• The Corporations Act prohibits the trading in shares, options and other securities (“securities”) of a company by any person who is in possession of undisclosed price sensitive information regarding that company. The Corporations Act imposes substantial penalties on persons who breach those provisions.
• This policy regulates dealings by the directors, officers, senior executives and employees in securities in CSR Limited and its related entities (“CSR”) or outside companies about which they acquire undisclosed price-sensitive information (“inside information”)[1] through their position with CSR.

• The purpose of this policy is to ensure that the CSR’s directors, officers, consultants, advisers, senior management and other employees (“CSR persons”) are aware of and abide by the legal restrictions on trading securities while in possession of inside information.
• This policy also seeks to align the interests of CSR directors and management with CSR shareholders by prohibiting them from entering into any transaction or arrangement which limits, whether directly or indirectly, the economic risk of any CSR securities held beneficially (for example, under any CSR incentive plan) on that CSR person’s behalf.

• No CSR person may buy or sell any CSR securities at any time while in possession of inside information concerning CSR.
• All CSR persons are prohibited from dealing in the securities of outside companies about which they acquire inside information through their position with CSR.
• Unless otherwise authorised by the board, Directors, the Managing Director/Chief Executive Officer, Chief Financial Officer, their direct reports and employees having access to regular confidential communication, (including but not limited to CSR business unit or consolidated monthly management reports and forecasts) and such other persons as the Chief Executive Officer nominates (each a “Designated CSR Person”), may only buy or sell CSR securities during any of the following periods (each a “trading window”):
  • a 30 day period commencing 24 hours after the announcement of release of the Company’s half-year and annual results to the Australian Securities Exchange;
  • a 30 day period commencing 24 hours after CSR’s annual general meeting;
  • and where the person is not in possession of any inside information. All other periods are “closed periods” within the meaning of ASX Listing Rule 12.12.
• In exceptional cases of financial hardship, the CEO (or, in the case of directors, the Chairman) has discretion to approve dealing in CSR securities during a closed period. Such approval must be given in writing prior to the relevant dealing. There is no discretion to approve dealings by any person in possession of inside information.
• Designated CSR persons are prohibited from:
  • dealing at any time in financial products such as options, warrants, futures or other financial products issued over CSR’s securities by third parties such as banks and other institutions;
  • entering into transactions in products associated with CSR’s securities which operate to limit the economic risk of their security holding in the Company (eg hedging arrangements) including CSR securities held beneficially (for example, in trust or under any CSR incentive plan) on that CSR person’s behalf;
  • engaging in short-term (less than 90 days) or speculative trading of CSR’s securities at any time.
• This policy also requires that:
  • Directors advise the Chairman of a proposed trade in the CSR’s securities prior to any trade and confirm they are not in possession of any unpublished price-sensitive information;
  • Designated CSR persons (other than Directors) advise the Company Secretary or, in his or her absence, the Chief Executive Officer, of a proposed trade in CSR securities, prior to any trade and confirm they are not in possession of any unpublished price-sensitive information.
  • Designated CSR persons notify the Company Secretary in writing of any dealings in CSR’s securities within three business days of the dealing.

Designated CSR persons may only make application to:

• participate in the CSR Employee Share Acquisition Plan (“ESAP”) or alter the basis of the participation in ESAP; or
• withdraw shares from the ESAP trust; or
• join, withdraw from, or vary their participation in, any CSR Dividend Reinvestment Plan; or
• participate in any CSR share plan;

during one of the above trading windows and may not do so if they possess inside information about CSR.

CSR persons must not communicate price-sensitive information or cause that information to be communicated to another person other than for CSR’s business purposes, and then only subject to appropriate confidentiality arrangements.

The requirements imposed by this policy are in addition to any legal prohibitions on insider trading.

A breach of this Policy will be regarded seriously and may lead to disciplinary action, including dismissal.

If you require any further information or assistance, or are uncertain about the application of the law or this trading policy in any situation, please contact the Company Secretary.