Grup Securities Trading Plicy
Grup Securities Trading Plicy Page 3 f 13 Table f Cntents Grup Securities Trading Plicy... 1 Grup Securities Trading Plicy... 4 1. Overview... 4 2. Plicy Statements... 4 3. Special Cnsideratins... 9 4. Exemptin Prcess... 9 5. Schedules... 9 6. Related Plicies & References... 10 Schedule 1 Black-ut Perids... 11 Black-ut Perid fr NAB Directrs and Designated NAB Emplyees... 11 Black-ut Perid fr All Other NAB Peple... 11 Schedule 2 - Terminlgy... 12 Schedule 3 Gvernance... 13 Functinal Rles & Internal Allcatin f Respnsibilities... 13
Grup Securities Trading Plicy Page 4 f 13 Grup Securities Trading Plicy 1. Overview 1.1 Purpse and Objectives This dcument sets ut the plicy f Natinal Australia Bank Limited (NAB) regarding NAB Grup directrs, fficers, emplyees and secndees / cntract-hires engaging in: (a) (b) trading in NAB Securities; r insider trading. The bjective f this Plicy is t ensure that NAB and its representatives nt nly cmply with the law, but are beynd reprach in their dealings in the Securities and Inside Infrmatin f NAB and ther entities with which NAB deals. This plicy prhibits insider trading. 1.2 Applicatin This Plicy applies t each directr, fficer, emplyee and secndee/ cntract-hire f the NAB Grup. Thrughut this dcument, the peple cvered by the Plicy are referred t cllectively as NAB Peple, r individually as a NAB Persn. It als extends t the Immediate Family Members f NAB Peple, and t cmpanies, trusts and entities cntrlled by them (see sectin 3). 1.3 Respnsibility and Accuntability Every NAB Persn has an individual respnsibility t ensure that they cmply with the law relating t insider trading and this Plicy. A breach f the law relating t insider trading can have serius cnsequences, including individual criminal and civil liability. A breach f this Plicy will be treated by NAB as serius miscnduct, and may lead t disciplinary actin, including terminatin f emplyment with NAB. Guidance n the applicatin f this Plicy can be btained frm Crprate Legal, the General Cunsel Crprate r the Cmpany Secretary. 2. Plicy Statements 2.1 Cmpliance with Law 2.1.1 General Prhibitin against Insider Trading A NAB Persn wh pssesses Inside Infrmatin in relatin t the Securities f NAB r any ther entity (including nn-nab Grup entities) must nt d any f the fllwing things: (a) (b) (c) apply fr, acquire r dispse f thse Securities r agree t d s (Trade); prcure, encurage, incite r induce any ther persn t Trade (Prcure a Trade); r directly r indirectly cmmunicate the Inside Infrmatin, r cause the Inside Infrmatin t be cmmunicated t any ther persn wh wuld be likely t Trade r Prcure a Trade. A NAB Persn cannt d any f these things either n their wn behalf r n behalf f smene else.
Grup Securities Trading Plicy Page 5 f 13 2.1.2 What is Inside Infrmatin? Inside Infrmatin is infrmatin that is: (a) (b) nt Generally Available; and if it were Generally Available, a reasnable persn wuld expect it t have a Material Effect n the price r value f the relevant Securities. Generally Available Infrmatin is Generally Available if: it cnsists f readily bservable matter; it has been made knwn in a manner likely t bring the infrmatin t the attentin f peple wh cmmnly invest in Securities f a kind whse price r value might be affected by the infrmatin, and, since it was made knwn, a reasnable perid fr it t be disseminated amng such persns has elapsed (fr example where the infrmatin has been brught t the attentin f investrs by an ASX annuncement and a perid f at least 24 hurs has elapsed since that annuncement); it is derived frm infrmatin which has been made public; r it cnsists f bservatins, deductins, cnclusins r inferences made r drawn frm ther Generally Available infrmatin. Material Effect Infrmatin is likely t have a Material Effect n the price r value f the relevant securities if the infrmatin wuld, r wuld be likely t, influence persns wh cmmnly acquire Securities in deciding whether r nt t acquire r dispse f Securities. Examples f infrmatin that might have a Material Effect n price r value include infrmatin relating t: financial perfrmance (including the reaching r failure t reach cnsensus r stated frecast earnings targets); majr acquisitin r sale f assets; actual r prpsed takever r merger; actual r prpsed change t capital structure; entering int r terminating a material cntract; r a material claim r ther unexpected liability. Mre examples f what infrmatin might be price sensitive, and therefre Inside Infrmatin are prvided in the Guidance t NAB s Disclsure Plicy. Infrmatin abut NAB r any ther entity which is nt Generally Available and might have a Material Effect n price r value is Inside Infrmatin. Nt Limited t NAB Grup Infrmatin Inside Infrmatin need nt relate t the NAB Grup. It culd be infrmatin abut a NAB Grup custmer, r ne f its suppliers, r smene with whm NAB is discussing future strategic pprtunities.
Grup Securities Trading Plicy Page 6 f 13 2.2 Trading in Securities f ther entities Inside Infrmatin is nt limited t the NAB Grup. The prhibited cnduct under the Crpratins Act includes Trading nt nly in Securities f the NAB Grup but als thse f ther entities (including NAB s custmers, cntractrs r business partners) with whm the NAB Grup may be dealing, where a NAB Persn pssesses Inside Infrmatin in relatin t anther entity. Sme examples include: anther cmpany with whm the NAB Grup is dealing may prvide Inside Infrmatin abut itself r a third party; infrmatin cncerning the NAB Grup r actins which may be taken by the NAB Grup (fr example, a planned transactin r strategic change) culd have a Material Effect n the price r value f Securities in a third party cmpany; r where the emplyee is aware that the NAB Grup is abut t sign a majr agreement with anther cmpany, the emplyee shuld nt buy Securities in either the NAB r the ther cmpany. A NAB Persn must nt Trade Securities whilst in pssessin f Inside Infrmatin in respect f thse Securities. 2.3 N Shrt-term Speculative Trading A NAB Persn must nt deal in NAB Securities fr shrt-term gain. Speculating in shrt-term fluctuatins in NAB s Securities des nt prmte sharehlder and market cnfidence in the integrity f NAB r NAB Peple. Any acquisitin f NAB Securities triggers a 30 day perid where that type f NAB Securities cannt be sld. This des nt restrict the vesting r exercise f NAB Perfrmance Rights r Perfrmance Optins and the sale f underlying NAB shares within the 30 day perid. This als des nt restrict the sale f NAB shares at the end f a restrictin perid. Hwever, it des restrict the sale f the NAB shares during a 30 day perid after NAB shares have been purchased. Fr details n the peratin f restrictin perids, perfrmance hurdles, vesting and exercise requirements, refer t the terms f issue f the relevant NAB Securities. 2.4 Black-ut Perids There are certain times during the year, given prximity t the release f NAB Grup s financial results, that n NAB Persn shuld trade in NAB Securities. These perids, called Black-ut Perids, differ depending upn the senirity and rle f a NAB persn within the rganisatin. Details f Black-ut Perids are prvided in Schedule 1. 2.4.1 Participatin in Share Plans The Black-ut Perids d nt restrict participatin in NAB share, perfrmance ptin and perfrmance rights plans but d apply in respect f any subsequent Trading f NAB Securities t which NAB Peple becme entitled under thse plans. Perfrmance ptins and perfrmance rights shuld nly be exercised utside f the Black-ut Perids. 2.4.2 Participatin in Dividend Reinvestment Plan (DRP) Befre any NAB Directr r Designated NAB Emplyee elects t participate in the DRP r varies r withdraws their participatin, they must first cmplete a Cmpliance Certificate.
Grup Securities Trading Plicy Page 7 f 13 2.4.3 Directrs Electins Directrs shuld give a standing electin with respect t the extent, if any, f their participatin in NAB s Share Purchase Plans. The electin shuld nly be given while a Directr des nt pssess any NAB Inside Infrmatin. Directrs shuld nt vary any such electin while in pssessin f NAB Inside Infrmatin. 2.5 Cmpliance Certificates Befre any NAB Directr r Designated NAB Emplyee Trades in NAB Securities, they must first cmplete a Cmpliance Certificate and submit it t their direct manager fr acknwledgment and then t the Cmpany Secretary r delegate. NAB Directrs shuld prvide the cmpleted certificate t the Chairman f the Bard r, in the case f the Chairman, t the Cmpany Secretary. NAB Directrs and Designated NAB Emplyees shuld als submit a Cmpliance Certificate if they are aware that an Immediate Family Member, r a trust r entity cntrlled by the NAB Directr r a Designated NAB Emplyee, prpses t trade in NAB Securities. They shuld take all reasnable steps t prevent the trade ccurring unless the Cmpliance Certificate has been acknwledged by NAB. The frm f Cmpliance Certificate is available frm the Frms Catalgue & Plicy Central pages n ur intranet, frm the Peple Advisry Centre, frm Cmputershare r frm Grup Gvernance. The Certificate is a cnfirmatin frm that persn that he r she des nt pssess any Inside Infrmatin. Acknwledgment f the Certificate by NAB is intended as a cmpliance mnitring functin nly, and is nt an endrsement f the prpsed transactin: individuals remain respnsible fr their wn investment decisins and their cmpliance with the law. NAB Peple are nt required t cmplete Cmpliance Certificates fr nn-nab Securities. If a Trade is t ccur, the Trade must ccur within 5 business days f NAB s acknwledgement f the Certificate. 2.5.1 Disclsure f changes in Directrs Ntifiable Interests In additin t the cmpliance certificatin requirement set ut under sectin 2.5 abve, Directrs and NAB have an bligatin at law t ntify the market f any Trading in relatin t their Ntifiable Interests in NAB. T enable NAB, as agent fr the Directr, t ntify the ASX in accrdance with ASX Listing Rule 3.19A, Directrs must ntify the Cmpany Secretary immediately f sufficient details f any Trading in relatin t their Ntifiable Interests in NAB (e.g. upn the Directr entering int an agreement t acquire NAB Securities). 2.6 Margin Lans Befre any NAB Directr r member f the Grup Executive Cmmittee: enters int a lan arrangement whereby NAB Securities are mrtgaged, prvided as security, lent, r charged t a financier (Mrtgage Lan); r agrees t prvide additinal NAB Securities as security fr an existing Mrtgage Lan, they must first cmplete a Cmpliance Certificate and submit t: if a member f Grup Executive Cmmittee, the Grup Chief Executive Officer; if the Grup Chief Executive Officer, the Chairman f the Bard; if a Directr, the Chairman f the Bard; r in the case f the Chairman, t the Cmpany Secretary.
Grup Securities Trading Plicy Page 8 f 13 In certain circumstances (set ut in the Grup Disclsure and External Cmmunicatins Plicy) NAB Directrs and the Grup Executive Cmmittee are required t infrm the Cmpany Secretary where a financier demands payment under a Mrtgage Lan and there is a risk that the demand will nt be able t be satisfied withut the dispsal f NAB Securities. That infrmatin will be subject t the internal disclsure decisin making prcess utlined in the Grup Disclsure and External Cmmunicatins Plicy. 2.7 Derivatives and Hedging 2.7.1 N Derivatives ver unvested NAB Securities NAB shares, perfrmance ptins and perfrmance rights are granted t NAB Peple as part f their remuneratin. These grants are subject t the satisfactin f varius time and/r perfrmance hurdles t ensure alignment f emplyee rewards with NAB Grup bjectives and perfrmance. The use f Derivatives ver unvested NAB Securities culd distrt the prper functining f these hurdles and reduce the intended alignment between management and sharehlder interests. It is als against the law fr members f Key Management Persnnel t enter int Hedging Arrangements in relatin t unvested elements f their remuneratin. Accrdingly, Derivatives are nt permitted t be used in relatin t any unvested NAB Securities. In additin, members f Key Management Persnnel and their Clsely Related Parties must nt use Derivatives r therwise enter int Hedging Arrangements in relatin t elements f their remuneratin that are unvested r which have vested but remain subject t frfeiture cnditins. Fr the purpses f this Plicy, NAB Securities are cnsidered vested nce the NAB-impsed time and perfrmance hurdles have been satisfied, irrespective f whether a NAB Persn has pted fr a lnger perid f restrictin in additin t the NAB-impsed time and/r perfrmance hurdles. 2.7.2 Derivatives ver vested NAB Securities If the NAB-impsed time and perfrmance hurdles applicable t NAB Securities have been satisfied in accrdance with the terms f the relevant emplyee plan, then the apprpriate use f Derivatives can encurage lnger term hlding f NAB Securities by its peple. Accrdingly, nce NAB Securities have vested (as described abve), Derivatives may be used in relatin t thse vested securities in the fllwing circumstances: t prtect the value f an asset supprting a lan taken ut fr the exercise price f ptins granted by NAB; t prtect the value f the Security where the emplyee has paid r is required t pay a tax liability at the tax cessatin time; n a case-by-case basis with apprval frm either the Chairman in relatin t Directrs r the Cmpany Secretary in relatin t the Chairman r the Grup Chief Executive r his delegate in relatin t executives and ther staff members. Further, any use f Derivatives ver vested NAB Securities must meet each f the fllwing criteria: the Derivative must have a maturity date that falls within the eight-week perid that immediately fllws the date n which either the half-year r full-year financial results are released t the ASX; and neither the NAB nr any member f the NAB Grup can be a cunterparty t the Derivative. The use f Derivatives ver vested Securities by NAB Directrs and Designated NAB Emplyees, like any ther Trading in NAB Securities, must cmply with the law and with the Cmpliance Certificate prcess described in sectin 2.5 abve.
Grup Securities Trading Plicy Page 9 f 13 2.7.3 Disclsure NAB will publicly disclse all Derivative psitins ver NAB Securities taken ut by a NAB Directr. Disclsure will be made within any relevant prescribed perid after the time f the Directr entering the transactin, and in NAB s Annual Financial Reprt fllwing the transactin. NAB will als disclse publicly all Derivative psitins ver Natinal Securities taken ut by Key Management Persnnel f NAB r the NAB Grup. These disclsures will be made irrespective f whether r nt the particular frm f Derivative technically falls within the disclsure requirements f the ASX Listing Rules r the Crpratins Act 2001 (Cth). 3. Special Cnsideratins Immediate Family and Cntrlled Entities This Plicy extends t the Immediate Family Members f NAB Peple, and t cmpanies, trusts and entities cntrlled by NAB Peple. NAB Peple must take all reasnable steps t ensure that thse peple, cmpanies, trusts and entities cmply with this Plicy. This includes taking all reasnable steps t ensure that they d nt trade during the Black-ut Perid that applies t the NAB Persn, and that they cmplete and submit Cmpliance Certificates if required fr a dealing by the NAB Persn. The requirement t submit a Cmpliance Certificate applies nly t the spuse and dependent children f NAB Persn (and nt ther Immediate Family Members), and t cmpanies and trusts and entities cntrlled by NAB Persn. 4. Exemptin Prcess In Exceptinal Circumstances, and subject always t cmpliance with the law, written exemptins frm the peratin f this Plicy may be granted by: Chairman f the Bard f Directrs f NAB; Executive Directr, Finance; Grup CEO r delegate; General Cunsel Crprate r delegate; r Cmpany Secretary r delegate. An exemptin frm the peratin f this Plicy is valid fr 5 business days frm the date it is given and is subject t bth the NAB Persn cmplying with sectin 2.5 f this Plicy and the NAB Persn s individual respnsibility t cmply with the law. An exemptin must be in writing and may be given via email. 5. Schedules Schedule 1 Black-ut Perids Schedule 2 - Terminlgy Schedule 3 Gvernance - Functinal Rles & Internal Allcatin f Respnsibilities
Grup Securities Trading Plicy Page 10 f 13 6. Related Plicies & References Grup Securities Trading Plicy Summary Securities Trading Cmpliance Certificate Directr Securities Trading Cmpliance Certificate Designated NAB Emplyee Cde(s) f Cnduct Enterprise Behaviurs Statement f Cmpliance Standards Grup Cnflicts f Interest Plicy Grup and Reginal Plicies n NAB Distributed Custmer Investment Prducts Grup Disclsure & External Cmmunicatins Plicy
Grup Securities Trading Plicy Page 11 f 13 Schedule 1 Black-ut Perids Black-ut Perid fr NAB Directrs and Designated NAB Emplyees Fr NAB Directrs and Designated NAB Emplyees (see belw), the bi-annual Black-ut Perids are: frm 12.01a.m. AEDST n March 16 t 10.00a.m AEST n the ASX trading day after the day n which NAB s half-year results are released t the ASX; and frm 12.01a.m. AEST n September 16 t 10.00a.m AEDST n the ASX trading day after the day n which NAB s full-year results are released. NAB Directrs, Designated NAB Emplyees their Immediate Family Members, and cmpanies and trusts and entities cntrlled by thse NAB Peple, must nt Trade in NAB securities during these Black-ut Perids. The Designated NAB Emplyees are: Office f the Grup Chief Executive Officer; Grup Exc Members and their direct reprts; Nn-Executive Directrs f Significant Subsidiaries; Cmpany Secretaries/General Cunsel f Significant Subsidiaries; Chief Audit Officer and direct reprts; EGM Human Capital Strategy and direct reprts; Members f the Disclsure Cmmittee; Members f Grup Capital Cmmittee; all NAB Peple emplyed r engaged in external reprting within Grup & Reginal Finance & Enterprise Risk functin; all NAB peple emplyed r engaged in capital, funding r balance sheet management within Grup Treasury; all NAB Peple emplyed r engaged in the fllwing business units: Grup Regulatry Affairs, Operatinal Risk & Cmpliance Grup Ecnmics Grup Investr Relatins Grup Cmmunicatins Grup Develpment Crprate Legal Grup Secretariat any ther NAB Persn r NAB Peple designated by the Cmpany Secretary frm time t time fr the purpses f this Plicy. It is the individual s respnsibility t cnfirm whether r nt he r she is a Designated NAB Emplyee. In additin t these Black-ut Perids, further restrictins apply t Trading in NAB Securities by NAB Directrs, Designated NAB Emplyees and the spuse and dependent children f that NAB Persn, and t cmpanies and trusts and entities cntrlled by thse NAB Peple. (see sectin 2.5). Black-ut Perid fr All Other NAB Peple Fr all ther NAB Peple, the bi-annual Black-ut Perids are: frm 12.01a.m. AEST n March 31 t 10.00a.m AEST n the ASX trading day after the day n which NAB s half-year results are released t the ASX; and frm 12.01a.m. AEDT n September 30 t 10.00a.m AEDT n the ASX trading day after the day n which NAB s full-year results are released. NAB Peple, their Immediate Family Members, and cmpanies and trusts and entities cntrlled by thse NAB Peple, must nt Trade in NAB Securities during these Black-ut Perids.
Grup Securities Trading Plicy Page 12 f 13 Schedule 2 - Terminlgy AEDT means Australian Eastern Daylight Time. AEST means Australian Eastern Standard Time. ASX means Australian Securities Exchange. Clsely Related Party has the meaning given in sectin 9 f the Crpratins Act 2001 (Cth). Derivatives has the meaning given in s761d f the Crpratins Act 2001 (Cth) and includes ptins, frward cntracts, futures, warrants, swaps, caps and cllars. Designated NAB Emplyees has the meaning given in Schedule 1. Directr means a directr f Natinal Australia Bank Limited. Exceptinal Circumstances means: (a) (b) severe financial hardship such as a pressing financial cmmitment that cannt be satisfied therwise than by selling the relevant Securities; r a curt rder, curt enfrceable undertaking, r ther legal r regulatry requirement requiring a sale f Securities. Generally Available has the meaning given in sectin 2.1.2. Hedging Arrangement is an arrangement that wuld have the effect f limiting expsure t risk and includes, but is nt limited t, arrangements referred t in Crpratins Regulatin 2D.7.01(1). Arrangements referred t in Crpratins Regulatin 2D.7.01(2) are excluded. Immediate Family Member means a family member f a NAB Persn wh may be expected t influence, r be influenced by, the NAB Persn in his r her dealings with Securities. Immediate Family Member may include: (a) (b) (c) the NAB Persn s partner and children; children f the NAB Persn s partner; and dependants f the NAB Persn r the NAB Persn s partner. Inside Infrmatin has the meaning given in sectin 2.1.2. Key Management Persnnel has the meaning given in the applicable Australian Accunting Standards. Material Effect has the meaning given in sectin 2.1.2. NAB means Natinal Australia Bank Limited. NAB Grup means NAB and its cntrlled entities. NAB Persn means each directr, fficer, emplyee and secndee / cntract-hire f NAB r f a member f NAB Grup and NAB Peple has a crrespnding meaning. Ntifiable Interest has the meaning given in rule 19.12 f the ASX Listing Rules (this definitin is equivalent t sectin 205G(1) f the Crpratins Act 2001 (cth)). Reginal means in respect f a reginal business unit f NAB Grup frm time t time (currently Australia, New Zealand (including United States f America and Asia), the United Kingdm) and includes Whlesale Banking. Securities include shares, ptins, rights, debentures, interests in a managed investment scheme, Derivatives and ther financial prducts cvered by s1042a f the Crpratins Act 2001 (Cth). Significant Subsidiary means each f the fllwing subsidiaries f NAB - Natinal Wealth Management Hldings Limited, MLC Limited, Natinal Australia Grup Eurpe Limited, Bank f New Zealand and Great Western Bank. Trade has the meaning given in sectin 2.1.1(a).
Grup Securities Trading Plicy Page 13 f 13 Schedule 3 Gvernance Functinal Rles & Internal Allcatin f Respnsibilities Functin Business Units Reginal Operatinal Risk and Cmpliance Teams Grup Gvernance Rles & Internal Allcatin f Respnsibilities Ensure all NAB peple are made aware f this Plicy Develp apprpriate cntrls t assure cmpliance Mnitr cmpliance with this Plicy Deliver apprpriate training, educatin and cmmunicatin Reprt and escalate any breaches r matters requiring disclsure Perfrm an versight functin in terms f the secnd line f assurance Prvide peratinal risk and cmpliance advice Fllw up with business areas n actins taken t cmmunicate awareness f this Plicy Review reginal insider trading plicies t ensure alignment with the requirements f this Plicy and applicable reginal bligatins Mnitr and cnduct a review f cmpliance with this Plicy Reprt and escalate any breaches. Fllw up and mnitr prgress f crrective actins and regulatry reprting bligatins Analyse events t identify trends and systemic risks Cnsider changes t plicy in line with changes in Regulatry requirements Plicy wner Plicy develpment & specialist stakehlder engagement, including legal sign-ff Cmmunicate and disseminate this Plicy fr implementatin acrss Crprate Centre and Regins Plicy maintenance and update (minimum annual review) Principal Bard Apprval f Plicy