Shareholder Communications Policy
Genea Limited (the Company) places great importance on developing strategies for communicating effectively with the Company’s shareholders and this policy summarises the methods and forums available for shareholders to enable access to information about the Company.
2. Quarterly Shareholder Updates
In May 2005, the Company approved the Genea Continuous Disclosure Policy to formally adopt an ongoing disclosure regime (although by law, the Company is not currently required to comply with ASIC or ASX disclosure requirements).
As part of the continuous disclosure regime, Shareholder Updates for quarters ending 30 September, 31 December, 31 March and 30 June are provided to shareholders within a month of quarter end. These updates provide summary financial information and discussion and analysis of those results together with an update on the outlook.
Further, in addition to the quarterly Shareholder Updates, any other material information (as determined by the Board as requiring disclosure) will be provided to shareholders on a timely basis.
3. Annual Report
The Company’s full Annual Report is provided to shareholders 21 days prior to the Annual General Meeting each year and is also lodged with ASIC.
Also, upon request by shareholders throughout the year, a soft copy of the Annual Report is available.
The Annual Report contains a summary of the Company’s highlights of the previous year, reports from the Chairman and Managing Director and the financial report for the previous financial year along with the Company’s corporate governance statement and other relevant information with respect to the Company.
4. Shareholder Meetings
The Company holds its Annual General Meeting (AGM) for shareholders in November each year. All shareholders are encouraged to attend the AGM to ensure a high level of accountability. Shareholders have the opportunity to hear directly from the Chairman and Managing Director on the Company’s financial performance and future objectives, and to ask questions on important issues. There are also normally a number of items that require formal approval by shareholders, either through ordinary or special resolutions.
Where shareholders cannot attend in person, they are encouraged to appoint a proxy, in order that they can indicate their approval, or otherwise, of any such proposed resolutions.
When required, the Company will also call Extraordinary General Meetings, in particular, when proposed changes the Company’s constitution requires the approval of shareholders through a special resolution.
For all shareholder meetings, the Company will prepare and distribute detailed and balanced explanatory notes to fully inform shareholders of any proposed resolutions or changes to the Company’s constitution they are being asked to approve.
5. Share Trading Windows
In May 2006, the Company approved the Genea Share Trading Policy to set the guidelines around directors and employees participating in the quarterly Share Trading Windows and having regard to the insider trading provisions in the Corporations Act 2001. It also set the trigger dates for the opening of the quarterly Share Trading Windows to occur 6 business days after the release of the quarterly Shareholder Updates, in order that trading occurs in a fully informed market.
During the Share Trading Window, the Company acts as an agent of the sellers and buyers, and the Company’s constitution contains detailed provisions on the process which is to be followed.
In February 2010, the Company was granted an Exemption Notice by ASIC, the Corporations (Sydney IVF Ltd) Exemption Notice 2010, which formally approved the process contained in the Company’s constitution as a ‘market’. The ‘market’ for shares in the Company is now governed by this exemption under Section 791C of the Corporations Act 2001 and the Company is not subject to all the legislative obligations that apply to operators of other licensed markets.
However, the Company must operate the ‘market’ for shares in Genea Limited in accordance with the process set out in Paragraph 8.2 of the Company’s constitution and must establish and maintain adequate arrangements to manage any conflicts of interest that arise in relation to any activities undertaken by the Company in the operation of the ‘market’ for shares in Genea Limited.
In June 2010, the board approved the Genea Conflicts of Interests Policy which outlines the arrangements in place in the Company to manage any conflicts of interest that may arise in relation to any activities undertaken by the Company in the operation of the ‘market’.
6. Requests for Documents
If any shareholder requires a copy of the Company’s constitution or any of the policies described in this Policy, requests can be made via email to firstname.lastname@example.org
APPROVED: 21 September 2010