4. Restrictions on Trading
4.1 Inside Information
Inside Information is information relating to MVP which is not generally available but would, if the information were generally available, be likely to have a material effect on the price or value of MVP’s Securities (“Inside Information”)
Information has a “material effect” if it would be likely to influence persons who commonly acquire securities (in general) in deciding whether or not to acquire or dispose of the relevant securities.
Staff are prohibited from trading in MVP securities and any other entity (e.g. another listed company with which MVP is confidentially negotiating a significant transaction) whilst in the possession of what they ought reasonably to know is inside information.
4.2 Black Out Periods
Designated Persons are prohibited from dealing in (that is, applying for, acquiring or disposing of) MVP Securities during the “Black Out Periods”; all other times of the year subject to notification to the company of the intention to trade (see Schedule 1 and 2).
Under this policy, the following periods are “Black Out” Periods:
a) 31 December until midday Melbourne Local Time (MLT) on the next business day after the day on which the half year results are announced;
b) 30 June until midday MLT on the next business day after the day on which the full year results are announced; and
c) At such other times as the Board of Directors of MVP prohibits.
The following table illustrates the “Black Out Periods” in general terms.
4.3 Insider Trading
The requirements imposed by this policy are separate from, and additional to, the legal prohibitions in the Corporations Act on insider trading, which makes it a serious criminal offence for someone who is in reasonable possession of “inside information” (information not generally available that a reasonable person would expect to have a material effect on the price or value of securities of MVP or any other entity) and knows or ought reasonable to know that it is inside information:
a) to acquire or dispose;
b) to encourage or induce anyone else to acquire or dispose (regardless of whether they have inside information);
c) to give inside information to anyone who may be likely to acquire or dispose or encourage anyone else to acquire or dispose, of securities of MVP or that other entity.
5. Trading during a “Black Out Period” in Exceptional Circumstances
5.1 MVP recognises that directors, officers or employees may need to trade in MVP shares in exceptional circumstances (even during a “closed period”).
5.2 MVP shares may be traded due to exceptional circumstances, if:
a) the circumstances relate to severe financial hardship that cannot be satisfied other than by selling the securities;
b) the person is not in possession of inside information; and
c) the person has complied with the approval process contained in this policy.
5.3 If a director, officer or employee wishes to trade in MVP shares in exceptional circumstances he/she must give written notice to the Chairman seeking consent no less than 5 business days before the proposed trade. Such notice must set out:
a) the number of shares to be traded;
b) the proposed date(s) for the trade(s);
c) the exceptional circumstances involved; and
d) a statement confirming that they are not in possession of any inside information.