Billabong : Updated Securities Trading Policy

Billabong International Limited

The Securities Trading Policy regulates dealings by directors, group employees and their close family members in shares, options and other securities issued in relation to Billabong International Limited (BBG).
The purpose of the policy is to ensure that directors and group employees are aware of the legal restrictions on trading BBG securities when in possession of unpublished, price- sensitive information and the prohibition on seeking to enter arrangements designed to reduce or eliminate the risk associated with equity-based incentives such as performance shares and options offered by the Company to an executive.
Additionally the policy is intended to minimise the possibility of a perception arising that directors or group employees are trading while in possession of unpublished, price-sensitive information.
If directors and group employees deal in securities of BBG they must ensure the dealing does not breach the law or reflect badly on themselves or BBG or both.
The general scheme of this policy regarding allowable dealings by directors and group employees in BBG's securities is that:
• Directors and group employees should ensure they act within the law and do not deal in securities of BBG if they are in possession of unpublished, price-sensitive information;
• It is inappropriate for directors and group employees to regularly deal in BBG's securities;
• Where a director or member of the Senior Management of BBG proposes to deal in BBG securities the person shall at least 48 hours prior to the proposed dealing inform the Chairperson (or the Chair of the Audit Committee in the case of the Chairperson) in
writing of the details of the proposed transaction and confirm that they do not possess any unpublished, price-sensitive information.
• After a director has traded in BBG securities, the director must notify the Chairperson within three days of the dealing taking place so that the Company Secretary can lodge a change of interest notice with ASX.
• Unless otherwise permitted by this policy, directors and certain group employees must not deal in BBG's securities during the closed periods established under this policy.
Breach of insider trading law under the Corporations Act 2001 (Cth) by you, family members or friends could expose you or them to criminal and civil liability. Breach of insider trading law or this policy will also be regarded as serious misconduct which may lead to disciplinary action.
BBG has implemented the policy to identify when and in what circumstances directors, group employees and their close family members may deal in BBG securities. The policy provides a general summary of the law in Australia in relation to insider trading. It is the personal responsibility of each individual to comply with this policy.

It is illegal for anybody to deal in any securities of BBG when in possession of information that the person knows, or ought reasonably to know:
• is not generally available including information that BBG has not disclosed to the market in accordance with BBG's Continuous Disclosure Policy; and
• might have a material effect on the price or value of those securities if it was generally available (Inside Information).
This prohibition extends to procuring another person (such as a Close Associate) to deal, and, in the case of securities of listed corporations, extends to communicating the Inside Information to another person, if the person knows, or ought reasonably to know, that the other person would, or would be likely to, deal in the securities in question or procure another person to do so.

For the purposes of this policy: "Close Associates" means:
• family members who could be expected to be influenced by a Director or employee in their dealings with BBG's securities (this would include a Director or employee's partner and dependants);
• superannuation funds or trusts under which a Director or employee or a family member of a Director or employee is a trustee or beneficiary; and
• companies controlled by a Director or employee or their family.
"Dealing" includes applying for, acquiring or disposing of, or entering into an agreement to apply for, acquire or sell, securities, and "deal" has a corresponding meaning.
"Securities" means BBG shares, options, warrants or any other security, or financial products issued or created over or in respect of BBG securities (e.g. derivatives), whether or not they are traded on the Australian Securities Exchange and, for the avoidance of doubt, includes American depositary receipts (ADRs) and American depositary shares (ADSs).

A person in possession of Inside Information about BBG has a duty to keep that information confidential and must not disclose or communicate that information to any person.

Consistent with the legal prohibitions on insider trading, all Directors and employees and their Close Associates are prohibited from trading in any BBG securities while in possession of Inside Information .
It is a criminal offence for anyone to trade with knowledge of Inside Information. This includes family members and friends of directors and employees.
Additional restrictions are also applicable to those employees with regular access to Inside
Information as noted under Section 4 below.

Directors and certain group employees whose positions expose or are likely to expose them to Inside Information regarding BBG (Senior Management of BBG) are subject to additional restrictions on trading in BBG securities during the closed periods outlined below, unless exceptional circumstances apply.
For the purposes of this policy, the Senior Management of BBG are:
• members of the Board;
• the CEO of BBG, and his or her direct reports;
• anyone else who directly reports to the Chairperson, CEO, CFO and Company Secretary;
• participants in the Billabong Executive Performance Share Plan; and
• any other person who is notified that this part of the policy applies to them.

BBG's closed periods, unless otherwise determined by the Board, are as follows:
• from the close of trading on 30 June until after two clear trading days have elapsed from the date upon which BBG gives to the ASX its preliminary final report (full-year result); and
• from the close of trading on 31 December until after two clear days have elapsed from the date upon which BBG gives to the ASX its half-yearly report (half-year result).
If any person is unsure as to the precise start and finish dates of these periods they should consult with the Company Secretary. Alternatively the closed period dates for the calendar year are posted on the website www.billabongbiz.com.
Dealing in BBG securities by the persons listed above and their Close Associates is prohibited during closed periods, unless prior clearance has been obtained from the Chairperson (in the case of Senior Management other than the Chairperson) or the Chair of the Audit Committee (in the case of the Chairperson). Senior Management of BBG must take reasonable steps to ensure that their Close Associates inform them of any proposed Dealing in BBG's securities during a closed period, so that they can seek prior clearance on behalf of their Close Associate.
Prior clearance to deal during a closed period will only be given in exceptional circumstances, such as severe financial hardship, compulsion by court order or any other circumstance that is deemed exceptional by the Chairperson or the Chair of the Audit Committee (as relevant).
A person seeking clearance must apply in writing to the Chairperson or the Chair of the Audit Committee (as relevant) setting out the circumstances of the proposed dealing and the reason why they believe the circumstances to be exceptional, and confirming that they do not have Insider Information. The decision whether to grant clearance is at the absolute discretion of the approver, who may impose conditions on any clearance given, and who need not give reasons for a decision to refuse to grant clearance. Clearance may be notified in any written form and, subject to any conditions imposed by the approver, is effective for five business days after it has been given.

Any member of the Senior Management of BBG (other than the Chairperson) who intends to deal in BBG securities outside of a closed period must inform the Chairperson in writing of the details of the proposed dealing at least 48 hours in advance and confirm that they do not possess any Inside Information. If the Chairperson intends to deal in BBG securities, the Chairperson must give an equivalent notification to the Chair of the Audit Committee.
Prior to the proposed dealing, the Chairperson or the Chair of the Audit Committee (as relevant) reserves the right to direct the member of Senior Management of BBG not to deal in BBG securities or to impose conditions on the dealing in their absolute discretion, and is not obliged to provide reasons for any direction or condition.
Provided no direction is given or contrary condition is imposed, the member of the Senior Management of BBG will have five business days to enter into the proposed dealing. This period commences when the 48 hour notification period expires or from any earlier time allowed by the Chairperson or independent Director (as relevant).
Senior Management of BBG should not deal in BBG securities in the two weeks leading up to a scheduled release of significant sales data, a trading update or other significant financial information outside of a closed period. If an intention to trade is notified in these circumstances, the person making the notification should expect that they will be directed not to deal until at least 24 hours after the information is released.
The prior notification requirement set out in this section also applies to proposed dealings by
Close Associates of the Senior Management of BBG.

For the avoidance of doubt, it is stressed that the giving of clearance to deal during a closed period or a decision not to prevent a dealing at other times does not permit Senior Management of BBG to deal whilst in the possession of Inside Information - this restriction applies at all times.
Any clearance granted under Section 4.1 and any action or inaction under Section 4.2 is intended as a compliance monitoring function only and does not constitute an endorsement of the proposed dealing.

Subject to the overriding prohibition against insider trading under Section 3, the requirements of Section 4 of the policy do not apply to:
• commitments or elections to take up entitlements under:

o a rights issue;

o a bonus issue;

o a dividend reinvestment plan;

o a share purchase plan available to all retail shareholders; or

o an equal access buy-back.

• commitments or elections to take up entitlements under an employee equity plan operated by BBG (including applying for an allocation of securities under an employee equity plan and the exercise of options granted under a plan, but not any subsequent dealing in those securities, which must comply with the requirements of this Policy);
• sale of entitlements required to provide for the take up of the balance of entitlements under a renounceable rights issue;
• transfer of BBG securities into a superannuation fund or other savings scheme in which the employee is a beneficiary;
• an investment in, or trading in units of, a fund or other scheme (other than a scheme only investing in BBG securities) where the assets of the fund or other scheme are invested at the discretion of a third party;
• where the employee is a trustee, trading in BBG securities through that trust provided the employee is not a beneficiary of the trust and any decision to trade during a closed period is taken by the other trustees or by the investment managers independently of the employee;
• undertakings to accept, or acceptance of, a takeover offer;
• a disposal of BBG securities that is the result of a secured lender exercising their rights under a margin lending arrangement, provided this policy was complied with when the margin lending arrangement was entered into;
• trading under a non-discretionary trading plan, provided that:

o this policy was complied with when the employee entered the plan;

o prior written clearance has been provided in accordance with this policy;

o the employee does not amend or cancel the plan during a closed period other than in exceptional circumstances; and

o the employee cannot exercise any influence or discretion over how, when or whether to trade.

However, the prohibition will apply to any subsequent disposal by employees of BBG
securities acquired under any of the above exceptions.

Executives are prohibited from hedging or otherwise reducing or eliminating the risk associated with equity-based incentives such as unvested performance shares and options offered by the Company to the executive, or vested shares that remain subject to a disposal restriction.
If an executive in breach of this policy hedges or otherwise enters into an arrangement which is designed to reduce or eliminate the risk associated with equity-based incentives, the incentives shall be forfeited or lapse as the case may be.

All employees must comply with Section 3 of this policy, and Senior Management of BBG must also comply with Section 4 of this policy, when dealing in BBG securities pursuant to a margin lending arrangement.
Such dealings would include:
• entering into a margin lending arrangement in respect of BBG securities;
• transferring securities in BBG into an existing margin loan account; and
• unless the exemption in Section 5 applies, selling securities in BBG to satisfy a call pursuant to a margin loan.

The Board of BBG have an absolute discretion to place an embargo on Senior Management and/or employees and/or their respective associated parties dealing in BBG securities at any time.

To minimise the risk of inappropriate or non-uniform disclosure, only the Chairman, CEO and CFO are authorised to speak to securities analysts, institutional investors and journalists unless authorised by the Chairperson or CEO.
It is important to be aware that selective disclosure of Inside Information may result in a
breach of the insider trading law. It is the mere fact of disclosure of the Inside Information that gives rise to liability, not the manner in which it is disclosed.
Directors and group employees must not convey information in breach of this policy and the Corporations Act by expressing subjective attitudes about BBG's performance or by calling attention to disparate pieces of information not available as an aggregate to the general public.
In view of the pitfalls inherent in responding to analysts' projections and questions regarding previously undisclosed operating results or other developments, no comment at all should be made on these matters except to correct material factual errors in situations in which the facts are in the public domain.
BBG seeks to avoid any discussion with shareholders, security analysts, institutional investors and journalists during periods of particular sensitivity. Accordingly, "media black-out" periods have been established for the period of thirty days prior to the close of the half and full year accounting periods to the time of the half and full year results announcements.
This policy is subordinate to the over-riding requirement to respond to any development which triggers the broader obligation to provide information, or issue statements, in the interests of a fully informed market in accordance with the continuous disclosure requirements of the ASX.

Directors and group employees, who for business purposes, are required to provide Inside Information to External Advisors are to ensure that the confidentiality of the Inside Information is protected, for example under an appropriate Confidentiality Agreement or legal duty of confidence.

The directors of BBG have all entered into agreements agreeing to disclose their interests to the Company within three days of any dealings in BBG's securities so that Appendices 3X, 3Y or 3Z (as applicable) can be filed with the ASX for the purposes of section 205G of the Corporations Act 2001 (Cth) and ASX Listing Rule 3.19A.

Transactions in excess of one million shares should not be sold through normal day trading in order to minimise risk to the market price.

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