Methven Ltd - Insider Trading Policy v12

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Insider Trading Policy 1.

Introduction Insider trading is illegal and carries heavy penalties, including imprisonment, heavy fines, management banning orders, and requirements to pay compensation. Methven has adopted this Policy as a means to reduce as much as possible the risk of insider trading by directors, senior management and employees. If the Policy applies to you, you must comply with it. Failure to comply may lead to disciplinary action and, in serious cases, dismissal. Any such disciplinary action is separate from any liability that may arise for insider trading under applicable legislation. If you do not understand any part of this Policy or how it applies to you, please contact the Group CFO for further assistance before trading in Methven Securities.

2.

Purpose This policy details Methven’s rules and requirements for trading1 in Methven Securities2. By following this policy Methven aims to reduce as much as possible the risk of insider trading by directors, senior management and employees of any company in the Methven Group (Methven Employees)

3.

Who Does the Policy Apply To? This Policy applies to all Directors, officers and employees of Methven Limited and its subsidiaries (“Methven” or “the Company”) who intend to trade in Methven’s listed securities in New Zealand.

Personnel should be aware also that the Policy will continue to apply to all Methven Employees for 6 months after their employment, contract or directorship with Methven has ended.

4.

Confidentiality As you are aware, you owe a duty of confidentiality to Methven. You must not reveal any confidential information concerning Methven to a third party (including friends and family) unless the third party is covered by express duties of confidentiality (e.g. disclosure covered by use of confidentiality agreement) or implied duties of confidentiality (e.g. disclosure to external advisers for purposes of obtaining legal advice).

Methven Limited Insider Trading Policy (V12)

5.

Fundamental Rule – Trading prohibited while holding Material Information If you hold "material information" (explained below at paragraph 7) it is illegal for you to: •

buy or sell Methven Securities;

•

advise or encourage another person to buy, sell or hold Methven Securities;

•

advise or encourage another person to advise or encourage another person to buy, sell or hold Methven Securities;

•

pass on the material information, or cause the information to be disclosed, to another person – including colleagues, family, friends and trusts or companies you control - knowing (or where you ought to know) that the other person will buy, sell or hold Methven Securities, or advise or encourage another person to buy, sell or hold Methven Securities.

It does not matter how you came to know or hold the "Material Information". If you know or hold "material information" you are an "information insider" and you must not trade Methven Securities. You must comply with this Fundamental Rule, even if you buy Methven Securities in someone else's name, for example, in the name of your spouse or partner, a dependent child, or a company or trust in which you have a material interest or where you can influence the decisions of trustees.

(Note that the restrictions in this paragraph also apply to securities of other listed companies if you hold "Material Information" about that company.)

6.

Material Information "Material Information" is information in relation to Methven: •

which is not generally available to the market; and

•

which would have a material effect on the price of Methven Securities if it was generally available to the market.

Information is "generally available to the market" if it has been released as an NZX announcement, or investors who commonly invest in Methven Securities can readily obtain the information (whether by observation, use of expertise, purchase from another person, or any other means).

Types of information which are likely to be "Material Information" could include (but are not limited to): •

financial results that have not yet been released;

•

the proposed launch of a new product;

•

entry into arrangements with a high profile licensee and/or the sale or purchase of a major asset of Methven.

If you are in any doubt as to whether you hold any "Material Information", you should consult the Group CFO.

Methven Limited Insider Trading Policy (V12)

7.

Short Term Dealing You should not engage in short-term speculative dealing. Engaging in transactions involving Methven Securities within a short term of any previous transaction or dealings will be regarded as a breach of this restriction. For the purposes of this Policy, a short term will be the period of six months or such other period as the Board may determine in any given circumstances.

8.

If in Doubt, Don’t The rules contained in this policy do not replace your legal obligations. What is and what is not in breach of the law is not always clear. Sometimes actions that you consider to be ethical actually may be insider trading or may give rise to the public drawing adverse inferences as to Methven’s conduct. If in Doubt, Don’t.

9.

Process to apply to trade in Methven Securities If you do not hold Material Information you may request approval to trade in Methven Securities by following these additional procedures:

9.1

Trading windows

Methven Employees are prohibited from trading in any Methven Securities except in: •

the period starting on the day after the annual announcement of Methven's results is made on the NZX and ending 30 November;

•

the period starting on the day after the half year announcement of Methven's results is made on the NZX and ending on 30 April; or

•

the 60 days commencing on the first trading day after the release of a prospectus for a general public offer of the same class of Methven Securities.

Methven Employees are not permitted to trade any Methven Securities during any other period unless Methven's Board provides a specific exemption to the periods in which trading is prohibited. Methven's Board will typically only consider providing a specific exemption with exceptional circumstances (such as extreme hardship). Any specific exception will not permit a Methven Employee to trade if he or she holds inside information. PLEASE REMEMBER THAT IF YOU HOLD MATERIAL INFORMATION YOU MUST NOT TRADE METHVEN SECURITIES AT ANY TIME – REGARDLESS OF THIS POLICY AND THESE PERIODS.

9.2

Requirements before trading

Before trading Methven Securities Methven Employees must, in writing: •

•

notify Methven's Group CFO of their intention to trade in securities, and seek consent to do so (using the Request for Consent to trade in Listed Securities form which is attached);

confirm that they do not hold material information; and

Methven Limited Insider Trading Policy (V12)

•

confirm that there is no known reason to prohibit trading in any Methven Securities.

9.3

Process for approval

Once Methven's Group CFO receives a Methven Employee's request to trade (in the form set out in Appendix 1), a decision will be provided to the Methven Employee within 10 business days of receiving the request. The Board may delegate responsibility for approving trades to the CEO and CFO from time to time, other than in the case of any trades involving greater than 50,000 shares and any trades by the CEO, the CEO’s direct reports or any director, which must be approved by the Board. A consent is only valid for a period of 10 trading days after notification. A consent is automatically deemed to be withdrawn if the person becomes aware of material information prior to trading. The consent may be withdrawn if it is in the best interests of the company or the employee.

9.4

Requirements after trading

All Methven Employees must advise the Group CFO promptly following completion of any trade.

10.

Disclosure of Relevant Interests by Directors and Senior Management In addition to the obligations described above, the directors and senior managers of Methven must comply with the relevant legal disclosure requirements under the Financial Markets Conduct Act 2013. Each director and senior manager must provide completed disclosure notices detailing their interests or trading to the NZX and to Methven in the form published by the NZX.

Methven Limited Insider Trading Policy (V12)

APPENDIX 1: REQUEST FOR CONSENT TO TRADE IN LISTED SECURITIES To:

The Group CFO, Methven In accordance with Methven's trading Policy, I request Methven's consent be given to the following proposed transaction to be undertaken either by me or persons associated with me, within 10 trading days of approval being given. I acknowledge Methven and its directors are not advising me or encouraging me to trade or hold securities, do not provide any securities recommendation or advice, and have not provided me with any representation that I have factored in to my trading decision for the securities, other than the information which has been made generally available to the public by Methven. Name: Name of registered holder transacting (if different): Address: Position: Description and number of securities: Type of proposed transaction: Purchase/sale/other (specify) To be transacted:

On NZX/off-market trade/other (specify)

Likely date of transaction (on or about): I declare that I do not hold information which: •

is not generally available to the market; and

•

would have a material effect on the price of Methven's listed securities if it were generally available to the market.

I know of no reason to prohibit me from trading in Methven's listed securities and certify that the details given above are complete, true and correct. …………………………………………….. Signature

…………………………………….. Date

Methven hereby consents/does not consent to the proposed transaction described above. Any consent is conditional on the proposed transaction being completed within 10 trading days of the date of this consent, and in compliance with Methven's trading Policy including the additional requirements for Methven Employees. The consent may be withdrawn by the Board (or the CFO) if it is in the best interests of the company or the employee. …………………………………………….. On behalf of Methven Methven Limited Insider Trading Policy (V12)

…………………………………….. Date

APPENDIX 2: INSIDER TRADING WINDOWS

May

Jun 30/0 6 Balance Date

Jul

Aug

Sep

Oct

TBA

Announcement Date

Trading Window

Methven Limited Insider Trading Policy (V12)

Nov 30/1 1

Dec Jan 31/12

TBA

Feb

Mar

Half Year Balance Date

Trading Window

Apr May 30/04