Trading Policy

1. Inside Information

Inside information about the Bank's affairs or those of customers shall not be used by staff for their own gain or that of others.

Directors and employees are encouraged to be long-term holders of the Bank's shares. However, it is important that care is taken in the timing of any acquisition or disposal of shares and other financial products in the Bank. Directors and employees must avoid conduct known as 'insider trading'.

Subject to the prohibitions described below, this Policy sets out when trading in the Bank's financial products may take place. For the purposes of this Policy, "financial products" includes the Bank's shares and debt securities (whether vested or unvested in the holder), financial products issued or created over its securities by third parties, and associated products which operate to limit the economic risk of a holding in the Bank's securities.

1.1 Prohibited conduct

1.1.1 Inside Information

Directors and employees must not:

buy or sell financial products in the Bank;
procure someone else to buy or sell financial products in the Bank; or
pass on 'inside information' to a third party where that person knows, or ought reasonably to know, that the third party would be likely to buy or sell the financial products or procure someone else to buy or sell the financial products of the company,

if that director or employee possesses inside information. Inside information is information which is not generally available to the market and, if it were generally available to the market, would be likely to have a material effect on the price or value of the Bank's financial products (ie, information that is 'price sensitive').

Information is generally available where the information is:

readily observable; or
made known in a manner that would, or would be likely to, bring it to the attention of people who commonly invest in the Bank's financial products or financial products of a kind similar to the Bank's financial products, and a reasonable period has elapsed to allow the information to be disseminated; or
able to be deduced, concluded or inferred from those types of the information.

Information will have a material effect on the price or value of the Bank's financial products if a reasonable person would be taken to expect the information to, or be likely to, influence persons who commonly acquire financial products in deciding whether or not to acquire or dispose of the financial products.

1.1.2 Short term speculative gains

Directors and employees are prohibited from dealing in financial products in the Bank for short term speculative gains and therefore they cannot dispose of such financial products within six months of their acquisition (“short term speculative gains”).

1.1.3 Hedging

Notwithstanding the exception described in clause 1.5 of this Policy, directors and employees are:

prohibited from entering into any financial products which operate to limit the economic risk of an unvested holding in the Bank's securities (including limiting the economic risk of participating in unvested entitlements under equity-based remuneration schemes); and
prohibited without consent from entering into any financial products which operate to limit the economic risk of a vested holding in the Bank's securities (including limiting the economic risk of participating in unvested entitlements under equity-based remuneration schemes).

For the purposes of paragraph (b) above, the relevant consent is to be obtained from the Chairman (in the case of directors, the Bank’s Chief Executive Officer and Senior Employees), or the Company Secretary (in the case of employees who are not Senior Employees).

For the purposes of this Policy, “Senior Employees” means the Chief Executive Officer/Managing Director, employees directly reporting to the Chief Executive Officer/Managing Director and employees directly reporting to those persons.

1.2 Dealing through third parties

A director or employee of the Bank can still be guilty of insider trading in relation to the Bank's financial products even though they are not the actual person who bought or sold the financial products. The prohibition extends to:

dealings by directors and employees where they use nominees, agents or other associates, such as family members, family trusts and family companies; and
directors and employees procuring third parties to deal in the Bank's financial products, which includes inducing or encouraging those third parties to deal.

1.3 Information however obtained

It does not matter how or where the person obtains the information - it does not have to be obtained from the Bank to constitute inside information.

1.4 ASX Notification by Directors

Directors are required to notify the Chairman and the Australian Securities Exchange (ASX) of any change to their holding of relevant interests in financial products of the Bank. Whilst the Corporations Act requires Directors to notify the ASX of any changes to their holdings within 14 days, the Bank is required under the Listing Rules to notify these changes to the ASX within five business days of the change. To enable the Bank to comply with this, Directors must furnish the relevant information within five business days to the Bank's Secretary, who will facilitate the transmission of these notifications to the ASX. Notifications will also be tabled before the Board.

1.5 Employee share schemes

The insider trading prohibition does not apply to:

applications for; and
acquisitions under those applications of,

the Bank's financial products by employees of the Bank or any of its related bodies corporate made under employee share and option plans.

However, the prohibition will apply to any subsequent disposal by those employees of shares in the Bank acquired under those employee share or option plans.

1.6 Steps to take when buying or selling

1.6.1 Subject to the prohibition in clause 1.1 of this Policy against limiting the economic risk of a holding in the Bank’s securities:

provided that they do not hold inside information and are not engaging in short term speculative gains, employees (other than Senior Employees) may buy and sell the Bank's financial products without obtaining the consent of the Bank’s Secretary during each of the six weeks following half yearly and annual profit announcements or four weeks following the Bank's Annual General Meeting or the issue of a prospectus (“the trading windows”). The Bank’s Secretary’s consent is required if such trading occurs outside the trading windows (which will only be granted in cases of demonstrated hardship);
any director or Senior Employee wishing to buy or sell the Bank's financial products or exercise options over the Bank's financial products and not engaging in short term speculative gains, may only do so during the trading windows and must advise the Chairman in the case of directors or obtain the Chairman’s consent in the case of the Bank’s Chief Executive Officer and Senior employees of their intention to do so.

1.6.2 Directors and employees must not buy or sell financial products or exercise options until any advice or approval required in this Policy has been given to or by the Chairman or by the Bank's Secretary (as the case may be).

1.7 Other entities

In addition, directors must not buy or sell financial products of any other entity if inside information on such entity comes to the attention of the director by virtue of holding office as a director of the Bank.

2. Availability of this Policy

This trading policy (or a summary of its main provisions) will be made publicly available, and updated as required, by posting it on the Bank's website in a clearly marked corporate governance section.