Inside Information, they subsequently dispose of Region Units acquired under those employee equity plans or communicate Inside Information to any other person. 4. Additional policies applicable to Region Personnel In addition to their obligation to comply with the law and this Policy in relation to insider trading (see Section 3 above), Region Personnel are subject to the obligations in Section 5. 4.1 Short-term or speculative dealing Region Personnel are encouraged to be long-term holders of Region Units. As 5 | speculation in short-term fluctuations in Region Units does not promote market or unitholder confidence in the integrity of Region or Region Personnel, no Region Person may deal in Region Units within 12 months of their acquisition by that Region Person unless they first resign or this Policy otherwise permits. Subject to Sections 5.3 and 5.6 of this Policy, this prohibition does not restrict the vesting or exercise of options over or rights to Region Units under an incentive scheme offered to Region Personnel, and the subsequent sale of the underlying units within a 12 month period. Similarly, the sale of Region Units at the end of a restriction period applying under an employee incentive scheme is not prohibited. Each Region Person should also take all reasonable steps to prevent their Connected Persons from engaging in short-term or speculative dealings in relation to Region Units. 4.2 Blackout periods Subject to Sections 5.4 and 5.6 of this Policy, a Region Person must not Deal in any Region Units during the following periods: the period from 1 January until 12 noon (AEST) on the next business day after the day on which the half-year results are released; and the period from 1 July until 12 noon (AEST) on the next business day after the day on which full year results are released; and the period beginning on the date that is six weeks before Region's AGM and ending at 12 noon (AEST) on the next Securities Trading Policy business day after the day on which Region's AGM is held. Additionally, the Board may declare a blackout period during which Region Personnel are prohibited from Dealing in Region Units at any time at its absolute discretion and without prior notice if considered necessary by the Board. It must always be remembered, that even where a blackout period is not operating, Region Personnel may be prohibited from Dealing in Region Units under the insider trading prohibitions in section 4.1. 4.3 Clearance notices A clearance notice allowing a Region Person who is not in possession of Inside Information to sell (but not purchase) Region Units during the periods described in Section 5.3 above may be given where that Region Person is in severe financial hardship or there are other exceptional circumstances. Sales for which a clearance notice has been received remain subject to the insider trading prohibitions in Section 4.1. Applications for a clearance notice must: contain details of the reason for the request (including the nature of the severe financial hardship or other exceptional circumstances); include a statement that you are not in possession of any Inside Information that might preclude you from trading; and be made in writing to the following authorised Region Personnel: if an employee other than a Senior Executive - the CEO or the Company Secretary; 6 | if a Director (other than the Chair), CEO or Senior Executive - the Chair; if the Chair - the Chair of the ARMCC or REM Committee. With reference to paragraph (B) above, in the event that the Chair is unavailable or otherwise unable to consider a clearance notice application, such applications must be made to either the Chair of the ARMCC Committee or the Chair of the REM Committee. As a guide, exceptional circumstances would include passive trades, for instance where a person is required by a court order or otherwise by law to sell the relevant Region Units. Severe financial hardship would not normally include a liability to pay tax unless the person has no other means by which to do so. A clearance notice must be in writing (including in electronic form). The Region Person should keep a record of any clearance notices received. A Region Person who receives a clearance notice allowing them to sell Region Units must complete the sale as soon as possible and, in any event, within three business days of the clearance being received. The Region Person must notify the Company Secretary promptly after the sale is completed. 4.4 Clearance decision The determination as to whether or not severe financial hardship or other exceptional circumstances exist rests solely in the discretion of the Authorising Officer (or the Chair of the ARMCC Committee or Rem Committee, as applicable) and is final and Securities Trading Policy binding. The Authorising Officer (or the Chair of the ARMCC Committee or Rem Committee, as applicable) does not need to provide reasons. In considering an application, the Authorising Officer (or the Chair of the ARMCC Committee or REM Committee, as applicable) will have regard to the purpose of this Policy which is not only to minimise the risk of insider trading but also to avoid the appearance of insider trading and the reputational damage it can cause and any other matters the Authorising Officer (or the Chair of the ARMCC Committee or REM Committee, as applicable) thinks fit. Clearance to trade should generally not be granted if: Region is considering any market announcement regarding trading results, corporate transactions or otherwise, or is relying on ASX Listing Rule 3.1A; the Authorising Officer (or the Chair of the ARMCC Committee or REM Committee, as applicable) considers there is information that is not generally available, but if it were, it would be likely to have a material effect on the price or value of Region Securities; or there is a risk that the market will suspect you had Inside Information, or there is a risk of reputational damage to Region. 4.5 Dealings not subject to the blackout period trading restriction The following dealings are excluded from the blackout period trading restriction in Section 5.3, 7 | but remain subject to the insider trading prohibitions in Section 4.1: transfers into a superannuation fund or other saving scheme in which the Region Person is the beneficiary of Region Units held by the Region Person or in which the Region Person has a relevant interest prior to that transfer; transfers of Region Units between a Region Person and a Connected Person; where the final date for the exercise of the option or right, or conversion of the security falls during a blackout period and the holder of that security could not reasonably be expected to have exercised the option or right during a permitted trading period; an investment in, or trading in units of, a fund or other scheme (other than a scheme only investing in Region Units) where the assets of the fund or other scheme are invested at the discretion of a third party (eg an ETF or index tracker fund); where a Region Person is a trustee, trading in Region Units by that trust provided that the Region Person is not a beneficiary of the trust and any decision to trade during the blackout period is taken by the other trustee(s) or by the investment managers independently of the Region Person; undertakings to accept, or the acceptance of, a takeover offer or scheme of arrangement in respect of Region; dealing in Region Units under an offer or invitation made to all or most of the security holders, such as a pro rata rights issue, a security purchase plan, a distribution reinvestment plan and an equal access buy- back, where the plan that determines the timing and structure of the offer has been approved by the Board of Region. This Securities Trading Policy includes decisions relating to whether or not to take up the entitlements and the sale of entitlements required to provide for the take up of the balance of entitlements under a renounceable pro rata issue; applying for Region Units, and acquiring Region Units under such application, under any employee share plan in which a Region Person has been invited to participate; acquiring Region Units under a distribution reinvestment plan or unit purchase plan operated by Region, where a Region Person did not enter into the plan or amend the terms of their participation in the plan during the blackout period; a disposal of Region Units that is the result of a secured lender exercising their rights. For the avoidance of doubt, this does not extend to the exercise by a lender of rights under a margin lending arrangement; dealing under a non-discretionary trading plan for which prior written clearance has been provided in accordance with the procedures set out in this Policy and where: the Region Person did not enter into the plan or amend the plan during the blackout period; and the trading plan does not permit the Region Person to exercise any influence or discretion over how, when or whether to trade. dealings where the beneficial interest in the Region Units does not change. However, a Designated Person who proposes to Deal in Region Units pursuant to an exception contained in this Section must also comply with the notification and approval requirements set out in Section 6.2. 8 | 4.6 Derivatives Region Personnel must not use, nor allow to be used, any Derivatives in relation to any unvested Region Units (including rights over unvested Region Units) or vested Region Units that are still subject to disposal restrictions. The use of Derivatives over Region Units that have vested and are exercisable must, like any other Dealing in Region Units, comply with the law and other provisions of this Policy, including in relation to short-term dealings, blackout periods and, in the case of Designated Persons, the notification and approval procedures set out in Section 6.2. Additionally, Region may publicly disclose any Derivative positions over Region Units taken out by a Director of Region. 4.7 Communication of Inside Information Region Personnel are prohibited from communicating Inside Information to a Connected Person or any other person where it would breach the law. 4.8 Checklist A checklist of the information that Region Personnel and Region need to consider prior to Dealing in Region Units is attached at Appendix C . 5. Specific requirements for Designated Persons 5.1 Designated Persons Each Director of Region, the Company Secretary and each member of the key management personnel of Region, by virtue of their role and position within Region, needs to take additional care in relation to dealings Securities Trading Policy in Region Units, due to the potential for adverse public perceptions to be formed. Such people are therefore treated as Designated Persons for the purposes of this Policy and are subject to additional obligations. Other Region Personnel may also from time to time occupy a position, or be involved in a particular activity, that means that they should (at least for a certain period) also take additional care in relation to dealings in Region Units. Accordingly, the Company Secretary may from time to time designate any other Region Person as a Designated Person for the purposes of this Policy, with such persons to be subject to the additional obligations detailed in this Section 6. The principles used to determine which Region Personnel will be deemed to be Designated Persons for the purpose of this Policy are set out in Appendix A . It must always be remembered, however, that Designated Persons not only need to comply with those obligations, but are also responsible at all times for complying with the law, in particular insider trading laws. 5.2 Notification and approval in relation to Region Units Designated Persons, irrespective of whether they are permitted to Deal in Region Units in accordance with Sections 3, 5 or 6 of this Policy, must comply with the policies set out in this Section 6. Any Designated Person must, prior to Dealing in Region Units (subject to certain limited exceptions set out below), first notify the Chair (or in the case of the Chair, the Company Secretary or in absence of the Chair, the Chair of the ARMCC or the REM Committee) of that proposed Dealing, by 9 | completing and submitting a notification and request in the form of Appendix B to this Policy (or such other form as Region may specify from time to time). Designated Persons must not engage in the proposed Dealing until the Chair (or Company Secretary, ARMCC Chair or REM Committee Chair, as applicable) has approved the proposed Dealing in writing. Any such approval is valid for five business days, or such other period specified in it, meaning that the relevant Dealing can only occur during that period (subject to the other requirements of this Policy). 5.3 Reporting of completed Dealings To facilitate compliance with Region's disclosure and reporting obligations to the ASX and under the Corporations Act , a Designated Person must notify the Company Secretary (or in the case of the Company Secretary, the Chief Executive Officer) as soon as practicable after a Dealing in Region Units by or for that Designated Person and, in any case, no more than two days after the Dealing. Directors are reminded that it is their obligation under section 205G of the Corporations Act to notify the ASX within 14 days after any change in their interest if Region has failed to do so. 5.4 Dealings by Connected Persons of Designated Persons Designated Persons must take steps to ensure that their Connected Persons understand and will act in accordance with the terms of this Policy in relation to Region Units. This means that Designated Persons must: request their Connected Persons to observe the notification and approval procedure outlined in Section 6.2 above by giving the Designated Person the information necessary for the Designated Person to Securities Trading Policy lodge notices and requests in respect of the Connected Person's dealings in Region Units; take reasonable steps to ensure that their Connected Persons do not engage in short- term dealings in Region Units; and take reasonable steps to ensure that their Connected Persons do not deal in Region Units during an applicable blackout period or at any other time when the Designated Person would not themselves be permitted to deal in Region Units under this Policy. 5.5 Exemptions for Trusts where Designated Person is trustee Section 6 does not restrict Dealings in Region Units by a trust of which a Designated Person acts as trustee if: the Designated Person is not a beneficiary of the trust; the decision to deal in the relevant Region Units is taken without reference to, and independently of, the Designated Person; and the Designated Person is not the sole trustee of the trust. 5.6 Margin lending Designated Persons may not enter into margin lending arrangements with respect to Region Units. This restriction is limited to arrangements properly described as margin lending arrangements and does not extend to other types of loan arrangements or instruments which may be secured by a security interest granted in respect of Region Units. Designated Persons may enter into or acquire such other types of loan arrangements or instruments, but only after 10 | first notifying the Chair of their intention to do so and disclosing the terms of such loan arrangements or instruments. Designated Persons should consult with the Company Secretary if they are uncertain as to whether an arrangement is properly classified as a margin lending arrangement. 5.7 Employee incentive schemes, pro- rata issues and dividend reinvestment plans The notification and approval procedure under this Section 6 does not apply in relation to the subscription for Region Units pursuant to a pro-rata issue, or involves the application, and acquisition under such application, of Region Units under an employee incentive scheme or dividend reinvestment plan. Compliance with the other terms of this Policy is, however, still required. 6. Definitions For the purposes of this Policy, the following terms have the meaning set out below: ARMCC Committee means the Audit, Risk Management and Compliance Committee. ASX means the Australian Securities Exchange. Authorising Officer means those persons listed in Sections 5.4(c) and 5.4(d). Board means the directors of Region acting at a quorate meeting or by written resolution. Chair means the person who from time to time occupies the position of Chair of Region. Company Secretary means the person who from time to time occupies the position of Company Secretary of Region. Connected Person means, in relation to a REIT Person: