Trading in Healthscope Securities Policy

Introduction and Purpose

The purpose of this Policy is to ensure that Healthscope (‘the Company’) directors and employees do not trade in Company securities:

In breach of the Corporations Act prohibitions on ‘insider trading’;
In a manner which compromises confidence in the Company’s practices in relation to securities dealings.

This Policy applies to all directors and employees of Healthscope. Directors and employees must not engage in conduct known as ‘insider trading’. Subject to the prohibitions described below, this Policy sets out when trading in the Company’s securities may take place.

This Policy imposes additional trading restrictions on all directors, as well as all executives who report directly to any of the Managing Director, Chief Financial Officer, Group Chief Operating Officer and Director of Corporate Strategy and Business Development as well all employees involved with the Company’s consolidated monthly financial reports (described as ‘Senior Executives’).

This Policy applies to the following Company securities:

Company shares;
Any other securities which may be issued by the Company, such as options; and
Derivatives (such as exchange-traded options and warrants) and other financial products issued by third parties in relation to Company shares, debentures and options.

Prohibited Conduct

If a director or employee possesses ‘inside information’, that director or employee must comply with the Corporations Act, which means that he or she must not:

1. Buy, sell or otherwise deal in Company securities;
2. Procure someone else to buy, sell or otherwise deal in Company securities; or
3. Pass on ‘inside information’ to a third party where that person knows, or ought reasonably to know, that the third party would be likely to buy, sell or otherwise deal Company securities or procure someone else to buy, sell or otherwise deal in Company securities.

Inside information is information which is not generally available to the market and, if it were generally available to the market, would be likely to have a material effect on the price or value of the Company’s securities (i.e. information which is ‘price sensitive’). If a director or Senior Executive is in any doubt as to the legal position they should consult with the Company Secretary.

Directors and Senior Executives are not entitled to engage in short term or speculative trading in Company securities. This policy does not prohibit however the sale of Company shares allotted upon exercise of performance rights issued under the Executive Performance Rights Plan, provided the employee complies with all other applicable requirements of this Policy.

Information is generally available where the information is:

Readily observable; or
Made known in a manner that would, or would be likely to, bring it to the attention of people who commonly invest in the Company’s securities or securities of a kind similar to the Company’s securities, and a reasonable period has elapsed to allow the information to be disseminated; or
Able to be deduced, concluded or inferred from those types of information.

Information will have a material effect on the price or value of the Company’s securities if a reasonable person would be taken to expect the information to, or likely to, influence persons who commonly acquire securities in deciding whether or not to acquire or dispose of the securities.

In addition to these restrictions, directors and Senior Executives are not permitted to buy or sell Company securities within the following periods:

From 1 December until announcement of the Company’s half yearly results to the ASX; and
From 1 June until announcement of the Company’s full year results to the ASX.

Directors and employees are not permitted write derivatives (such as exchange-traded options and warrants) and other financial products issued by third parties in relation to Company performance rights or options which are unvested.

Margin Lending

Directors and all executives reporting directly to the Managing Director must receive prior consent from the Chairman before entering into margin loans or other financing arrangements involving Company securities. In the case of the Chairman, approval must be obtained from the Chair of the Audit Committee.

If required by the Company, employees must provide the Company Secretary with information relevant to the margin loans or financing arrangements.

Directors and employees should avoid financial arrangements involving Company securities which may lead to the ownership and rights of the securities being transferred to a third party.

This Policy continues to apply to all directors and employees, regardless of commitments which such individuals may enter into in relation to margin lending contracts or other financing arrangements.

Permitted Trades Dealing by Employees

If you are not a Company Director or a Senior Executive:

You can buy or sell Company securities at any time provided you do not have inside information and are not involved in short term or speculative dealing;
You should review this Policy prior to dealing; and
You are not required to notify the Company if you intend to deal in Company securities or after you have dealt in such securities.

Dealing by Directors and Senior Executives

If you are a Director or Senior Executive the following additional rules apply:

If you are a Director and you intend to deal in Company securities, you must first request (in writing) approval from the Chairman of the Board (with a copy to the Company Secretary) and confirm that you are not aware of any inside information. If you are the Chairman of the Board you must first request (in writing) approval from the Chair of the Audit Committee (with a copy to the Company Secretary);
If you are a Senior Executive and you intend to deal in Company securities, you must first request (in writing) approval from to the Company Secretary and confirm that you are not aware of any inside information;
Directors and Senior Executives must not deal in Company securities until approval has been given by the Chairman of the Board, Chair of the Audit Committee or the Company Secretary, as the case may be. Such approval, if granted, shall be effective for a period of 48 hours from the time of grant;
Directors and Senior Executives must provide details of any permitted trade (price and quantity) to the Company Secretary within 3 business days of such trade.
Such requests may be provided by email.

Trades Excluded

This Policy does not apply to trading in the Company’s securities which relates to:

An offer concerning the Company’s securities made to all eligible holders of securities of the same class (for example a bonus issue, rights issue or buy-back);
An allocation of the Company’s securities under a dividend reinvestment plan that is available to all eligible holders of securities of the same class;
An allocation of, or agreement to acquire, securities under the Executive Performance Rights Plan (However, this Policy will apply to any subsequent disposal of Company shares acquired under the Executive Performance Rights Plan);
A transfer of shares as part of a takeover offer or scheme of arrangement; or
An off-market transfer of shares resulting in no change in the underlying beneficial interest (for example, transfer from one personal shareholding to another personal shareholding).

Responsibilities

The Company Secretary is responsible for:

Establishing and reviewing the Trading In Company Securities Policy;
Communication of the Policy to employees;
Providing advice as to compliance with the Policy;
Maintaining guidelines for establishing compliance with this Policy and the law relating to dealing in securities; and
Reviewing this Policy, at least annually, to ensure continued compliance with the Corporations Act, ASX Listing Rules and corporate governance best practice.

Confidentiality of Inside Information

Persons covered by this Policy must ensure that contractors, advisers, consultants and other outside parties retained by the Company who may come into possession of inside information are bound by appropriate assurances of confidentiality.

Dealing in Shares of Other Companies

If directors and employees have inside information relating to other companies, including information gained through dealings between such company and Healthscope, the same insider trading prohibition applies.

Breaches of this Policy

All directors and employees of Healthscope are required to comply strictly with this Policy.

Breaches of this Policy will be subject to disciplinary action, which may include termination of employment.

Directors and employees are reminded that retirement/resignation does not impact on ‘insider trading’ prohibitions under the Corporations Act.

Last reviewed: 31 July 2009.



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Healthscope Hospitals Medical Centres GP Clinics Skin Clinics Community Programs Human Pathology Advanced Pathology Veterinary Pathology Australia New Zealand Commercial Pathology Functional Pathology	Trading in Healthscope Securities Policy Introduction and Purpose The purpose of this Policy is to ensure that Healthscope (‘the Company’) directors and employees do not trade in Company securities: In breach of the Corporations Act prohibitions on ‘insider trading’; In a manner which compromises confidence in the Company’s practices in relation to securities dealings. This Policy applies to all directors and employees of Healthscope. Directors and employees must not engage in conduct known as ‘insider trading’. Subject to the prohibitions described below, this Policy sets out when trading in the Company’s securities may take place. This Policy imposes additional trading restrictions on all directors, as well as all executives who report directly to any of the Managing Director, Chief Financial Officer, Group Chief Operating Officer and Director of Corporate Strategy and Business Development as well all employees involved with the Company’s consolidated monthly financial reports (described as ‘Senior Executives’). This Policy applies to the following Company securities: Company shares; Any other securities which may be issued by the Company, such as options; and Derivatives (such as exchange-traded options and warrants) and other financial products issued by third parties in relation to Company shares, debentures and options. Prohibited Conduct If a director or employee possesses ‘inside information’, that director or employee must comply with the Corporations Act, which means that he or she must not: 1. Buy, sell or otherwise deal in Company securities; 2. Procure someone else to buy, sell or otherwise deal in Company securities; or 3. Pass on ‘inside information’ to a third party where that person knows, or ought reasonably to know, that the third party would be likely to buy, sell or otherwise deal Company securities or procure someone else to buy, sell or otherwise deal in Company securities. Inside information is information which is not generally available to the market and, if it were generally available to the market, would be likely to have a material effect on the price or value of the Company’s securities (i.e. information which is ‘price sensitive’). If a director or Senior Executive is in any doubt as to the legal position they should consult with the Company Secretary. Directors and Senior Executives are not entitled to engage in short term or speculative trading in Company securities. This policy does not prohibit however the sale of Company shares allotted upon exercise of performance rights issued under the Executive Performance Rights Plan, provided the employee complies with all other applicable requirements of this Policy. Information is generally available where the information is: Readily observable; or Made known in a manner that would, or would be likely to, bring it to the attention of people who commonly invest in the Company’s securities or securities of a kind similar to the Company’s securities, and a reasonable period has elapsed to allow the information to be disseminated; or Able to be deduced, concluded or inferred from those types of information. Information will have a material effect on the price or value of the Company’s securities if a reasonable person would be taken to expect the information to, or likely to, influence persons who commonly acquire securities in deciding whether or not to acquire or dispose of the securities. In addition to these restrictions, directors and Senior Executives are not permitted to buy or sell Company securities within the following periods: From 1 December until announcement of the Company’s half yearly results to the ASX; and From 1 June until announcement of the Company’s full year results to the ASX. Directors and employees are not permitted write derivatives (such as exchange-traded options and warrants) and other financial products issued by third parties in relation to Company performance rights or options which are unvested. Margin Lending Directors and all executives reporting directly to the Managing Director must receive prior consent from the Chairman before entering into margin loans or other financing arrangements involving Company securities. In the case of the Chairman, approval must be obtained from the Chair of the Audit Committee. If required by the Company, employees must provide the Company Secretary with information relevant to the margin loans or financing arrangements. Directors and employees should avoid financial arrangements involving Company securities which may lead to the ownership and rights of the securities being transferred to a third party. This Policy continues to apply to all directors and employees, regardless of commitments which such individuals may enter into in relation to margin lending contracts or other financing arrangements. Permitted Trades Dealing by Employees If you are not a Company Director or a Senior Executive: You can buy or sell Company securities at any time provided you do not have inside information and are not involved in short term or speculative dealing; You should review this Policy prior to dealing; and You are not required to notify the Company if you intend to deal in Company securities or after you have dealt in such securities. Dealing by Directors and Senior Executives If you are a Director or Senior Executive the following additional rules apply: If you are a Director and you intend to deal in Company securities, you must first request (in writing) approval from the Chairman of the Board (with a copy to the Company Secretary) and confirm that you are not aware of any inside information. If you are the Chairman of the Board you must first request (in writing) approval from the Chair of the Audit Committee (with a copy to the Company Secretary); If you are a Senior Executive and you intend to deal in Company securities, you must first request (in writing) approval from to the Company Secretary and confirm that you are not aware of any inside information; Directors and Senior Executives must not deal in Company securities until approval has been given by the Chairman of the Board, Chair of the Audit Committee or the Company Secretary, as the case may be. Such approval, if granted, shall be effective for a period of 48 hours from the time of grant; Directors and Senior Executives must provide details of any permitted trade (price and quantity) to the Company Secretary within 3 business days of such trade. Such requests may be provided by email. Trades Excluded This Policy does not apply to trading in the Company’s securities which relates to: An offer concerning the Company’s securities made to all eligible holders of securities of the same class (for example a bonus issue, rights issue or buy-back); An allocation of the Company’s securities under a dividend reinvestment plan that is available to all eligible holders of securities of the same class; An allocation of, or agreement to acquire, securities under the Executive Performance Rights Plan (However, this Policy will apply to any subsequent disposal of Company shares acquired under the Executive Performance Rights Plan); A transfer of shares as part of a takeover offer or scheme of arrangement; or An off-market transfer of shares resulting in no change in the underlying beneficial interest (for example, transfer from one personal shareholding to another personal shareholding). Responsibilities The Company Secretary is responsible for: Establishing and reviewing the Trading In Company Securities Policy; Communication of the Policy to employees; Providing advice as to compliance with the Policy; Maintaining guidelines for establishing compliance with this Policy and the law relating to dealing in securities; and Reviewing this Policy, at least annually, to ensure continued compliance with the Corporations Act, ASX Listing Rules and corporate governance best practice. Confidentiality of Inside Information Persons covered by this Policy must ensure that contractors, advisers, consultants and other outside parties retained by the Company who may come into possession of inside information are bound by appropriate assurances of confidentiality. Dealing in Shares of Other Companies If directors and employees have inside information relating to other companies, including information gained through dealings between such company and Healthscope, the same insider trading prohibition applies. Breaches of this Policy All directors and employees of Healthscope are required to comply strictly with this Policy. Breaches of this Policy will be subject to disciplinary action, which may include termination of employment. Directors and employees are reminded that retirement/resignation does not impact on ‘insider trading’ prohibitions under the Corporations Act. Last reviewed: 31 July 2009.
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