listing rules - ssx · listing rules procedures 7 march 2016 page 3 of 114 1. interpretation rules...

Sydney Stock Exchange Limited ACN 080 399 220 Email: [email protected] www.ssx.sydney 259 George Street, Sydney NSW 2000 Tel: (61-2) 9217 2723 Fax: (61-2) 9215 2833

Australian Market Licence (Sydney Stock Exchange Limited) 2004

SYDNEY STOCK EXCHANGE

LISTING RULES

PROCEDURES

7 March 2016

SYDNEY STOCK EXCHANGE LISTING RULES PROCEDURES

7 March 2016

This document supersedes and replaces any previous issue. Any copies found to be incomplete should not be used. © Copyright Sydney Stock Exchange Ltd. All rights reserved.

No part of this publication may be reprinted, reproduced, stored in a retrieval system or transmitted, in any form or by any means, without the prior permission in writing from the owners.

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1. INTERPRETATION RULES.................................................................................................................................... 3

2. DEFINITIONS ......................................................................................................................................................... 5

3. SPONSORS ............................................................................................................................................................ 6

4. ADMISSION AS A LISTEE ..................................................................................................................................... 7

5. QUOTATION OF SECURITIES .............................................................................................................................. 8

6. RIGHTS AND OBLIGATIONS ATTACHED TO SECURITIES ............................................................................... 9

7. CONSTITUTIONS ................................................................................................................................................. 10

8. RESTRICTIONS ON NEW ISSUES OF SECURITIES ......................................................................................... 18

9. BUY BACKS AND FORFEITURE ........................................................................................................................ 19

10. REORGANISATIONS ........................................................................................................................................... 20

11. CONTINUOUS DISCLOSURE.............................................................................................................................. 21

12. OTHER CONTINUING OBLIGATIONS ................................................................................................................ 22

13. COMPLIANCE WITH AND ENFORCEMENT OF THESE RULES ...................................................................... 93

14. TRADING HALTS, SUSPENSIONS AND REMOVALS ....................................................................................... 94

15. FINANCIAL INFORMATION................................................................................................................................. 95

16. MAJOR TRANSACTIONS .................................................................................................................................... 98

17. TRANSACTIONS WITH RELATED PARTIES ..................................................................................................... 99

18. DIRECTORS ....................................................................................................................................................... 100

19. MEETINGS ......................................................................................................................................................... 101

20. TRANSFERS AND REGISTRATION ................................................................................................................. 102

21. RESTRICTED SECURITIES ............................................................................................................................... 103

22. SANCTIONS ....................................................................................................................................................... 104

23. RULE ENFORCEMENT PROCEEDINGS - SPONSORS................................................................................... 105

24. REVIEW PANEL ................................................................................................................................................. 106

25. FEES ................................................................................................................................................................... 110

26. GENERAL ........................................................................................................................................................... 111

27. OIL & GAS LISTEES .......................................................................................................................................... 112

28. MINING LISTEES ............................................................................................................................................... 113

29. SUPERVISION OF RELATED LISTEES BY ASIC ............................................................................................ 114


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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;


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;


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3. the auditing standards of Hong Kong;

4. the auditing standards of USA;


the home exchange requires review of financial reports using 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.


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2. DEFINITIONS

Procedure 2.1

Expression Meaning

JORC Code www.jorc.org

SPE-PRMS www.spe.org/industry/docs/Petroleum_Resources_Management

_System_2007.pdf

Sydney Stock Exchange

Website

www.ssx.sydney

www.portal.apx.com.au

T+2 Commencement

Date

7 March 2016 unless otherwise notified by Sydney Stock

Exchange

http://www.jorc.org/

http://www.spe.org/industry/docs/Petroleum_Resources_Management_System_2007.pdf

http://www.spe.org/industry/docs/Petroleum_Resources_Management_System_2007.pdf

http://www.portal.apx.com.au/


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3. SPONSORS

There are no Listing Rule Procedures under this Chapter.


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4. ADMISSION AS A LISTEE



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5. QUOTATION OF SECURITIES

TIME LIMITS FOR APPLICATION FOR QUOTATION

Procedure 5.21

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 12.28.


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6. RIGHTS AND OBLIGATIONS ATTACHED TO SECURITIES



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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.

7.1.1 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.

7.1.2 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.

7.1.3 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”.

7.1.4 Preference securities

Where preference securities are listed, they must carry voting rights in at least the

following circumstances:

(a) when dividends on such securities are more than six months in arrears; and

(b) on any resolution for the winding-up of the listee.

7.1.5 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.

7.1.6 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


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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.

7.1.7 Joint security holders

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.

7.1.8 Register

The closing of the register must be discretionary.

7.1.9 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.

7.1.10 Proxy forms

A corporation may execute a form of proxy under the hand of a duly authorised officer.

7.1.11 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) sanctions may not take effect earlier than 14 days after service of the notice;

(b) 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) for the withholding of the payment of dividends (including securities

issued in lieu of dividend or distribution) on the shares concerned; and

(ii) 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


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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) receipt by the listee of notice that the shareholding has been sold to a

third party in the manner described above; and

(ii) due compliance, to the satisfaction of the listee, with the notice under of

the Act.

7.1.12 Dividends

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.

7.1.13 Notices

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.

7.1.14 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.

7.1.15 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.

7.1.16 Restricted securities

No procedures have been prescribed at present.

7.1.17 Small holdings

No procedures have been prescribed at present.


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7.1.18 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".

7.1.19 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) the holders of three-quarters in nominal value of the issued securities of that

class consent in writing to the variation; or

(b) a special resolution passed at a separate general meeting of the holders of that

class sanctions the variation.

7.1.20 Redeemable shares

Where power is reserved to purchase listed redeemable securities:

(a) 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

(b) if purchases are by tender, tenders must be available to all security holders

alike.

7.1.21 Removal of directors

The listee may by ordinary resolution remove a director before the expiration of his or her

term of office.

FIXED INTEREST SECURITIES

Procedure 7.5

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.

7.5.1 Purchase of fixed interest securities

Where power is reserved to purchase a fixed interest security convertible into equity

securities:


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(a) 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

(b) if purchases are by tender, tenders must be available to all holders alike.

7.5.2 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 $100.

7.5.3 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.

7.5.4 Conversion rights

During the existence of conversion rights:

(a) unless provision is made for appropriate adjustment of the conversion rights:

(i) 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;

(ii) the listee must be precluded from effecting any capitalisation of profits or

reserves save in respect of securities issued in lieu of dividend; and

(iii) 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;


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(b) 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);

(c) 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;

(d) the listee must maintain at all times sufficient unissued capital to cover all

outstanding conversion rights;

(e) 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;

(f) 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

(g) 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).

7.5.5 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.

7.5.6 Meetings and voting rights

For meetings and voting rights of holders of fixed interest securities:

(a) notice of not less than 21 days must be given of a meeting for the purpose of

passing a special resolution;

(b) 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;


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(c) 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;

(d) 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

(e) a proxy need not be a holder of the fixed interest securities.

7.5.7 Transfer of registered interest bearing securities

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.

7.5.8 Register

The closing of the register must be discretionary.

7.5.9 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.

7.5.10 Partial repayment

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.

7.5.11 Security

Fixed interest securities which constitute an unsecured liability must be designated as

“unsecured”.

7.5.12 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.

7.5.13 Appointment of trustees

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


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securities unless such holders have a general power to remove any trustee and appoint

another trustee in its place.


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8. RESTRICTIONS ON NEW ISSUES OF SECURITIES



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9. BUY BACKS AND FORFEITURE



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10. REORGANISATIONS



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11. CONTINUOUS DISCLOSURE



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12. OTHER CONTINUING OBLIGATIONS

CONTINUING OBLIGATIONS OF AN ISSUER OF FIXED INTEREST SECURITIES

Procedure 12.6

For the purpose of Rule 12.6 no Listing Rule Procedures have been prescribed at present.

CONTINUING OBLIGATIONS OF AN ISSUER OF FIXED INTEREST SECURITIES

Procedure 12.7

For the purpose of Rule 12.7 no Listing Rule Procedures have been prescribed at present.

RECORD DATE AND TIMETABLES

Procedure 12.28

For the purpose of Rule 12.28 the Listing Rule Procedures set out timetables for the following:

(a) dividends or distributions

(b) interest payments on quoted fixed interest securities and convertible fixed interest

securities

(c) call and instalments on quoted contributing securities and quoted partly paid securities

(d) conversion or expiry of convertible securities

(e) conversion or expiry of convertible fixed interest securities

(f) issues which are not pro rata

(g) pro rata bonus issues

(h) pro rata issues (non-renounceable)

(i) pro rata issues (renounceable)

(j) Accelerate entitlements officer (non-renounceable)’

(k) Accelerated renounceable entitlements offer and simultaneous accelerated renounceable

entitlements offer

(l) Accelerated entitlements offer (renounceable) with retail trading rights

(m) reorganisation of capital – no court approval


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(n) reorganisation of capital – court approval

(o) dispatch dates

(p) 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 a pro rata issue undertaken in accordance with the timetable in paragraph

12.28.10, paragraph 12.28.11 or paragraph 12.28.12 of listing rule

procedure 12.28 or another timetable approved by Sydney Stock Exchange

and which commences with a trading halt.

Pro rata issue 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.

Cross-reference: listing rule 6.16.

Rights issue 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.


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12.28.1 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.

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.

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.

at least 4 business days

prior to record date.

0 First day of

'cum

dividend”

(CD) trading

the business day after

disclosure.

2 Last day of

“cum

dividend”

(CD) trading

2 business days before the

record date.


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Business

day

Listee Event Market

Event

Time limits

3 First day of

'ex dividend”

(XD) trading

1 business day before the

record date.

4 Record date to identify security

holders entitled to the dividend

(distribution).

at least 4 business days

after disclosure of record

date.

5 Last date for election under a

dividend or distribution plan

at least 1 business day after

the record date.

Dividend (distribution) payment

date

Last day of

'ex dividend”

(XD) trading

Any time after record date

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


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12.28.2 Interest payments on quoted fixed interest securities and convertible fixed interest securities


(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

15 business days

before the record

date.

14 Last day of “cum

interest” trading

2 business days

before the record

date.

15 First day of 'ex

interest” (XI) trading

1 business day

before the record

date.

16 Record date to identify security

holders entitled to the interest

payment

Last day of 'ex

interest” (XI) trading

11 business days

prior to the

payment date

27 Date of interest payment. Last day of XI trading

on Sydney Stock

Exchange


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12.28.3 Calls and instalments on contributing securities


(a) A listee must follow the time limits set out in this timetable when making a call or instalment

on quoted contributing 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.

Business

day


Listee announces call date and

amount

Listee provides draft documents to


Before day 0

At least 5

business days

before the

dispatch date of

Call notices.

0 The later of:

The listee sending call

notices to holders on

whom the call is made

The listee notifying


of extension of call date (if

required)

Not more the 20

business days

before the call

due date and at

least 10

business days

before call due

date

9 Last day of trading on

partly paid call unpaid

shares

1 business day

before call due

date.

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.


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Business

day


If partly paid securities

have become fully paid,

trading in fully paid

securities commences

with deferred settlement.

The market trades on a

“call paid” (CP) basis for

the day.

13 Last day for listee to accept

transfers of partly paid shares call

unpaid.

4 business day

after last trading

day on partly

paid call unpaid

shares.

18 Dispatch date. Last day to enter

the call paid into the securities

register.

Listee notifies Sydney Stock

Exchange of number of securities

in all classes currently on issue and

number of securities forfeited

Last day for

registration

No later than

dispatch date

19 Normal (T+2) trading

begins.

Business day

after the

dispatch date

21 Settlement date of on-

market “call paid” trades

conducted on a deferred

settlement basis and the

first settlement of trades

conducted on a T+2

basis

2 Business days

after T+2 trading

begins.


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Business

day



Exchange of number of redeemed

securities

By 12 noon each

Monday until

date of forfeited

share auction

(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 securities the subject of the

call, if the securities the subject of the call, were fully paid.

(xii) The amount spent on exploration and administration since the date of the listee’s

last published audited accounts


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(xiii) Details of the proposed use of the funds

(xiv) Geological data available on the exploration or mining areas and the results of any

exploration activity

(xv) 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

(xvi) 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.

(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.


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12.28.3A Calls and instalments on partly paid securities


(a) A listee must follow the time limits set out in this timetable when making a call or instalment

on quoted partly paid securities.



Business

day


Listee announces call

(instalment) date and

amount and must

announce the last day on

which the registry will

accept transfers without

call money attached.

Before day 0

Listee gives draft

documents to Sydney

Stock Exchange.

First day of partly paid call

unpaid “call due” (CL) trading

the business day

after announcement

at least 5 business

days before

sending

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").

at least 30

business days

before the due date

for payment

20 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

21 Last day of partly paid call

unpaid “call due” (CL) trading

9 business days

before the due date

for payment


7 March 2016

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Business

day


22 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.

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.

The next business

day after partly paid

call unpaid trading

ends

23 Last day for settlement of partly

paid call unpaid trades.

T+2

25 Last day for lodgement

with the listee for

registration of partly paid

without call (instalment)

money attached.


record date

Must be 5

business days

before the due date

for payment

26 Listee sends notices to

new security holders and

those holders whose

holdings have changed

since it sent first notices

("second notice").

At least 4 business

days before the

due date for

payment

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.

Last day of trading on a

deferred settlement basis

No more than 5

business days

after the due date

for payment


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Business

day


35 Listee notifies Sydney

Stock Exchange of

number of securities in all

classes currently on issue

and the number of

securities forfeited

No later than

dispatch date

36 Normal (T+2) trading begins. Business day after

the dispatch date

38 Settlement date of on-market

“call paid” trades conducted on

a deferred settlement basis and

the first settlement of trades

conducted on a T+2 basis

2 Business days

after T+2 trading

begins.

listee notifies Sydney

Stock Exchange of

number of redeemed

securities

By 12 noon each

Monday until date

of forfeited share

auction

(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.


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(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 securities the subject of the

call, if the securities the subject of the call, were fully paid.

(xii) 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.

(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.


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12.28.4 Conversion or expiry of convertible securities

Cross reference: Rule 5.26 and 12.28

(a) 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.

(b) The timetable and rules in this Listing Rule Procedure do not apply if either of the following

applies:

(i) the convertible securities automatically convert; or

(ii) 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.

At least 20

business days

before the

conversion or

expiry date

14 Listee applies for

quotation

(Appendix 5-1).

At least 2

business days

before trading

on a deferred

settlement

basis

16 Quotation of convertible securities ends at

close of trading, unless there is a later

maturity date.

4 business

days before

the conversion

or expiry date


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Business

Day


17 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

- the business day after the

conversion ratio is announced; or


conversion date.

3 business

days before

the conversion

or expiry date

20 Conversion date

or options expiry

date.


7 March 2016

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Business

Day


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

35 Listee notifies

Sydney Stock

Exchange of

number of

securities in all

classes currently

on issue

No later than

dispatch date

36 Normal (T+2) trading in the underlying

securities begins.

Business day

after the

dispatch date

38 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+2

basis

2 Business

days after T+2

trading begins.


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(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) the name of the holder of the convertible securities.

(ii) the number of convertible securities held, and the number of securities to be

issued on their conversion.

(iii) the conversion or exercise price.

(iv) in the case of options, the due date for payment.

(v) 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 business

days before the expiry date for options or final conversion date for other convertible

securities, unless there is a later maturity date).

(vii) the latest available market price of the underlying securities.

(viii) 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.

(ix) 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.

(x) in the case of options, the details of any underwriting agreement notified under

Rule12.16.

(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) 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.

(ii) 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,


7 March 2016

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the listee must immediately announce a new dispatch date. The new dispatch

date cannot be later than the date identified in the timetable.


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12.28.5 Conversion or expiry of convertible fixed interest securities

Cross reference: Rule 5.27 and 12.28

(a) 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.

(b) The timetable and rules in this Listing Rule Procedure do not apply if either of the following

applies:

(i) the convertible fixed interest securities automatically convert; or

(ii) 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


0 Listee sends

notice to holders

of convertible

fixed interest

securities

At least 20

business

days before

the conversion

or expiry date

14 Listee applies for

quotation

(Appendix 5-1).

At least 2

business

days before

trading on a

deferred

settlement

basis

16 Quotation of convertible fixed interest

securities ends at close of trading, unless

there is a later maturity date.

4 business

days before

the conversion

or expiry date


7 March 2016

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Business

day


17 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


conversion ratio is announced; or


conversion date.

3 business

days before

final

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


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Business

day


35 Listee notifies

Sydney Stock

Exchange of

number of

securities in all

classes currently

on issue

No later than

dispatch date

36 Normal (T+2) trading in the underlying

securities begins.

The business

day after the

dispatch date

38 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+2

basis

2 Business

days after T+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) the name of the holder of the convertible fixed interest security.

(ii) the number of convertible fixed interest securities held, and the number of securities

to be issued on their conversion.

(iii) the consequences of not exercising the right of conversion.

(iv) the date that quotation of the convertible fixed interest security will cease (which is 5

business days before the final conversion date, unless there is a later maturity date).

(v) 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:


7 March 2016

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(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 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.


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12.28.6 Issues which are not pro rata


(a) 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.

(b) A record date cannot be changed (even to postpone or cancel it) after being disclosed.

(c) 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

Record date to identify security

holders who may participate in

the issue.

Before day 0

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


Exchange of number of

securities in all classes currently

on issue

No later than dispatch date


Exchange of under subscriptions

if the issue is not underwritten.

No more than 5 business days

after applications closing date


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Business

day

Listee Event Market

Event

Time limit


Exchange of number of

securities in all classes currently

on issue

No more than 5 business days

after applications closing date


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12.28.7 Pro Rata (Bonus issues)



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.

(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.

(c) The following indicative timetable applies when making a bonus issue.

Business

day


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


disclosing copies; and

security holders’

approval (if required).

at least 4

business

days before

the record

date


7 March 2016

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Business

day


If option holders cannot

participate in the issue without

first exercising their options,

the listee must disclose that

fact by this date.

2 Last day of “cum bonus” CB

trading

2 business

days before

the record

date.

3 First day of 'ex bonus” (XB)

trading

First day of 'protection

unavailable” (PU) trading in

options if option holders

cannot participate in the issue

without first exercising their

options.

Quotation of the bonus

securities commences on a

deferred settlement basis.

1 business

day before the

record date.

4 Record date to identify

security holders entitled to

participate in the issue.

at least 4

business

days after day

0

14 Dispatch date

Last day for bonus securities

to be entered into the holders’

security holdings.

Last day for listee to confirm

to Sydney Stock Exchange

all information required by

Appendix 5-2.

Deferred settlement trading

ends

Last day of 'ex bonus” (XB)

trading on Sydney Stock

Exchange.

Last day of 'protection

unavailable” (PU) trading in

options if option holders

cannot participate in the issue

no more than

10 business

days after

record date


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Business

day


Last day for listee to disclose

the number of securities in all



options.

15 Normal (T+2) trading in the

bonus securities begins.

The business

day after the

dispatch date


trades in the bonus

securities conducted on a

deferred settlement basis and



2 Business

days after T+2

trading begins.

(d) A listee's 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 securities are quoted on a deferred settlement basis, a listee discloses

that it will issue and send certificated securities and enter uncertificated securities

into uncertificated holdings on a date before the dispatch date (day 14) identified in

the timetable, the disclosed date becomes the dispatch date. If no disclosure is

made, the date identified in the timetable is the dispatch date.

(ii) if the listee has disclosed a dispatch date and later becomes aware that it will not

be able to meet that date, the listee must immediately disclose a new dispatch

date. The new dispatch date cannot be later than the date identified in the

timetable.


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12.28.8 Pro rata issues (non renounceable)


(a) A listee must follow the time limits set out in this timetable when making a non-renounceable

pro rata issue (except 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.


(c) The following indicative timetable applies when making a non-renounceable pro rata issue.

Business

day


Before day

0

Listee discloses pro rata

issue and applies for

quotation of additional

securities (Appendix 5-1)

Before day 0

Business

Day after

disclosure

securities quoted on a

"cum entitlement" (CE)

basis.

0 The latest of:


record date (if a

security holders’

meeting is not

required);

listee lodging

security offer

documents with


disclosing copies;

listee confirming

lodgement of

security offer

documents with


disclosing copies;

Prior to the

commencement of

trading on Day 0 and at

least 3 business days

before the record date


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Business

day


listee lodging a notice

under section 708AA

(2) (f) of the Act (if

applicable) and

discloses a copy;

and

security holders’



participate in the issue


options, the listee must

disclose that fact by this

date.

1 Last day for listee to sends

notice to security holders

containing required

information.

Last day of “cum

entitlement” (CE)

trading

at least 2 business

days before record

date

2 Ex Date First day of 'ex

entitlement” (XE)

trading

First day of 'protection

unavailable” (PU)

trading in options if

option holders cannot


without first exercising

their options.

1 business day before

the record date.


security holders entitled

to participate in the issue.

At least 3 business

days after day 0

6 Last day for listee to sends

security offer document

(or other offer document)

no more than 3

business days after

record date


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Business

day


and serially numbered

entitlement and offer forms

to persons entitled.

Last day for listee to

disclose that the security

offer documents or offer

information have been

dispatched

Note: The security offer

documents can be sent to

security holders as early as

day 5 and no later than day 7

10 Last day to extend the

closing date for the offer.

3 business days before

the closing date of the

offer

13 Offer closes at 5 pm Last day of 'ex

entitlement” (XE)

trading


unavailable” (PU)




without first exercising

their options.

at least 7 business

days after listee

discloses that the

security offer

documents or offer


dispatched.

14 Quotation of the new

securities on a

deferred settlement

basis.

the next business day

after the offer closes.

16 Listee discloses under

subscriptions.

no more than 3

business days after the

offer closes.

18 Dispatch date.

Last day for new

entitlement securities to

be entered into the holders’

security holdings.

Deferred settlement

trading ends.

No more than 5


offer closes.


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Business

day



disclose all information

required by Appendix 5-2.

Last day for Listee to

disclose the number of

securities in all classes

currently on issue

19 Normal (T+2) trading in

the new securities

begins.

Business day after the

dispatch date


market trades in the

new entitlement

securities conducted

on a deferred

settlement basis and

the first settlement of

trades conducted on a

T+2 basis

2 business days after

T+2 trading begins.

(d) A listee’s securities may, at Sydney Stock Exchange's discretion, be traded on a deferred


rules apply:









timetable.

(e) If a listee offers a specific entitlement to security holders, the offer must be pro rata without

restriction on the number of securities to be held before entitlements accrue.


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(f) The notice to all security holders must include all of the following information:

(i) the class of securities to which the offer relates

(ii) the class of securities on issue or to be issued

(iii) the ratio in which the securities will be offered

(iv) the number of securities on issue or to be issued

(v) the issue is non-renounceable

(vi) the terms of the new securities (e.g. options – expiry date and exercise price, partly

paid securities – amounts outstanding and due dates for payment, convertible

securities – conversion price and dates for conversion)

(vii) The ranking of the new securities (do the securities rank equally in respects from the

date of the allotment with an existing class of quoted securities). If the securities

do not rank equally the following information will need to be provided:

the date from which they do rank equally

the extent to which they participate for the next dividend/distribution or interest

payment

the extent to which they do not rank equally, other than in relation to the next

dividend, distribution or interest payments

(viii) the issue price or consideration payable

(ix) the purpose of the issue (e.g., If issued as a consideration for acquisition of assets,

clearly identify those assets)

(x) the record date that determines entitlements

(xi) the ex date

(xii) the closing date for receipt of acceptances

(xiii) the date entitlement and offer forms or security offer documents will be sent to

persons entitled

(xiv) the name of countries in which the listee has security holders who will not be sent

new issue documents

(xv) a statement that copies of the disclosure and security offer documents are to be

available on the Sydney Stock Exchange website


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12.28.9 Pro rata issues (renounceable)



when making a renounceable pro rata issue. All listees must consult with Sydney Stock

Exchange prior to the disclosure of a timetable to ensure the timetable is acceptable to



(c) The following indicative timetable applies when making a renounceable pro rata issue:

Business

day


Before Day

0

Listee discloses a

renounceable pro rata issue

and applies for quotation.

(Appendix 5-1)

Before day 0

Business

Day after

disclosure

Securities quoted on

a "cum rights" (CR)

basis.

0 The latest of:


record date (if a security

holders’ meeting is not

required);

listee sends security

offer documents to


disclosing copies;

listee confirming

lodgement of security

offer documents to


disclosing copies;


under section 708AA (2)

Before the

commencement of

trading on day 0 (at

least 3 business days

before the record

date)


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Business

day


(f) of the Act (if

applicable) and discloses

a copy; and

security holders’



participate in the issue without

first exercising their options,

the listee must disclose that

fact tell the option holders by

this date.

1 Last day for listee to send

notice to security holders

containing required

information.

Last day of “cum

rights” (CR) trading

at least 2 business

days before record

date

2 Ex-Date First day of 'ex rights”

(XR) trading

First day of

'protection

unavailable” (PU)



participate in the

issue without first

exercising their

options.

Rights trading

commences

1 business day

before the record

date.


security holders entitled to

participate in the issue.

At least 3 business

days after day 0


security offer documents (or

other offer document) and

no more than 3

business days after

record date


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Business

day


either serially numbered

entitlement and offer forms or

serially numbered provisional

letters of allotment on a "nil

paid" basis to persons entitled.

Last day for listee to disclose

that the security offer

documents or offer

information has been

dispatched

Note: The security offer

documents can be sent to

security holders as early

as day 4 and no later than

day 6

8 Rights trading ends. 5 business days

before applications

closing date

9 Quotation of the new

securities

commences on a

deferred settlement

basis.

the next business day

after Rights trading

ends

10 Last day to extend the offer

closing date

3 business days

before the offer closing

date

13 Offer and renunciations close

at 5pm.

Last day of 'ex rights”

(XR) trading


unavailable” (PU)



participate in the

issue without first

exercising their

options.

at least 7 business

days after listee

discloses that

security offer

documents or offer


dispatched.

16 Last day for listee to disclose

under subscriptions if the issue

is not underwritten.

No more than 3

business days after

applications closing

date


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Business

day


18 Dispatch date.

Last day for new securities to

be entered into the holders’

security holdings.

Last day for the listee to

disclose all information

required by Appendix 5-2.

Listee discloses to Sydney

Stock Exchange the number

of securities in all classes

currently on issue

Deferred settlement

trading ends.

No more than 5

business days after


date

No later than dispatch

date


in the new securities

begins.

Business day after

the dispatch date

21 Settlement date of

on-market trades in

the new securities

conducted on a

deferred settlement

basis and the first

settlement of trades

conducted on a T+2

basis


T+2 trading begins.

(d) A listee's securities may, at Sydney Stock Exchange’s discretion, be traded on a deferred


rules apply:









7 March 2016

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timetable.

(e) If a listee offers a specific entitlement to security holders, the offer must be pro rata without

restriction on the number of securities to be held before entitlements accrue.

(f) The notice to all security holders must include all of the following information:

(i) the class of securities to which the offer relates

(ii) the class of securities on issue or to be issued

(iii) the ratio in which the securities will be offered

(iv) the number of securities on issue of to be issued

(v) the issue is renounceable

(vi) the terms of the new securities (e.g. options – expiry date and exercise price, partly

paid securities – amounts outstanding and due dates for payment, convertible

securities – conversion price and dates for conversion)

(vii) The ranking of the new securities (do the securities rank equally in respects from

the date of the allotment with an existing class of quoted securities) If the securities

do not rank equally the following information will need to be provided:

the date from which they do rank equally

the extent to which they participate for the next dividend/distribution or interest

payment

the extent to which they do not rank equally, other than in relation to the next

dividend, distribution or interest payments

(viii) the issue price or consideration payable

(ix) the purpose of the issue (e.g., If issued as a consideration for acquisition of assets,

clearly identify those assets)

(x) the record date that determines entitlements

(xi) the ex date

(xii) the date rights trading will begin (if applicable)

(xiii) the date rights trading will end (if applicable)


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(xiv) the closing date for receipt of acceptances

(i) the date entitlement and offer forms and security offer documents will be sent to

persons entitled

(xv) the name of countries in which the listee has security holders who will not be sent

new issue documents

(xvi) a statement that copies of the disclosure and security offer documents are to be

available on the Sydney Stock Exchange website


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12.28.10 Accelerated Entitlements Offer (non-renounceable)1

(a) A listee must follow the time limits set out in this timetable when making an accelerated non-

renounceable entitlement offer, or otherwise comply with a timetable approved by Sydney

Stock Exchange. 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.


(c) The following indicative timetable applies when making a non-renounceable Accelerated

Entitlements Offer.

Business

day


Before

Day 0

Listee requests trading halt before

market opens

Listee discloses Accelerated

Entitlements Offer (non-

renounceable) 2

Listee applies for quotation

(Appendix 5-1)

Before commencement

of trading on day 0

0 The latest of:

listee disclosing the record

date (if a security holders’

meeting to approve the issue

is not required);

listee sends security offer

documents to ASIC (if

required) and discloses

copies;

1 Includes offers commonly known as JUMBO offers 2 Listee must announce at this time:

the fixed issue ratio and fixed issue (i.e. subscriptions) price; and

whether or not the new securities will be entitled to any announced dividend or distribution and the ex-date for that dividend or distribution.

If the listee on day 0 is only in a position to announce an indicative issue ratio, and/or indicative issue (i.e. subscription) price, then the listee must announce the final issue ratio and/or final issue price no later the 9am on the day the trading halt is lifted and trading resumes on an ex-entitlement basis.


7 March 2016

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Business

day


listee confirming lodgement of

security offer documents by


discloses copies;

listee lodging a notice under

section 708AA (2) (f) of the

Act (if applicable) and

discloses copies; and

security holders’ approval (if

required).

Listee conducts institutional offers

on days 0 and 1

2 Last day for listee to:

disclose results from

institutional offer

disclose a copy of the

offer documentation (if

applicable)

disclose the final fixed

interest ratio and fixed

issue price (if an indicative

fixed interest ratio and

fixed issue price was

disclosed on day 0)

request trading halt to be

lifted

Record date to identify security

holders entitled to participate in the

offer

Trading halt is

lifted and

trading resumes

on an ex-

entitlement

basis

Before the

commencement of

trading following the

trading halt.


day 0.


7 March 2016

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Business

day


5 Last day for listee to send security

offer documents (or other offer

documentation) and serially

numbered entitlement and offer

forms to retail security holders.

Last day for listee to disclose that

the security offer documents or

offer information have been

dispatched.

Last day for retail offer period to

open.

No more than 3 business

days after the record

date.

Last day for listee to disclose:

The dispatch date and the

number of securities for

which quotation is sought.

A statement setting out the

issued capital following the

institutional offer

Last day for listee to disclose an

updated Appendix 5-1 (if required)

No later than 12 noon on

the day before quotation

of the securities issued

under the institutional

offer

Dispatch Date for institutional offer Quotation of

securities

under

institutional offer

Occurs on the same day

as entry into the

securities subregister.

9 Last day to extend the closing date

for retail offers

3 business days before

the retail offer closing

date

12 Retail offer closing date Not less than 7 business

days after security offer

documents are sent to

retail security holders.


7 March 2016

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Business

day


13 Last day for listee to disclose

indicative results of retail offer

(optional)

Business day after retail

offer closing date

15 Last day for listee to disclose final

results of retail offer


days after retail offer

closing date

17 Last day for listee to disclose:

the issue date and the


which quotation is

sought.

A statement setting out

the issued capital under

the retail offer

the number of securities

in all classes currently on

issue including the

distribution schedule of

the securities.

A statement including the

top 20 security holders

and the percentage held

by each security holder,

if the issued securities

form a new class.

Last day for new securities to be

entered into the holders’ security

holdings.

Last day for listee to disclose an

updated Appendix 5-1 (if required)


the business day before

quotation of the

securities issued under

the retail offer

Unless Sydney Stock

Exchange agrees

otherwise, no later than 5


close of the retail offer


7 March 2016

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Business

day


18 Quotation of

securities

under retail offer



close date and not before

updated Appendix 5-1 is

disclosed (if required)

19 Last day for holding statements to

be sent to retail security holders.



closing date.

Dispatch Date

Listees’ 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:

(a) If, before securities are quoted on a deferred settlement basis, a listee discloses that it will

enter securities into security holders’ holdings on a date before the dispatch date (day 17)

identified in the timetable, the disclosed date becomes the dispatch date. If no disclosure is


(b) If the listee has disclosed a dispatch date and later becomes aware that it will not be able to

meet that date, the listee must immediately disclose a new dispatch date. The new dispatch date

cannot be later than the date identified in the timetable.

(c) The listee must disclose by noon on the dispatch date that the entry of securities into a

subregister has occurred.

Note:

Post-disclosure transactions: For the purpose of determining security holders’ entitlements, the listee may

ignore changes in security holdings which occur after the implementation of the trading halt in its securities

(other than registrations of transactions which were effected through a market licensee’s trading platform before

the implementation of the trading halt).

Nominee holdings: Where securities are held by a nominee, the nominee is treated as a separate security

holder in respect of securities held for institutional security holders, and securities held for other security

holders, and may receive both institutional offers in respect of securities held as nominee for institutional

security holders and retail offers in respect of securities held as nominee for other security holders.

Institutional offers will be treated as being made to the nominee, even where made directly to the institutional

security holder for whom the nominee holds securities.


7 March 2016

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Reconciliation issues: Any additional securities issued to reconcile institutional security holders’

entitlements so that all eligible security holders receive their full entitlement under the pro rata issue will be

treated as part of the pro rata issue and not as a separate placement, provided that the total number of

securities issued under the pro rata issue does not exceed the total number of securities that could be issued

under a pro rata offer in the ratio of the pro rata issue.

Managed investment schemes: Where the timetable refers to securities issued under the institutional offer,

this includes for a listee that is, or includes, one or more managed investment schemes undertaking an

accelerated pro rata issue relying on ASIC Class Order 05/26, the securities issued to retail investors who

have accepted the offer by an early retail closing date. The institutional settlement date for these listees is likely

to be later that the indicative timetable set out above.


7 March 2016

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12.28.11 Accelerated Renounceable Entitlements Offer and Simultaneous Accelerated Renounceable Entitlements Offer3

(a) A listee must follow the time limits set out in this timetable when making an accelerated

renounceable entitlement offer or a simultaneous accelerated renounceable entitlement offer,

or otherwise comply with a timetable approved by Sydney Stock Exchange. 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.



(c) The following indicative timetable applies when making a renounceable Accelerated and

Simultaneous Entitlements Offer.

Business

day


Before

Day 0

Listee requests trading halt before

market opens


Entitlements Offer or

Simultaneous Entitlements offer

(renounceable)4


(Appendix 5-1)

Before the commencement

of trading on day 0

0 The latest of:

listee disclosing the record

date (if a security holders’

meeting to approve the issue

is not required);


of trading on day 0

3 Includes offers commonly known as RAPIDS, AREO and SAREO offers 4 Listee must disclose at this time:

• the fixed issue ratio and fixed issue (i.e. subscriptions) price; and • whether or not the new securities will be entitled to any announced dividend or distribution and the ex-date for that dividend or

distribution. If the listee on day 0 is only in a position to disclose an indicative issue ratio, and/or indicative issue (i.e. subscription) price, then the listee must disclose the final issue ratio and/or final issue price no later the 9am on the day the trading halt is lifted and trading resumes on an ex-entitlement basis.


7 March 2016

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Business

day




required) and disclosing

copies;

listee confirming lodgement of

security offer documents

with ASIC (if required) and

disclosing copies;

listee lodging a notice under

section 708AA (2) (f) of the

Act (if applicable) and

discloses a copy; and

security holders’ approval (if

required).

Listee conducts institutional offers,

including the institutional

component of the entitlement offer,

and bookbuild for the shortfall (if

required) on days 0 and 1.

2 Last day for listee to:


institutional offer



applicable)



issue price (if an indicative

fixed interest ratio and

fixed issue price was

disclosed on day 0)

request the trading halt to

be lifted

Trading halt is

lifted and

trading resumes

on an ex-

entitlement

basis


of trading following the

trading halt.

2 business days after day

0


7 March 2016

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Business

day


Record Date to identify security

holders entitled to participate in

the offer

5 Last day for listee to send security

offer documents (or other offer

documentation) and serially

numbered entitlement and offer

forms to retail security holders.

Last day for listee to disclose that

the security offer documents or

offer information has been

dispatched.


open.


days after the record

date.

Listee discloses:

The dispatch date and the


which quotation is

sought.



the institutional offer

Listee discloses an updated

Appendix 5-1 (if required)

1 business day before

quotation of securities

under institutional offer




under the institutional offer

Dispatch date for institutional offer Quotation of

securities

under

institutional

offer5

Occurs on the same day

as entry into the

securities subregister.

5 Based on settlement on a delivery vs payment (DVP) basis occurring the day before quotation.


7 March 2016

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Business

day


9 Last day to extend the closing date

for retail offers

3 business days before the

retail offer closing date

12 Retail offer closing date Not less than 7 business

days after security offer


retail security holders.

13 Last day for disclosure of


(optional)

15 Last day for disclosure of final




closing date

17 Last day for bookbuild for retail and

institutional offers (if required)



closing date

20 Last day for listee to disclose:

the dispatch date for retail offer

(including bookbuild

securities) and the number of

securities for which quotation

is sought.

A statement setting out the

issued capital under the retail

offer

the number of securities in all


including the distribution

schedule of the securities.

A statement including the top

20 security holders and the

percentage held by each



closing date




under the retail offer

Entry into a subregister of

securities to security

holders under retail offer

and retail and institutional

book build (if required) no

later than this day.


7 March 2016

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Business

day


security holder, if the issued

securities form a new class.

an updated Appendix 5-1 (if

required)

21 Quotation of

securities

under retail

offer and

bookbuild


days after the retail offer

closing date and not

before an updated

Appendix 5-1 is

disclosed (if required)

22 Holding statements sent to retail

security holders



closing date.

Dispatch Date




(a) If, before securities are quoted on a deferred settlement basis, a listee discloses that it will

enter securities into security holders’ holdings on a date before the dispatch date (day 20)

identified in the timetable, the disclosed date becomes the dispatch date. If no disclosure is


(b) If the listee has disclosed a dispatch date and later becomes aware that it will not be able to

meet that date, the listee must immediately disclose a new dispatch date. The new dispatch date

cannot be later than the date identified in the timetable.



Note:


ignore changes in security holdings which occur after the implementation of the trading halt in its securities (other

than registrations of transactions which were effected through a market licensee’s trading platform before the


7 March 2016

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implementation of the trading halt).



holders, and may receive both institutional offers in respect of securities held as nominee for institutional security

holders and retail offers in respect of securities held as nominee for other security holders. Institutional offers

will be treated as being made to the nominee, even where made directly to the institutional security holder for

whom the nominee holds securities.

Reconciliation issues: Any additional securities issued to reconcile institutional security holders’ entitlements

so that all eligible security holders receive their full entitlement under the pro rata issue will be treated as part of

the pro rata issue and not as a separate placement, provided that the total number of securities issued under the

pro rata issue does not exceed the total number of securities that could be issued under a pro rata offer in the

ratio of the pro rata issue.

Managed investment schemes: Where the timetable refers to securities issued under the institutional offer, this

includes for a listee that is, or includes, one or more managed investment schemes undertaking an accelerated

pro rata issue relying on ASIC Class Order 05/26, the securities issued to retail investors who have accepted the

offer by an early retail closing date. The institutional settlement date for these listees is likely to be later that the

indicative timetable set out above.


7 March 2016

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12.28.12 Accelerated Entitlements Offer (renounceable) with retail trading rights6

(a) A listee must follow the time limits set out in this timetable when making an accelerated

renounceable entitlement offer or a simultaneous accelerated renounceable entitlement offer, or

otherwise comply with a timetable approved by Sydney Stock Exchange. 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.


(c) The following indicative timetable applies when making a renounceable Accelerated

Entitlements Offer.

Business

day


Before

Day 0

Listee requests trading halt

before market opens


Entitlements Offer

(renounceable) with retail

trading rights7


(Appendix 5-1)

Before day 0

0 The latest of:


record date (if a security

holders’ meeting to

approve the issue is not

required);

6 Includes offers commonly known as PAITREO offers 7 Listee must announce at this time:

• the fixed issue ratio and fixed issue (i.e. subscriptions) price; and • whether or not the new securities will be entitled to any announced dividend or distribution and the ex-date for that dividend or distribution. If the listee on day 0 is only in a position to announce an indicative issue ratio, and/or indicative issue (i.e. subscription) price, then the listee must announce the final issue ratio and/or final issue price no later the 9am on the day the trading halt is lifted and trading resumes on an ex-entitlement basis.


7 March 2016

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Business

day





copies;

listee confirming lodgement

of security offer

documents with ASIC (if


copies;


under section 708AA (2) (f)

of the Act (if applicable) and

discloses a copy; and

security holders’ approval

(if required).

Listee conducts institutional

offers, including the institutional

component of the entitlement

offer and bookbuild for the

shortfall (if required) during days

0 and 1.

2 Last day for listee to



issue price (if an

indicative fixed interest

ratio and fixed issue

price was disclosed on

day 0)


institutional offer



applicable)

Trading halt is lifted

and trading resumes

on an ex-rights (XR)

basis

Deferred settlement

trading of retail rights

commences

First day of

'protection

unavailable” (PU)



participate in the

No later the 9am on

the day the trading

halt is lifted.


day 0


7 March 2016

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Business

day


request the trading halt

to be lifted

Record Date to identify security

holders entitled to participate in

the offer

issue without first

exercising their

options.


security offer documents with

either of the following to persons

entitled:

Personalised entitlement

forms

Serially numbered

provisional letters of the

allotment on a ‘nil basis’

Listee then discloses that this

has been completed.


open.

No more than 4

business days after

the record date.

Listee discloses:

The dispatch date and

the number of

securities for which

quotation is sought.



the institutional offer

an updated Appendix 5-

1 (if required)

No later than 12 noon

on the day before

quotation of the

securities issued


offer


7 March 2016

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Business

day


8 Rights trading ends Quotation of

securities under

institutional offer

Last day of “ex rights”

(XR) trading

Last day of

“protection

unavailable” (PU)



participate in issue

without first

exercising their

options.

Occurs on the same

day as entry into the

securities subregister

of securities under the

institutional offer and

not before the

Appendix 5-1 is

disclosed (if required).

5 business days

before applications

close date

9 Securities arising

from retail offer are

quoted on a deferred

settlement basis the

next day after rights

trading ends.

10 Last day to extend retail offer

closing date

3 business days

before retail offer

closing date

13 Retail offer closing date Not less than 7

business days after

security offer


retail security

holders.

14 Last day for disclosure of


(optional)


7 March 2016

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Business

day


16 Last day disclosure of final


No later than 3

business day after


18 Bookbuild for retail and

institutional offers (if required)

No later than 5

business days after


21 Before quotation of retail offer

securities. Last day for listee to

disclose:

the dispatch date for

the retail offer and the

number of securities

for which quotation is

sought.



the retail offer

the number of

securities in all

classes currently on

issue including the

distribution schedule of

the securities.

A statement including

the top 20 security

holders and the

percentage held by

each security holder,

if the issued securities

form a new class.

an updated Appendix

5-1 (if required)

No later than 8

business days after


No later than 12 noon

on the day before

quotation of the

securities issued


offer

Entry into a subregister

of securities to

security holders

under retail offer and

retail and institutional

book build (if required)

no later than this day.


7 March 2016

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Business

day


22 Quotation of

securities under

retail offer and

bookbuild

No later than 9

business days after

retail offer close date

and not before

updated Appendix 5-1

is disclosed (if

required)

23 Holding statements sent to retail

security holders.

No later than 10

business days after

retail offer closing date.

Dispatch Date




(a) If, before securities are quoted on a deferred settlement basis, a listee discloses that

it will enter securities into security holders’ holdings on a date before the dispatch date

(day 21) identified in the timetable, the disclosed date becomes the dispatch date. If no

disclosure is made, the date identified in the timetable is the dispatch date.

(b) If the listee has disclosed a dispatch date and later becomes aware that it will not be

able to meet that date, the listee must immediately disclose a new dispatch date. The

new dispatch date cannot be later than the date identified in the timetable.



Note:


ignore changes in security holdings which occur after the implementation of the trading halt in its securities (other

than registrations of transactions which were effected through a market licensee’s trading platform before the

implementation of the trading halt).



holders, and may receive both institutional offers in respect of securities held as nominee for institutional security


7 March 2016

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holders and retail offers in respect of securities held as nominee for other security holders. Institutional offers

will be treated as being made to the nominee, even where made directly to the institutional security holder for

whom the nominee holds securities.

Reconciliation issues: Any additional securities issued to reconcile institutional security holders’ entitlements

so that all eligible security holders receive their full entitlement under the pro rata issue will be treated as part of

the pro rata issue and not as a separate placement, provided that the total number of securities issued under the

pro rata issue does not exceed the total number of securities that could be issued under a pro rata offer in the

ratio of the pro rata issue.

Managed investment schemes: Where the timetable refers to securities issued under the institutional offer, this

includes for a listee that is, or includes, one or more managed investment schemes undertaking an accelerated

pro rata issue relying on ASIC Class Order 05/26, the securities issued to retail investors who have accepted the

offer by an early retail closing date. The institutional settlement date for these listees is likely to be later that the

indicative timetable set out above.


7 March 2016

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12.28.13 Reorganisation of capital - no court approval

Cross reference: Chapter 10


when reorganising its issued securities (including a return of capital), if the reorganisation

needs to be approved by security holders but does not need court approval. 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.


Business

day


Before

Day 0

Listee discloses

reorganisation.

Listee sends out notices for

security holders' meeting.

In the case of a

reorganisation which is a

selective reduction of

capital, listee discloses

that it has lodged the

resolution approving the

reduction with ASIC.

Before day 0

0 In the case of a

reorganisation which is not

a selective reduction of


that security holders have

approved reorganisation.

In the case of a

reorganisation which is a

selective reduction of


that it is 14 days after the

listee lodged the resolution

If the reorganisation involves a

return of capital, trading in the

reorganised securities on an

"cum return of capital" (CC)

basis starts.


7 March 2016

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Business

day


approving the reduction with

ASIC.

1 If the details of holdings

change as a result of the

reorganisation, last day for

trading in pre-reorganised

securities.

Note: Details of holdings will change

where there is a change to the

number of securities, a change to

the exercise price of options, or a

change to the par value (if any) of

securities.



reorganisation, trading in the

reorganized securities on a

“reconstructed” (RE) deferred

settlement basis starts.

If the reorganisation involves a

return of capital, trading in the

reorganised securities on an

"ex return of capital" (XC) and

“reconstructed” basis starts. If

the details of options will

change (eg as a result of the

change in the exercise price)

then the ordinary shares will

trade on an "ex return of

capital' and “reconstructed”

(RE) T+2 basis and the

options will trade on a deferred

settlement basis.

the second

business day after

security holder

approval or after

listee discloses

that it is 14 days

after the listee

lodged the

resolution with

ASIC, or a date

Sydney Stock

Exchange agrees

to.

3 If the reorganisation

involves a return of capital,

record date.

1 business day

after trading in the

reorganised

securities on a

deferred settlement


7 March 2016

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Business

day


If the details of holdings



listee to register transfers

on a pre-reorganisation

basis.

Note: In the case of certificated

holdings, this means it is the last

day for listee to accept transfers

accompanied by certificates

issued before the reorganisation.

basis or trading on

an "ex return of

capital" basis starts



reorganisation:

First day for listee to

send notice to each

security holder.

In the case of

uncertificated holdings,

first day for listee to

register securities on

a post-reorganisation

basis and first day for

issue of holding

statements.

In the case of

certificated holdings,

first day for issue of

new certificates. From

now on, the listee

rejects transfers

accompanied by a

certificate that was

issued before the

reorganisation.

2 business days


reorganised

securities on a

deferred settlement

basis starts


7 March 2016

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Business

day


Note: The notice tells the security

holder of the number of

securities held before and after

the reorganisation. In the case of

certificated holdings the notice

also states that old certificates are

no longer valid, and asks for the

return or destruction of any

certificate.



reorganisation:

Dispatch date.

Last day for securities

to be entered into the

holders' security

holdings. If securities

are certificated, last

day for the listee to

issue them and send

the certificates to the

holders.


send notice to each

security holder.

listee discloses

number of securities

in all classes currently

on issue

Deferred settlement market

ends.

6 business days


reorganised

securities on a

deferred settlement

basis starts

No later than

dispatch date


reconstructed securities

begins.

Business day

after the dispatch

date


trades in the reconstructed

securities conducted on a

2 Business days

after T+2 trading

begins.


7 March 2016

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Business

day





Return of Capital payment

date

Last day of trading on a “ex

return of capital" (XC) basis

Last day of trading on a

“reconstructed” (RE) basis

(c) A listee's securities may, at Sydney Stock Exchange's discretion, be traded on a deferred


rules apply:




the timetable, the disclosed date becomes the dispatch date. The disclosed date

must not be before day 3. If no disclosure is made, the date identified in the

timetable is the dispatch date.




timetable.


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12.28.14 Reorganisation of capital - court approval


(a) A listee must follow the time limits set out in the timetable in this Listing Rule Procedure when

reorganising its issued securities, if the reorganisation needs to be approved by security

holders and needs court approval. This timetable also applies to a return of capital if the return

is made with a reorganisation that requires court approval. All listees must consult with Sydney

Stock Exchange prior to the disclosure of a timetable to ensure the timetable is acceptable to



Business day Listee Event Market Event Time limits

Before Day 0 Listee discloses

reorganisation.

Between the initial disclosure

of the reorganisation and the

required lodgement of court

approval with ASIC, the listee

must:

send out notices for

security holders'

meeting.

disclose security

holders' decision;

disclose the court

approval of the

reorganisation; and

disclose the date on

which is will lodge

the court approval

with ASIC.

Before day 0

Business day

after listee

discloses

security

If the reorganisation

involves a return of

capital trading in the

reorganised


7 March 2016

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holders'

approve the

reorganisation.

securities on an "cum

return of capital" (CC)

basis starts.

0 Listee lodges the court order

with ASIC makes disclosure.



capital , last day of

trading on a "cum

return of capital" (CC)

basis

If the details of

holdings change as a

result of the

reorganisation, last

day for trading in pre-

reorganisation

securities.

Note: Details of holdings

will change where there is

a change to the number of

securities, a change to the

exercise price of options, or

a change to the par value

(if any) of securities.

1 If the details of

holdings change as a

result of the

reorganisation, trading

in the reorganised

securities on a

“reconstructed” (RE)

deferred settlement

basis starts.



capital trading in the

reorganised

securities on an "ex

return of capital" (XC)

The next

business day

after advice that

the court order

confirming the

reorganisation has

been lodged with

ASIC or a date

Sydney Stock

Exchange agrees

to


7 March 2016

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and reconstructed

basis starts.

If the details of options

will change (e.g. as a

result of the change in

the exercise price) the

ordinary shares will

trade on an "ex return

of capital" (XC) and

reconstructed (RE)

T+3 basis and the

options will trade on a

deferred settlement

basis.

2 If the reorganisation involves

a return of capital, record

date.

If the details of holdings



listee to register transfers on

a pre-reorganisation basis.

Note: In the case of certificated

holdings, this means it is the last day

for listee to accept transfers

accompanied by certificates issued

before the reorganisation.

1 business day


reorganised

securities on a

deferred

settlement basis or

trading on an "ex

return of capital"

basis starts



reorganisation:

First day for listee to

send notice to each

security holder.

In the case of

uncertificated holdings,

first day for listee to

2 business days


reorganized

securities on a

deferred

settlement basis

starts


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register securities on a

post-reorganisation

basis and first day for

issue of holding

statements.

In the case of

certificated holdings, first

day for issue of new

certificates. From now

on, the listee rejects

transfers accompanied

by a certificate that was

issued before the

reorganisation.

Note: The notice tells the security

holder of the number of securities

held before and after the

reorganisation. In the case of

certificated holdings the notice also

states that old certificates are no

longer valid, and asks for the return

or destruction of any certificate.



reorganisation:

Dispatch date.

Last day for securities

to be entered into the

holders' security

holdings. If securities

are certificated, last day

for the listee to issue

them and send

certificates to holders.




currently on issue.

Deferred settlement

market ends.

6 business days


reorganised

securities on a

deferred

settlement basis

starts


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in the reconstructed

securities begins.

1 business day

after the dispatch

date


market trades in the

reconstructed

securities conducted

on a deferred

settlement basis and

the first settlement of


T+2 basis

2 business days

after T+2 trading

begins.

Return of Capital payment

date

Last day of trading on

an "ex return of

capital" (XC) basis

Last day of trading on

a “reconstructed” (RE)

basis

(c) A listee's 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:




the timetable, the disclosed date becomes the dispatch date. The disclosed date

must not be before day 3. If no disclosure is made, the date identified in the

timetable is the dispatch date.




timetable.


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12.28.15 Dispatch dates

(a) A listee must follow this timetable for an issue of securities unless:

(i) the securities will not be quoted;

(ii) a dispatch date is specified in another timetable in these Listing Rule Procedures;

or

(iii) Sydney Stock Exchange specifies a different time limit.

Business

day

Listee Event Market Event Time limit

0 Final applications closing

date.

15 Dispatch date.

If securities are

certificated, last day for the

listee to issue them and

send the certificates to the

holders.

If the securities are

uncertificated, last day for

them to be entered into the

holders’ security holdings.




currently on issue

Deferred settlement trading

ends.

No more than 15

business days

after final


date

No later than

dispatch date


securities begins.

1 business day

after the dispatch

date

18 Settlement of on-market



the final settlement of trades


2 business days

after T+2 trading

begins.


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(b) A listee’s securities may, at Sydney Stock Exchange's discretion, be traded on a deferred


rules apply:


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 15), the disclosed date becomes the dispatch date. If no

disclosure is made, the date identified in the timetable is the dispatch date.




timetable.


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12.28.16 Equal access schemes


A listee must follow the time limits set out in the timetable in this Listing Rule Procedure when

buying back shares under an equal access scheme. 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) The following indicative timetable applies when buying back shares under an equal access

scheme.

Business

day


Before

Day 0

Listee discloses equal

access scheme.

Before day 0

0 The latest of:


record date (if a

security holders'

meeting is not required);

listee disclosing

security holders'


At least 4 business days

before the record date

1 First day of

"cum equal

access scheme”

(CQ) trading

1 business day after listee

discloses the record date or

security holders' approval of

the equal access scheme.

2 Last day of

"cum equal

access scheme”

(CQ) trading

3 First day of "ex

equal access

scheme” (XQ)

trading

1 business day before the

record date


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Business

day



security holders who may

participate in the equal access

scheme.


after day 0

7 Listee sends serially

numbered acceptance forms

to persons entitled.


days after record date

19 Offer closes at 5 pm.

Note: If extending the date, at least 5

business days’ notice must be

given.

Last day of "ex

equal access

scheme” (XQ)

trading


after record date

24 Listee discloses the number

of securities in all classes

currently on issue


days after the offer closes


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13. COMPLIANCE WITH AND ENFORCEMENT OF THESE RULES



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14. TRADING HALTS, SUSPENSIONS AND REMOVALS



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15. FINANCIAL INFORMATION

ANNUAL REPORT AND FINANCIAL STATEMENTS

Procedure 15.3

For the purpose of Rule 15.3(b), the following is an indicative and non-exclusive list of corporate

governance matters that a listee should take into consideration when making the statement in its

annual report.

A. Management and the board

If the listee has established and disclosed policies or charter relating to the respective roles,

responsibilities, terms of office, rights, duties and entitlements of the board and that of

management personnel including the procedures for the appointment, retirement and

performance review of executive and non-executive directors and management personnel.

B. Board independence

(a) If the listee has an effective board that has the competency, knowledge, and the

ability to exercise independent judgement to review and/or challenge the

performance of management and to discharge its duties imposed by law.

(b) If the listee’s board:

(i) consists of a majority of independent directors; and

(ii) chaired by an independent director, and if not, whether a lead

independent director was appointed.

(c) If the listee has appropriate procedures for the board to have access to

independent professional advice at the listee’s expense where appropriate and if

the board conducts regular assessment to ensure that each of the independent

directors remains independent.

C. Integrity in financial reporting

(a) If the listee has a sound structure or arrangements to independently verify and

safeguard the integrity of their financial reporting. In particular, if the chief

executive office (or its equivalent) and/or the chief financial officer (or its

equivalent) declare/s to the board that the listee’s financial reports represent a

“true and fair view” of the listee's financial condition.


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(b) If there is an audit committee established, and if not, if there are due board

processes in place to consider issues that would otherwise be considered by an

audit committee;

(c) If the audit committee (if established and existing):

(i) consists of no less than 3 members;

(ii) consists of independent directors or a majority of independent directors

only;

(iii) is chaired by an independent director not chair of the board;

(iv) has at least one member with relevant qualifications or experience in

accounting and finance; and

(v) has a formal audit committee charter that stipulates its scope,

responsibilities, rights and compositions.

(d) If the listee has relevant procedures in place for:

(i) the nomination, appointment and/or removal of its external auditors, and

(ii) the reviewing of the adequacy of current external audit arrangements.

D. Disclosure to the market

(a) If the listee has written and disclosed policies or mechanisms designed to ensure

compliance with the Listing Rule disclosure requirements as well as to ensure

accountability at the individual management level for that disclosure.

(b) If the listee has in place procedures whereby the board or individual

management personnel may seek independent professional advice at the

expense of the listee in performing and discharging their duties in compliance

with the Listing Rule disclosure requirements.

E. Remuneration

(a) If the listee has in place disclosed remuneration policies and mechanisms in

order to motivate executive officers to pursue the long term growth and success

of the listee. In particularly, if the listee has written disclosed remuneration

policies that:

(i) stipulate a linear and direct relationship between the listee’s

performance and the remuneration of the executives;


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(ii) distinguish the structure of remuneration of executive directors to that of

non-executive directors; and

(iii) ensure that no executive director may be directly involved in deciding

their own remuneration.

(b) If the listee has an existing remuneration committee established, and where not,

if the listee’s board has due processes in place which address the issues that

would otherwise be addressed by a remuneration committee.

F. Risk management

(a) If the listee has appropriate risk oversight and internal control arrangements in

place for identifying and managing risks and if such arrangements take into

consideration of the listee’s legal obligations and the reasonable expectations of

its stakeholders.

(b) For managed investment schemes, where required by law, whether a compliance

committee was duly established and functioning.

(c) If the chief executive officer (or its equivalent) and/or the chief financial officer (or

its equivalent) certify/ies to the board that the statement given for the Principle in

Procedure 15.3.6(a) is based upon a sound system of risk management and

control and that the listee’s risk management and internal compliance system is

sound and adequate in all material aspects.

G. Ethical conduct

If the listee has written and disclosed policies or a code of conduct on the establishment

and implementation of appropriate ethical standards and behaviours of the board, directors,

senior management personnel as well as all employees on appropriate practices directed

to maintaining confidence in the listee’s corporate integrity and taking into account of the

listee’s legal obligations and the reasonable expectations of the listee’s stakeholders.

H. Rights of stakeholders

If the listee has written and disclosed communication policies directed to promote

shareholders’ participation at general meetings. In particular, if the listee has a website that

enables it to communicate to its shareholders via mass electronic means, and if not, whether

alternative means were available to enable it to communicate to its shareholders.

For the purpose of Rule 15.3(c) no additional materials have been prescribed.


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16. MAJOR TRANSACTIONS

For the purpose of Rule 16.2, no Listing Rule Procedures have been prescribed.


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17. TRANSACTIONS WITH RELATED PARTIES



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18. DIRECTORS



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19. MEETINGS



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20. TRANSFERS AND REGISTRATION

COMPLIANCE WITH PROCEDURES

Procedure 20.28

For the purpose of Rule 20.28, no Listing Rule Procedures have been prescribed.


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21. RESTRICTED SECURITIES



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22. SANCTIONS

SANCTIONS

Procedure 22.1(f)

For the purpose of Rule 22.1(f), the maximum fine amount of the fine that may be imposed is

$25,000.


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23. RULE ENFORCEMENT PROCEEDINGS - SPONSORS

PENALTIES AND SANCTIONS

Procedure 23.6(b)

For the purpose of Rule 23.6(b),the maximum fine is $50,000 for each breach of the Rules.

Procedure 23.6(g)

For the purpose of Rule 23.6(g) no Listing Rule Procedures have been prescribed.


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24. REVIEW PANEL

MATTERS THAT MAY BE REVIEWED

Procedure 24.2

For the purpose of Rule 24.2,the period after Sydney Stock Exchange notifies the listee or sponsor

of the relevant decision, or determination or penalty or sanction imposed by Sydney Stock

Exchange within which a listee or sponsor may request that a decision or determination on penalty

or sanction under any of the following Rules be reviewed by a Review Panel is set out next to the

relevant Rule below:

(a) Rule 22.4 (listees) - 5 business days;

(b) Rule 23.11 (sponsors) - 5 business days;

If a sponsor or listee requests an Sydney Stock Exchange enforcement determination or an Sydney

Stock Exchange decision be reviewed by a Review Panel, a written notice must be addressed to the

following address unless otherwise specified in correspondence to the sponsor or listee:

The Chairperson

Sydney Stock Exchange Review Panel,

Sydney Stock Exchange Limited

Central Square

Level 16, 323 Castlereagh Street,

Sydney NSW 2000

Email: [email protected]

Fax: 02 9215 2833

All other relevant correspondences should also be directed to the above address.

Notice or correspondence delivered by means below is taken to be given at the time set out in the

table below:

Means of Delivery Time taken to be given

Post On the second business day after the document is put in the

post in a stamped envelope or other covering addressed to

the address referred to in Procedure 24.5.

Person or Courier At the time of delivery to the address referred to in

Procedure 24.5.

mailto:[email protected]


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Means of Delivery Time taken to be given

Facsimile When the sender’s facsimile machine indicates a successful

transmission to the facsimile number referred to in

Procedure 24.5.

Email When the recipient’s information system indicates the

receipt of the email to the address referred to in Procedure

24.5.

For the purpose of Rule 24.2 the request for review by Review Panel made by the sponsor or listee

shall include, but is not limited to, the following information:

(i) The identity of the party who made the request for the relevant review;

(ii) The subject matter of the decision requested to be reviewed;

(iii) The arguments the party relies upon as a submission to the Review Panel; and

(iv) Any relevant supporting materials.

Procedure 24.5

For the purpose of Rule 24.5, no Listing Rule Procedures have been prescribed at present.

CONDUCT OF REVIEW PANEL PROCEEDINGS

Procedure 24.7

For the purpose of Rule 24.7, the following applies:

Composition of a Review Panel

(a) A Review Panel must comprise the following members:

(i) a chairperson appointed by Sydney Stock Exchange; and

(ii) two other members, one of whom may be an agent or employee of Sydney Stock

Exchange.

(b) The chairperson appointed under Procedure 24.7(a), must be either:

(i) a retired judge; or

(ii) a person who has been admitted to practice as a barrister or a solicitor of a State or

Territory of Australia or of the High Court of Australia.


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(c) When appointing the chairperson and members of a Review Panel, Sydney Stock

Exchange must have regard to the nature of the Sydney Stock Exchange enforcement

determination or Sydney Stock Exchange decision in question, relevant financial markets

and industry experience, knowledge and expertise, or such other qualifications Sydney

Stock Exchange considers relevant to that appointment.

(d) A person who participated in the making of the Sydney Stock Exchange enforcement

determination or Sydney Stock Exchange decision the subject of the review must not be

a member of a Review Panel constituted to conduct the review.

(e) Unless otherwise determined by the Review Panel, the unsuccessful party to a review must

pay the reasonable costs of the successful party. If the successful appellant is Sydney

Stock Exchange, the Review Panel may, in its discretion, determine that the respondent

must pay some or all of the reasonable costs of Sydney Stock Exchange with respect to

the investigation and initial hearing of the proceedings the subject of the review.

Review Panel proceedings

(a) The proceedings of a Review Panel must be conducted in accordance with the following:

(i) the Review Panel will give at least [10] business days notice to Sydney Stock

Exchange and the listee or sponsor of the nominated date, time and place for the

hearing. The Review Panel may adjourn and re-convene the hearing as it

considers necessary;

(ii) the proceedings must be held in private, except that the Review Panel must permit

at least 2 duly appointed representatives of each party to be present and make

submissions;

(iii) the parties to the proceeding and Sydney Stock Exchange may appear in person

and make submissions and are entitled to be represented by:

A. an employee or officer of the person;

B. a barrister or solicitor of the Supreme Court of a State or Territory of

Australia or of the High Court of Australia; or

C. any other person approved by the Review Panel;

(iv) if a party to the proceeding or Sydney Stock Exchange, does not wish to appear in

person or be represented before the Review Panel, that party or Sydney Stock

Exchange may, not less than [10] business days before the date of the hearing,

lodge with the Review Panel a written submission for consideration by the Review

Panel;


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(v) the proceedings must be conducted with as little formality and technicality and with

as much expedition as a proper consideration of the matters before a Review Panel

permits. Subject to this Procedure 24.7 a Review Panel may conduct proceedings

as it thinks fit; and

(vi) the decision of a Review Panel will be determined according to a simple majority of

votes of the Review Panel members. Each member (including the chairperson),

has and must exercise, a deliberative vote.

Procedure 24.9

No Listing Rule Procedures have been prescribed at present.

Procedure 24.10

No Listing Rule Procedures have been prescribed at present.

Procedure 24.11

For the purpose of Rule 24.2, if a party to Review Panel proceedings considers an oral hearing necessary

to establish all of the relevant facts , the request for review by the Review Panel it lodged with Sydney

Stock Exchange under Procedure 24.2 must include the request for an oral hearing.

For the purpose of Rule 24.6, if Sydney Stock Exchange considers it necessary to hold an oral hearing

to prove the alleged breach or all of the relevant facts, , Sydney Stock Exchange must serve notice in

writing to the Review Panel at the time of referring the alleged breach to the Review Panel. Sydney

Stock Exchange must provide a copy of the notice requesting an oral hearing to the listee or sponsor.

DETERMINATIONS OF A REVIEW PANEL

Procedure 24.18(c)

For the purpose of Rule 24.18(c), the sponsor or listee must, within 15 business days after the sponsor or listee is served

with the notice of the decision made by the Review Panel, lodge a written request for review of the relevant decision by a

Review Panel which consists of different members.


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25. FEES



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26. GENERAL

WAIVERS

Procedure 26.10

For the purpose of Rule 26.10, Sydney Stock Exchange will publish on the Sydney Stock Exchange

website the following details of all waivers granted:

(a) applicant, listee or sponsor or other person’s name;

(b) rule number;

(c) date;

(d) decision; and

(e) reason for the decision.

Publication will occur on the 20th of the month after the month in which the later of the following occur:

(a) the date the waiver was granted; or

(b) the date on which all conditions precedent to the waiver were satisfied.


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27. OIL & GAS LISTEES



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28. MINING LISTEES

REQUIREMENTS FOR ALL DISCLOSURES

Procedure 28.1

For the purpose of Rule 28.1, until further notice Sydney Stock Exchange directs all listees that it will

only accept reporting pursuant to the Reporting Standard. That is Rule 28.1 will be interpreted to read

as follows:

28.1 A disclosure by a listee that includes a statement about exploration targets, exploration results,

mineral resources, ore reserves or production targets must be prepared in accordance with this

Chapter 28, and:

(a) if the listee’s primary listing is on Sydney Stock Exchange and the listee’s mining assets

are:

(i) not predominantly international, the Reporting Standard; or

(ii) predominantly international, the Reporting Standard; or

(b) if the listee’s secondary listing is on Sydney Stock Exchange, the Reporting Standard.

EQUIVALENT INTERNATIONAL ESTIMATES

Procedure 28.6

For the purpose of Rule 28.6 no date is currently prescribed.


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29. SUPERVISION OF RELATED LISTEES BY ASIC


listing rules - ssx · listing rules procedures 7 march 2016 page 3 of 114 1. interpretation rules...

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