Sydney Stock Exchange Listing Rules Procedures Part B: Amendments relating to introduction of T+2 settlement

Transcription

1 Sydney Stock Exchange Listing Rules Procedures Part B: Amendments relating to introduction of T+2 settlement Date Procedures made: 18 January 2016 Date Procedures come into operation: 7 March These Sydney Stock Exchange Listing Rule Procedure amendments were made on 18 January 2016 and will come into operation from 12.01am (Sydney time) on 7 March 2016 unless notified to the market otherwise 7 March December 2015 APXSydney Stock Exchange Listing Rules Procedures 1

2 Contents 1 INTERPRETATION RULES 1 2. DEFINITIONS 3 3. SPONSORS 4 4. ADMISSION AS A LISTEE 5 5. QUOTATION OF SECURITIES 6 6. RIGHTS AND OBLIGATIONS ATTACHED TO SECURITIES 7 7 CONSTITUTIONS 8 8. RESTRICTIONS ON NEW ISSUES OF SECURITIES BUY BACKS AND FORFEITURE REORGANISATIONS CONTINUOUS DISCLOSURE OTHER CONTINUING OBLIGATIONS COMPLIANCE WITH AND ENFORCEMENT OF THESE RULES TRADING HALTS, SUSPENSIONS AND REMOVALS FINANCIAL INFORMATION MAJOR TRANSACTIONS TRANSACTIONS WITH RELATED PARTIES DIRECTORS MEETINGS TRANSFERS AND REGISTRATION RESTRICTED SECURITIES SANCTIONS RULE ENFORCEMENT PROCEEDINGS - SPONSORS REVIEW PANEL FEES GENERAL OIL & GAS LISTEES March December 2015 APXSydney Stock Exchange Listing Rules Procedures 1

3 28. MINING LISTEES SUPERVISION OF RELATED LISTEES BY ASIC March December 2015 APXSydney Stock Exchange Listing Rules Procedures 2

4 1 INTERPRETATION RULES NOTE: Terms in bold in these Listing Rule Procedures have the meanings specified in Rule 1.4(h) or Chapter 2 of the Rules. Financial statements Procedure 1.15 For the purpose of Rule 1.15(b)(ii) the following accounting standards will be acceptable in addition to those set out in the Rule: 1. the accounting standards of New Zealand; 2. the accounting standards of Singapore; 3. the accounting standards of Hong Kong; 4. the accounting standards of USA; 5. if the international listee or international exempt listee is listed on another exchange and the home exchange requires preparation of financial reports using standards other than those set out above, the financial reports lodged with Sydney Stock Exchange must, at the time of lodgement with Sydney Stock Exchange, be supplemented by a report which clearly reconciles the financial statements with either the Australian Accounting Standards or the International Financial Reporting Standards. For the purpose of Rule 1.15(c)(ii) the following auditing standards will be acceptable in addition to those set out in the Rule: 1. the auditing standards of New Zealand; 2. the auditing standards of Singapore; 3. the auditing standards of Hong Kong; 4. the auditing standards of USA; 5. if the international listee or international exempt listee is listed on another exchange and the home exchange requires audit of financial reports using standards other than those set out above, the audit reports lodged with Sydney Stock Exchange must, at the time of lodgement with Sydney Stock Exchange, be supplemented by a report which clearly reconciles the audit statements with either the Australian Auditing Standards or the International Standards on Auditing. For the purpose of Rule 1.15(d)(ii) the following auditing standards will be acceptable in addition to those set out in the Rule: 1. the auditing standards of New Zealand; 2. the auditing standards of Singapore; 3. the auditing standards of Hong Kong; 4. the auditing standards of USA; 5. if the international listee or international exempt listee is listed on another exchange and the home exchange requires review of financial reports using 7 March December 2015 APXSydney Stock Exchange Listing Rules Procedures 1

5 standards other than those set out above, the review reports lodged with Sydney Stock Exchange must, at the time of lodgement with Sydney Stock Exchange, be supplemented by a report which clearly reconciles the review statements with either the Australian Auditing Standards or the International Standards on Auditing. 7 March December 2015 APXSydney Stock Exchange Listing Rules Procedures 2

6 2. DEFINITIONS Procedure 2.1 Expression JORC Code SPE-PRMS Sydney Stock Exchange Website T+2 Commencement Date Meaning ement_system_2007.pdf March 2016 unless otherwise notified by Sydney Stock Exchange 7 March December 2015 APXSydney Stock Exchange Listing Rules Procedures 3

7 3. SPONSORS There are no Listing Rule Procedures under this Chapter. 7 March December 2015 APXSydney Stock Exchange Listing Rules Procedures 4

8 4. ADMISSION AS A LISTEE There are no Listing Rule Procedures under this Chapter. 7 March December 2015 APXSydney Stock Exchange Listing Rules Procedures 5

9 5. QUOTATION OF SECURITIES Procedure 5.21 Time limits for application for quotation For the purpose of Rule 5.21 the listee must apply for quotation of the securities in accordance with the applicable timetable set out in Procedure March December 2015 APXSydney Stock Exchange Listing Rules Procedures 6

10 6. RIGHTS AND OBLIGATIONS ATTACHED TO SECURITIES There are no Listing Rule Procedures under this Chapter. 7 March December 2015 APXSydney Stock Exchange Listing Rules Procedures 7

11 7 CONSTITUTIONS General requirements Procedure 7.1 For the purpose of Rule 7.1, this Listing Rule Procedure sets out the matters which must be provided for in the constitution of a listee Capital structure Where there is more than one class of securities, the constitution must state the name of each class and how the various classes will rank for any distribution by way of dividend and on a return of capital Non-voting shares Where there are equity securities which do not carry voting rights, the words non-voting must appear in the designation of such securities Restricted voting shares Where there are equity securities with different voting rights, the designation of each class of securities, other than those with the most favourable voting rights, must include the words restricted voting or limited voting Preference securities Where preference securities are listed, they must carry voting rights in at least the following circumstances: (a) (b) when dividends on such securities are more than six months in arrears; and on any resolution for the winding-up of the listee Transfer and registration Transfers and other documents or instructions relating to or affecting the title to any securities must be registered without payment of any fee, unless permitted by the Listing Rules Restrictions on transfer Fully paid securities must be free from all liens and from any restriction on the right of transfer. Partly paid securities which are listed may be subject to restrictions provided that the restrictions are not such as to prevent dealings in the securities from taking place on an open and proper basis. In exceptional circumstances approved by Sydney Stock Exchange, a listee may take powers to disapprove the transfer of securities, provided that the exercise of such powers does not disturb the market. 7 March December 2015 APXSydney Stock Exchange Listing Rules Procedures 8

12 7.1.7 Joint security holders Register Where power is taken in the constitution to limit the number of security holders in a joint account, such limit must not prevent the registration of up to four persons. The closing of the register must be discretionary Definitive certificates A new certificate issued to replace one that has been worn out, lost or destroyed must be issued without charge (other than exceptional out of pocket expenses) although a listee may require an indemnity prior to the issue of a replacement certificate. Where a holder of securities has sold part of his or her holdings, he or she must be entitled to a certificate for the balance without charge Proxy forms A corporation may execute a form of proxy under the hand of a duly authorised officer Sanctions Where power is taken in the constitution to impose sanctions on a security holder who is in default in complying with a notice served under of the Act: (a) (b) sanctions may not take effect earlier than 14 days after service of the notice; for a shareholding of less than 0.25% of the relevant class, the only sanction the constitution may provide for is a prohibition against attending at meetings and voting; for a shareholding of 0.25% or more of the relevant class, the constitution may also provide: (i) (ii) for the withholding of the payment of dividends (including securities issued in lieu of dividend or distribution) on the shares concerned; and for the placing of restrictions on the transfer of the securities, provided that restrictions on transfer do not apply to a sale to a bona fide unconnected third party (such as a sale through a recognised investment exchange or an overseas exchange or by the acceptance of a takeover); and (c) any sanctions imposed upon a shareholding in these circumstances must cease to apply after a specified period of not more than seven days after the earlier of: (i) (ii) receipt by the listee of notice that the shareholding has been sold to a third party in the manner described above; and due compliance, to the satisfaction of the listee, with the notice under of the Act. 7 March December 2015 APXSydney Stock Exchange Listing Rules Procedures 9

13 Dividends Notices Any amount paid up in advance of calls on any security may entitle the holder of the share to interest but must not entitle the holder to participate in respect of that amount in any dividend. Where power is taken in the constitution to give notice by advertisement, the advertisement must be inserted in at least one national newspaper in Australia and on the listee s website Directors The constitution must prohibit a director from voting on any contract or arrangement or any other proposal in which he or she has a material personal interest in the manner contemplated by Division 2 of Part 2D.1 of the Act Casual vacancies Any person appointed by the directors to fill a casual vacancy on, or as an addition to, the board must retire from office at, or at the end of, the next following annual general meeting of the listee, and will then be eligible to stand for election Restricted securities No procedures have been prescribed at present Small holdings No procedures have been prescribed at present Companies not subject to the corporations law Where the listee is not subject to the Act, the constitution must contain the following additional provisions contained in the paragraphs relating to "Variation of Class Rights", "Redeemable Shares" and "Removal of Directors" Variation of class rights The rights attached to any class of securities in a listee whose share capital is divided into securities of different classes may only be varied if: (a) (b) the holders of three-quarters in nominal value of the issued securities of that class consent in writing to the variation; or a special resolution passed at a separate general meeting of the holders of that class sanctions the variation Redeemable shares Where power is reserved to purchase listed redeemable securities: 7 March December 2015 APXSydney Stock Exchange Listing Rules Procedures 10

14 (a) (b) unless a tender or partial offer is made to all holders of the class of securities on the same terms, purchases must be limited to a maximum price which, in the case of purchases through the market of redeemable shares must not exceed 5% above the average market value for the ten business days before the purchase; and if purchases are by tender, tenders must be available to all security holders alike. Procedure Removal of directors Fixed interest securities The listee may by ordinary resolution remove a director before the expiration of his or her term of office. For the purpose of Rule 7.5 this Listing Rule Procedure sets out the matters which must be provided for in the trust deed of a listee relating to a listed fixed interest security Purchase of fixed interest securities Where power is reserved to purchase a fixed interest security convertible into equity securities: (a) (b) unless a tender or partial offer is made to all holders of the class of securities on the same terms, purchases must be limited to a maximum price which, in the case of purchases through the market, must not exceed 5% above the average of the market value for the ten business days before the purchase is made; and if purchases are by tender, tenders must be available to all holders alike Drawings Where the outstanding amount of a fixed interest security subject to redemption by drawings is $2,000,000 or more, the lots into which the issue is to be divided under the terms of the trust deed for the purpose of a drawing, if required, may not be of more than $1,000. Where the outstanding amount is less than $2,000,000, such lots must be of not more than $ Repayment date Where a fixed interest security is repayable on a particular date the trust deed must specify the year of redemption by its inclusion in the title of the fixed interest security. Where a fixed interest security may be repaid within a fixed period the trust deed must specify that period by the inclusion in the title of the first and last years of the period, and where a fixed interest security will be irredeemable. The description of the fixed interest security must make this clear Conversion rights During the existence of conversion rights: 7 March December 2015 APXSydney Stock Exchange Listing Rules Procedures 11

15 (a) unless provision is made for appropriate adjustment of the conversion rights: (i) (ii) (iii) the listee must be precluded from effecting any reduction of capital involving repayment of capital or reduction of uncalled liability or from making any purchase of its own securities; the listee must be precluded from effecting any capitalisation of profits or reserves save in respect of securities issued in lieu of dividend; and if the listee makes or gives to its security holders any offer or right in relation to securities of the listee or any other company (other than in relation to securities, issued in lieu of dividend or distribution) then the listee must at the same time make or give to the holders of the convertible fixed interest securities the like offer or right on the appropriate basis having regard to their conversion rights; (b) (c) (d) (e) (f) (g) the creation or issue of any new class of equity security must be prohibited (unless sanctioned by a special resolution passed at a separate class meeting of the holders of the securities); in the event of voluntary liquidation (except for the purpose of reconstruction or amalgamation on terms previously approved by the trustees, or by a special resolution of the holders), the holders of the convertible fixed interest securities must, for a limited period, have rights equivalent to conversion; the listee must maintain at all times sufficient unissued capital to cover all outstanding conversion rights; where provision is made enabling the listee at its option to repay or convert the fixed interest security, if a specified proportion of the fixed interest security has been converted it must apply to the whole of the fixed interest security outstanding; all necessary allotments of securities consequent upon a conversion must be effected within a period no longer than 14 days after the last day for lodging notices of conversion; and holders of the fixed interest security must be given notice in writing of a specified period not less than four and not more than eight weeks prior to the end of each conversion period reminding them of the conversion right then arising or current and stating the applicable basis of conversion (after taking into account any required adjustments) Designation The designation of any convertible fixed interest security must include the word convertible, until the expiration of conversion rights, whereupon that word must cease thereafter to form part of the designation Meetings and voting rights 7 March December 2015 APXSydney Stock Exchange Listing Rules Procedures 12

16 For meetings and voting rights of holders of fixed interest securities: (a) (b) (c) (d) (e) notice of not less than 21 days must be given of a meeting for the purpose of passing a special resolution; a meeting of holders of the fixed interest securities must be called on a requisition in writing signed by holders of at least one-tenth of the nominal amount of the fixed interest securities for the time being outstanding; the quorum for a meeting (other than an adjourned meeting) for the purpose of passing a special resolution must be the holders of at least one-third in nominal value of the outstanding fixed interest securities; on a poll, each holder of fixed interest securities must be entitled to at least one vote in respect of each of those amounts held by him which represents the lowest denomination in which such fixed interest securities can be transferred; and a proxy need not be a holder of the fixed interest securities Transfer of registered interest bearing securities Register Transfers and other documents relating to or affecting the title to any interest bearing securities must be registered without payment of any fee, unless permitted by the Listing Rules. The closing of the register must be discretionary Replacement and balance certificates A new certificate issued to replace one that has been worn out, lost or destroyed must be issued without charge (other than exceptional out of pocket expenses) and, where a holder of securities has sold part of their holding, they must be entitled to a certificate for the balance without charge Partial repayment Security On any partial repayment of the amount due on the fixed interest security, a note of such payment must, unless a new document is issued, be enfaced on the document. Fixed interest securities which constitute an unsecured liability must be designated as unsecured Mortgage The designation in a trust deed of fixed interest securities must not include the word mortgage unless they are fully secured by a specific mortgage or charge Appointment of trustees 7 March December 2015 APXSydney Stock Exchange Listing Rules Procedures 13

17 If the office of trustee becomes vacant any new trustee must prior to appointment be approved by a special resolution of the holders of the relevant class of interest bearing securities unless such holders have a general power to remove any trustee and appoint another trustee in its place. 7 March December 2015 APXSydney Stock Exchange Listing Rules Procedures 14

18 8. RESTRICTIONS ON NEW ISSUES OF SECURITIES There are no Listing Rule Procedures under this Chapter. 7 March December 2015 APXSydney Stock Exchange Listing Rules Procedures 15

19 9. BUY BACKS AND FORFEITURE There are no Listing Rule Procedures under this Chapter. 7 March December 2015 APXSydney Stock Exchange Listing Rules Procedures 16

20 10. REORGANISATIONS There are no Listing Rule Procedures under this Chapter. 7 March December 2015 APXSydney Stock Exchange Listing Rules Procedures 17

21 11. CONTINUOUS DISCLOSURE There are no Listing Rule Procedures under this Chapter. 7 March December 2015 APXSydney Stock Exchange Listing Rules Procedures 18

22 12 OTHER CONTINUING OBLIGATIONS Procedure 12.6 Continuing obligations of an issuer of fixed interest securities For the purpose of Rule 12.6 no Listing Rule Procedures have been prescribed at present. Procedure 12.7 Continuing obligations of international exempt listees Procedure For the purpose of Rule 12.7 no Listing Rule Procedures have been prescribed at present. For the purpose of Rule the Listing Rule Procedures set out timetables for the following: (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) dividends or distributions interest payments on quoted fixed interest securities and convertible fixed interest securities call and instalments on quoted contributing securities and quoted partly paid securities conversion or expiry of convertible securities conversion or expiry of convertible fixed interest securities issues which are not pro rata pro rata bonus issues pro rata issues (non-renounceable) pro rata issues (renounceable) Accelerate entitlements officer (non-renounceable) Accelerated renounceable entitlements offer and simultaneous accelerated renounceable entitlements offer Accelerated entitlements offer (renounceable) with retail trading rights reorganisation of capital no court approval reorganisation of capital court approval 7 March December 2015 APXSydney Stock Exchange Listing Rules Procedures 19

23 (o) (p) dispatch dates equal access schemes The days indicated in the "time limits" columns reflect completion of the event in the minimum (or maximum) time limit specified for that event. For the purposes of these corporate action timetables, the following definitions are applicable: Accelerated pro rata issue Pro rata issue a pro rata issue undertaken in accordance with the timetable in paragraph , paragraph or paragraph of listing rule procedure or another timetable approved by Sydney Stock Exchange and which commences with a trading halt. an issue which has been offered to all security holders in a class on a pro-rata basis, including without limitation a rights issue. An issue is not precluded from being a pro rata issue for the purposes of the listing rules because security holders are excluded from the issue under listing rule 8.14 or are allowed to subscribe for a greater number of securities than their entitlement under listing rule 8.13(e). Note: A bonus issue is a type of pro rata issue. The terms of the securities in a class to which the offer to participate in the pro rata issue is made must entitle security holders to receive offers of securities. The terms of options usually do not permit an option holder to participate in offers of securities without having first exercised the option. Rights issue Cross-reference: listing rule the meaning in section 9A of the Act as modified by any instrument or class order. Note: ASIC Class Order [CO 08/35] modifies section 9A of the Act and provides relief from the disclosure provisions of the Act for some rights issues. An offer of securities that is a rights issue, but that is undertaken, in whole or in part, pursuant to a disclosure document and/or offer security document will fall within this definition. An offer of securities that is a rights issue under an individual instrument of relief granted by ASIC will also fall within this definition. 7 March December 2015 APXSydney Stock Exchange Listing Rules Procedures 20

24 Dividends or distributions Cross reference: Rule 15.2 (a) The following indicative timetable applies when a listee pays a dividend or distribution. The timetable does not apply to interest payments on quoted fixed interest securities and convertible fixed interest securities. (b) A record date and ex date cannot be changed (even to postpone or cancel it) any later than 12 noon Sydney time on the day before the ex date previously advised. Purpose of Amendment The Procedure, and all subsequent Procedures relating to timetables, are amended to reflect the timeframes for changes to dates required by the approved settlement facility. The APX Business Rules currently define the approved settlement facility to be ASX Settlement Pty Limited. Business day Listee Event Market Event Time limits Before day 0 Listee discloses dividend (in the case of a managed investment scheme, distribution) and record date. at least 54 business days prior to record date. If a dividend or distribution will be paid for a half year or full year, the dividend disclosure must be included in the half yearly report or preliminary final report. Notification of a bonus share plan or dividend reinvestment plan that operates on the dividend or distribution must be given at the same time as the disclosure. 0 First day of 'cum dividend (CD) trading the business day after disclosure. 2 Last day of cum 32 business days before the record date. 7 March December 2015 APXSydney Stock Exchange Listing Rules Procedures 21

25 Business day Listee Event Market Event Time limits dividend (CD) trading 3 First day of 'ex dividend (XD) trading 2 1 business days before the record date. 45 Record date to identify security holders entitled to the dividend (distribution). 56 Last date for election under a dividend or distribution plan Dividend (distribution) payment date Last day of 'ex dividend (XD) trading At least 45 business days after disclosure of record date. At least 1 business day after the record date. Any time after record date 15 Dispatch date. If a dividend or distribution plan operates, listee issues securities. No later than 10 business days after the date of payment of the dividend/distribution 7 March December 2015 APXSydney Stock Exchange Listing Rules Procedures 22

26 Interest payments on quoted fixed interest securities and convertible fixed interest securities Cross reference: Rule 15.2 (a) A listee must follow the time limits set out in this timetable when making and interest payment on quoted fixed interest securities and convertible fixed interest securities. All listees must consult with Sydney Stock Exchange prior to the disclosure of a timetable to ensure the timetable is acceptable to Sydney Stock Exchange. (b) A record date and ex date cannot be changed (even to postpone or cancel it) any later than 12 noon Sydney time on the day before the ex date previously advised. Business day Listee Event Market Event Time limits Listee announces interest rate and payment date. The fixed interest rate and payment date would ordinarily be set out in the original terms of issue 0 First day of cum interest trading 14 Last day of cum interest trading 15 First day of 'ex interest (XI) trading 167 Record date to identify security holders entitled to the interest payment Last day of 'ex interest (XI) trading 278 Date of interest payment. Last day of XI trading on Sydney Stock Exchange 15 business days before the record date. 25 business days before the record date. 12 business days before the record date. 11 business days prior to the payment date 7 March December 2015 APXSydney Stock Exchange Listing Rules Procedures 23

27 Calls and instalments on contributing securities Cross reference: Rule 12.9 (a) A listee must follow the time limits set out in this timetable when making a call or instalment on quoted contributing securities. (a)(b) A record date and ex date cannot be changed (even to postpone or cancel it) any later than 12 noon Sydney time on the day before the ex date previously advised Business day Listee Event Market Event Time limits Listee announces call date and amount Listee provides draft documents to Sydney Stock Exchange 0 The later of: The listee sending call notices to holders on whom the call is made The listee notifying Sydney Stock Exchange of extension of call date (if required) 9 Last day of trading on partly paid call unpaid shares 10 Call Due and Payable. If partly paid securities have a further amount outstanding, the market in the new partly paid securities commences on a deferred settlement call paid (CP) basis. Before day 0 At least 5 business days before the dispatch date of Call notices. Not more the 20 business days before the call due date and at least 10 business days before call due date 1 business day before call due date. If partly paid securities have become fully paid, trading in fully paid securities commences with deferred 7 March December 2015 APXSydney Stock Exchange Listing Rules Procedures 24

28 Business day Listee Event Market Event Time limits 134 Last day for listee to accept transfers of partly paid shares call unpaid. 189 Dispatch date. Last day to enter the call paid into the securities register. settlement. The market trades on a call paid (CP) basis for the day. 54 business day after last trading day on partly paid call unpaid shares. Last day for registration Listee notifies Sydney Stock Exchange of number of securities in all classes currently on issue and number of securities forfeited No later than dispatch date 1920 Normal (T+3T+2) trading begins. 213 Settlement date of onmarket call paid trades conducted on a deferred settlement basis and the first settlement of trades conducted on a T+3T+2 basis Listee notifies Sydney Stock Exchange of number of redeemed securities Business day after the dispatch date 23 Business days after T+3T+2 trading begins. By 12 noon each Monday until date of forfeited share auction (b)(c) A call notice must be sent to persons on whom a call is made or from whom an instalment is due (the "first notice"). It must include each of the following: (i) (ii) (iii) the name of the security holder. the number of securities held. the amount of the call (instalment). 7 March December 2015 APXSydney Stock Exchange Listing Rules Procedures 25

29 (iv) (v) (vi) (vii) (viii) (ix) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi) the due date for payment. the consequences of non-payment. the last date for trading partly paid call unpaid securities. the last date for the listee's registry to accept transfers of partly paid call unpaid securities. the latest available market price of the securities on which the call is being made (or instalment is due) before the date of issue of the first notice. the highest and lowest market price of the securities on which the call is being made (or instalment is due) during the 3 months immediately before the first notice is issued, and the dates of those sales. the latest available market price of the securities on which the call is being made (or instalment is due) immediately before the listee announced to Sydney Stock Exchange that it intended to make a call (or the instalment was due). the information required by (viii), (ix) and (x) in respect of all quoted securities that are (or would be if fully paid) in the same class as the securities the subject of the call, if the securities the subject of the call, were fully paid. The amount spent on exploration and administration since the date of the listee s last published audited accounts Details of the proposed use of the funds Geological data available on the exploration or mining areas and the results of any exploration activity If a program of exploration or mining activity is recommenced, the identity and qualifications of any person recommending it to the directors, how the funds will be used when it is implemented and an estimate of the funds needed to complete it Whether or not the directors will pay the call (or instalment) and the number of securities of each director on which the call will or will not be paid. (c)(d) A notice (the "second notice") must be sent to new security holders, and those security holders whose holdings have changed since the first notice was sent. It must include any changes that have occurred in the information given in the first notice because of a change in the holding A Calls and instalments on partly paid securities Cross reference: Rule 12.9 (a) A listee must follow the time limits set out in this timetable when making a call or instalment on quoted partly paid securities. (a)(b) A record date and ex date cannot be changed (even to postpone or cancel it) any later than 12 noon Sydney time on the day before the ex date previously advised. 7 March December 2015 APXSydney Stock Exchange Listing Rules Procedures 26

30 Business day Listee Event Market Event Time limits Listee announces call (instalment) date and amount and must announce the last day on which the registry will accept transfers without call money attached. Listee gives draft documents to Sydney Stock Exchange. 0 Listee sends notices to all holders on whom the call is made or from whom the instalment is due who are on the register when the call or instalment is announced ("first notice"). First day of partly paid call unpaid call due (CL) trading Before day 0 The business day after announcement At least 5 business days before sending At least 30 business days before the due date for payment 1920 Listee applies for quotation (Appendix 5-1), if the securities will become fully paid. At least 2 business days before trading on a deferred settlement basis 2021 Last day of partly paid call unpaid call due (CL) trading 10 9 business days before the due date for payment 7 March December 2015 APXSydney Stock Exchange Listing Rules Procedures 27

31 Business day Listee Event Market Event Time limits 2122 If partly paid securities have a further amount outstanding, the market in the new partly paid securities commences on a deferred settlement call paid (CP) basis. The next business day after partly paid call unpaid trading ends If partly paid securities have become fully paid, the market in partly paid securities ceases and trading in fully paid securities commences with deferred settlement. The market trades on a called paid (CP) basis for the day. 23 Last day for settlement of partly paid call unpaid trades. T+3T+2 25 Last day for lodgement with the listee for registration of partly paid without call (instalment) money attached. 26 Listee sends notices to new security holders and those holders whose holdings have changed since it sent first notices ("second notice"). 30 Call (instalment) due and payable. 35 Dispatch date. Last day to enter the call (instalment) paid on the securities into the listee's register. Sydney Stock Exchange record date Last day of trading on a deferred settlement basis Must be 5 business days before the due date for payment At least 4 business days before the due date for payment No more than 5 business days after the due date for payment 7 March December 2015 APXSydney Stock Exchange Listing Rules Procedures 28

32 Business day Listee Event Market Event Time limits 35 Listee notifies Sydney Stock Exchange of number of securities in all classes currently on issue and the number of securities forfeited 36 Normal (T+3T+2) trading begins Settlement date of onmarket call paid trades conducted on a deferred settlement basis and the first settlement of trades conducted on a T+3T+2 basis Listee notifies Sydney Stock Exchange of number of redeemed securities No later than dispatch date Business day after the dispatch date 3 2 Business days after T+3T+2 trading begins. By 12 noon each Monday until date of forfeited share auction (b)(c) A call notice must be sent to persons on whom a call is made or from whom an instalment is due (the "first notice"). It must include each of the following: (i) the name of the security holder. (ii) the number of securities held. (iii) the amount of the call (instalment). (iv) the due date for payment. (v) the consequences of non-payment. (vi) the last date for trading partly paid call unpaid securities. (vii) the last date for the listee's registry to accept transfers of partly paid call unpaid securities. (viii) the latest available market price of the securities on which the call is being made (or instalment is due) before the date of issue of the first notice. (ix) the highest and lowest market price of the securities on which the call is being made (or instalment is due) during the 3 months immediately before the first notice is issued, and the dates of those sales. (x) the latest available market price of the securities on which the call is being made (or instalment is due) immediately before the listee announced to Sydney Stock Exchange that it intended to make a call (or the instalment was due). (xi) the information required by (viii), (ix) and (x) in respect of all quoted securities that are (or would be if fully paid) in the same class as the 7 March December 2015 APXSydney Stock Exchange Listing Rules Procedures 29

33 (xii) securities the subject of the call, if the securities the subject of the call, were fully paid. Whether or not the directors will pay the call (or instalment) and the number of securities of each director on which the call will or will not be paid. (c)(d) A notice (the "second notice") must be sent to new security holders, and those security holders whose holdings have changed since the first notice was sent. It must include any changes that have occurred in the information given in the first notice because of a change in the holding. 7 March December 2015 APXSydney Stock Exchange Listing Rules Procedures 30

34 Conversion or expiry of convertible securities Cross reference: Rule 5.26 and (a) (b) A listee must follow the time limits set out in this Listing Rule Procedure in relation to any conversion date or expiry date for quoted convertible securities. The timetable and rules in this Listing Rule Procedure do not apply if either of the following applies: (i) (ii) the convertible securities automatically convert; or the date is not the final conversion date or final expiry date and the convertible securities have an exercise or conversion price that exceeds the market price of the underlying securities (i.e. not "in the money") on the 25th business day before the conversion or expiry date. Business Day Listee Event Market Event Time Limits 0 Listee sends notice to holders of convertible securities. 14 Listee applies for quotation (Appendix 5-1) Quotation of convertible securities ends at close of trading, unless there is a later maturity date. At least 20 business days before the conversion or expiry date At least 2 business days before trading on a deferred settlement basis 45 business days before the conversion or expiry date 7 March December 2015 APXSydney Stock Exchange Listing Rules Procedures 31

35 Business Day Listee Event Market Event Time Limits 1716 Quotation of the underlying securities on a deferred settlement basis, if the convertible securities are "in the money" and the conversion ratio is fixed prior to the despatch of notices to holders of convertible securities on Day 0. If the conversion ratio is not fixed prior to the despatch of notices to holders of convertible securities on Day 0, quotation of the underlying securities does not commence until the later of 4 3 business days before the conversion or expiry date - the business day after the conversion ratio is announced; or - the business day after the conversion date. 20 Conversion date or options expiry date. 35 Dispatch date. Listee issues underlying securities. Last day for the listee to issue and enter the underlying securities into the listee's register. Last day for the listee to confirm to Sydney Stock Exchange all information required by Appendix 5-1. Deferred settlement trading ends. Not more than 15 business days after the conversion or expiry date 7 March December 2015 APXSydney Stock Exchange Listing Rules Procedures 32

36 Business Day Listee Event Market Event Time Limits 35 Listee notifies Sydney Stock Exchange of number of securities in all classes currently on issue 36 Normal (T+3T+2) trading in the underlying securities begins Settlement date of on-market trades in the underlying securities conducted on a deferred settlement basis and the first settlement of trades conducted on a T+3T+2 basis No later than dispatch date Business day after the dispatch date 3 2 Business days after T+3T+2 trading begins. (c) A listee must send a notice to each holder of quoted convertible securities at least 20 business days before the conversion date or expiry date of the option. The notice must include each of the following: (i) (ii) (iii) (iv) (v) the name of the holder of the convertible securities. the number of convertible securities held, and the number of securities to be issued on their conversion. the conversion or exercise price. in the case of options, the due date for payment. in the case of options, the consequences of non-payment and, in the case of other convertible securities, the consequences of not exercising the right of conversion. (vi) the date that quotation of the convertible securities will end (which is 5 4 business days before the expiry date for options or final conversion date for other convertible securities, unless there is a later maturity date). (vii) (viii) (ix) the latest available market price of the underlying securities. the highest and lowest market price of the underlying securities during the 3 months immediately before the notice is issued, and the dates of those sales. the information required by paragraph (vi), (vii) and (viii) in respect of all quoted securities that would be, if fully paid, in the same class as the underlying securities. 7 March December 2015 APXSydney Stock Exchange Listing Rules Procedures 33

37 (x) in the case of options, the details of any underwriting agreement notified under Rule (d) Securities issued on the conversion or expiry of convertible securities may, at Sydney Stock Exchange's discretion, be traded on a deferred settlement basis. Deferred settlement trading will end on the dispatch date. The following rules apply: (i) (ii) if, before day 14, a listee announces to the Sydney Stock Exchange Announcement Office that it will issue and send certificated securities and enter uncertificated securities into uncertificated holdings on a date before the dispatch date identified in the timetable (day 35), the announced date becomes the dispatch date. If no announcement is made, the date identified in the timetable is the dispatch date. if the listee has announced to the Sydney Stock Exchange Announcement Office a dispatch date and later becomes aware that it will not be able to meet that date, the listee must immediately announce a new dispatch date. The new dispatch date cannot be later than the date identified in the timetable. 7 March December 2015 APXSydney Stock Exchange Listing Rules Procedures 34

38 Conversion or expiry of convertible fixed interest securities Cross reference: Rule 5.27 and (a) (b) A listee must follow the time limits set out in the timetable in this Listing Rule Procedure in relation to any conversion date or expiry date for quoted convertible fixed interest securities. The timetable and rules in this Listing Rule Procedure do not apply if either of the following applies: (i) (ii) the convertible fixed interest securities automatically convert; or the date is not the final conversion date or final expiry date and the convertible fixed interest securities have an exercise or conversion price that exceeds the market price of the underlying securities (i.e. not "in the money") on the 25th business day before the conversion or expiry date. Business day Listee Event Market Event Time limits 0 Listee sends notice to holders of convertible fixed interest securities 14 Listee applies for quotation (Appendix 5-1) Quotation of convertible fixed interest securities ends at close of trading, unless there is a later maturity date. At least 20 business days before the conversion or expiry date At least 2 business days before trading on a deferred settlement basis 54 business days before the conversion or expiry date 7 March December 2015 APXSydney Stock Exchange Listing Rules Procedures 35

39 Business day Listee Event Market Event Time limits 1716 Quotation of the underlying securities on a deferred settlement basis, if the convertible fixed interest securities are "in the money" and the conversion ratio is fixed prior to the despatch of notices to holders of convertible securities on Day 0. If the conversion ratio is not fixed prior to the despatch of notices to holders of convertible securities on Day 0, quotation of the underlying securities does not commence until the later of 34 business days before final conversion date - the business day after the conversion ratio is announced; or - the business day after the conversion date. 20 Final conversion date. 35 Dispatch date. listee issues underlying securities. Last day for the listee to issue and enter the underlying securities into the listee's register. Last day for the listee to confirm to Sydney Stock Exchange all information required by Appendix 5-1. Deferred settlement trading ends. Not more than 15 business days after final conversion date 7 March December 2015 APXSydney Stock Exchange Listing Rules Procedures 36

40 Business day Listee Event Market Event Time limits 35 Listee notifies Sydney Stock Exchange of number of securities in all classes currently on issue 36 Normal (T+3T+2) trading in the underlying securities begins Settlement date of on-market trades in the underlying securities conducted on a deferred settlement basis and the first settlement of trades conducted on a T+3T+2 basis No later than dispatch date The business day after the dispatch date 23 Business days after T+3T+2 trading begins. (c) A listee must send a notice to each holder of quoted convertible fixed interest securities at least 20 business days before the final conversion date of the convertible fixed interest security. The notice must include each of the following: (i) (ii) (iii) (iv) (v) the name of the holder of the convertible fixed interest security. the number of convertible fixed interest securities held, and the number of securities to be issued on their conversion. the consequences of not exercising the right of conversion. the date that quotation of the convertible fixed interest security will cease (which is 5 4 business days before the final conversion date, unless there is a later maturity date). the latest available market price of the underlying securities. (vi) the highest and lowest market price of the underlying securities during the 3 months immediately before the notice is issued, and the dates of those sales. (d) Securities issued on the conversion of convertible fixed interest securities may, at Sydney Stock Exchange's discretion, be traded on a deferred settlement basis. Deferred settlement trading will end on the dispatch date. The following rules apply: (i) if, before day 14, a listee announces to the Sydney Stock Exchange Announcement Office that it will issue and send certificated securities and enter uncertificated securities into uncertificated holdings on a date before the dispatch date identified in the timetable (day 35), the announced 7 March December 2015 APXSydney Stock Exchange Listing Rules Procedures 37

41 date becomes the dispatch date. If no announcement is made, the date identified in the timetable is the dispatch date. (ii) if the listee has announced a dispatch date and later becomes aware that it will not be able to meet that date, the listee must immediately announce a new dispatch date to the Sydney Stock Exchange Announcement Office. The new dispatch date cannot be later than the date identified in the timetable. 7 March December 2015 APXSydney Stock Exchange Listing Rules Procedures 38

42 Issues which are not pro rata Cross reference: Rule (a) (b) (c) A listee must follow the time limits set out in the timetable in this Listing Rule Procedure when making an issue to security holders which is not pro rata. A record date cannot be changed (even to postpone or cancel it) after being disclosed. Issues which are not pro-rata (for example, security purchase plans (SPPs)), are not processed as corporate actions by the approved settlement facility. Therefore, there will not be an ex date. Business day Listee Event Market Event Time limit Listee announces an issue of securities to existing security holders which is not a pro rata Before day 0 Record date to identify security holders who may participate in the issue. 0 Listee sends the document containing the offer to security holders 10 Applications open Not less than 10 business days after the listee sends the document containing the offer to security holders Acceptances close Dispatch Date Listee notifies Sydney Stock Exchange of number of securities in all classes currently on issue Listee notifies Sydney Stock Exchange of under subscriptions if the issue is not underwritten. No later than dispatch date No more than 5 business days after applications closing date 7 March December 2015 APXSydney Stock Exchange Listing Rules Procedures 39

43 Business day Listee Event Market Event Time limit Listee notifies Sydney Stock Exchange of number of securities in all classes currently on issue No more than 5 business days after applications closing date 7 March December 2015 APXSydney Stock Exchange Listing Rules Procedures 40

44 Pro Rata (Bonus issues) Cross reference: Rule (a) (b) A listee must follow the time limits set out in the timetable in this Listing Rule Procedure when making a bonus issue. All listees must consult with Sydney Stock Exchange prior to the disclosure of a timetable to ensure the timetable is acceptable to Sydney Stock Exchange. A record date and ex date cannot be changed (even to postpone or cancel it) any later than 12 noon Sydney time on the day before the ex date previously advised. (a)(c) The following indicative timetable applies when making a bonus issue. Business day Listee Event Market Event Time Limits Before Day 0 Listee discloses bonus issue and applies for quotation (Appendix 5-1) Before day 0 Business Day after disclosure First day of 'cum bonus (CB) trading 0 The latest of: listee disclosing the record date (if a security holders meeting to approve the issue is not required); listee sending security offer documents to ASIC (if required) and disclosing copies; listee confirming lodgement of a security offer documents with ASIC (if required) and disclosing copies; and security holders approval (if required). At least 5 4 business days before the record date 7 March December 2015 APXSydney Stock Exchange Listing Rules Procedures 41