1. OVERVIEW
1.11.1 Compliance with ASX Listing Rules
Mint Wireless Limited (Mint) is listed on the Australian Securities Exchange Limited (ASX) and must comply with the Corporations Act and the ASX Listing Rules (Listing Rules).
1.2 Continuous Disclosure of Material Information
One of the most significant obligations imposed by the Corporations Act and the Listing Rules is the continuous disclosure to the market via the ASX of material information. This is a mandatory obligation.
1.3 Purpose
The purpose of this Policy is to:
(a) ensure that all directors, employees and contractors (Employees) are aware of the continuous disclosure obligations of Mint; and
(b) implement a procedure for the central collection, assessment and if required, release to the ASX, of material information.
2. POLICY
2.1 Compliance with the Law
The Corporations Act requires that Mint comply with the provisions of the Listing Rules relating to the continuous disclosure to the ASX of material information relating to Mint. The Corporations Act states that if Mint has information that the continuous disclosure provisions of the Listing Rules require Mint to notify the ASX, and that information is:
(a) not generally available; and
(b) information that a reasonable person would expect, if it were generally available, to have a material effect on the price or value of Mint shares,
Mint must notify the ASX of that information in accordance with the Listing Rules.
The Chief Executive Officer (CEO) and Company Secretary are primarily responsible for ensuring that this Policy is implemented and enforced and that all required Material Information is disclosed to the ASX as required by the Corporations Act and the Listing Rules.
2.2 Employee Responsibilities
All Employees of Mint, its subsidiaries or associated companies must immediately disclose full details of any "material information" that comes to their attention to the CEO or Company Secretary. If an Employee is unsure whether specific information would be Material Information, the Employee must immediately disclose full details of the information to the CEO or Company Secretary.
2.3 Directors' and Executive Officers' Responsibilities
The Listing Rules require disclosure of material information that has, or ought reasonably to have come into the possession of a Director or Executive Officer. As such, all Directors and Executive Officers must keep up to date with all matters within their operations which may become material.
2.4 CEO's and Company Secretary's Responsibilities
The CEO's and Company Secretary are responsible for reviewing all information forwarded pursuant to this Policy and, where necessary, for making a recommendation to the Chairman or the CEO on whether it is material information that must be disclosed to the ASX and/or falls within any exemption permitted by the ASX Listing Rules.
3. TYPES OF INFORMATION THAT MAY REQUIRE DISCLOSURE
3.1 Types of Information
For assistance in determining if information is Material Information, the following types of information may be material and therefore may be required to be disclosed:
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material (more than 5%) changes in Mint's financial forecasts or expectations;
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a declaration of a dividend or a decision that a dividend not be declared;
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the making of a share, option or debt issue and the under or over subscription of that issue;
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exogenous events in the financial markets or the ITindustry, either of which affect the Mint business etc;
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proposed acquisitions, mergers, sales, joint ventures or takeovers;
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information about Mint's business plans, investment proposals or asset purchases or sales;
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regulatory decisions that may affect Mint's operations;
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the threat, commencement or settlement of any material litigation or claim;
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an agreement between Mint (or a related party or subsidiary) and a Director (or related party of the Director);
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a change in accounting policy adopted by Mint; and
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a proposal to change Mint's auditors.
3.2 Other Matters
Clearly, there are many other matters which may give rise to material information. Employees with any questions on whether particular information is material must contact the CEO or Company Secretary.
3.3 Providing Public Information
As a listed company, Employees must ensure that only public information is provided when answering questions asked by third parties. Statements to third parties or draft analyst reports will only be commented on or corrected by a Director of Mint (or their express nominees) and should only be commented on or corrected if doing so involves the provision of publicly available information.
4. QUESTIONS
Any questions relating to the interpretation or enforcement of this Policy should be forwarded to the Company Secretary. |