SHARE TRADING POLICY

This Company Instruction is to cover the sale and purchase of Adtrans Group Limited shares by Directors, General Managers and all other employees of Adtrans Group Limited and its subsidiaries ("the Company").

The Board of Adtrans Group Limited has adopted a share trading or "insider trading" policy. This policy is to form part of all staffs' conditions of employment and must be adhered to at all times.

It is illegal for ANYONE, including employees and their families, to buy or sell Company shares if they are in possession of any unpublished price-sensitive information concerning the Company.

All information regarding the Company's performance is strictly confidential and must not be disclosed to any entity (company or individual) except as required in the normal course of our operations. Any such information must not be used for personal benefit or gain.

Penalties under the law for non-compliance are very substantial.

Accordingly, the Board has adopted the following as a guideline and to ensure that no conflict may arise if Directors, General Managers and any other employees are contemplating buying or selling Adtrans Group Limited shares.

POLICY
In this policy, reference to "shares" includes other marketable securities which the Company may issue from time to time, including options.

Directors (including Directors of all subsidiary companies) and General Managers must discuss, at all times, any proposed trade (buy or sell) in Company shares with the Chairman prior to any such trade.

Details of any subsequent trade should be advised immediately after such trade to the Company Secretary, with reference to the Chairman's approval.

Adtrans Group Limited Directors are reminded that under Australian Stock Exchange (ASX) rules you are required to complete the appropriate form and forward it to the ASX (via the Company Secretary) for any sale or purchase of the Company's shares.

All other employees must discuss any proposed trade (at any time) with the Company Secretary or the Managing Director, prior to any such trade. Details of any subsequent trade should be advised immediately in writing to the Company Secretary with reference to the prior discussion.

In any event, Directors, General Managers and all employees are prohibited from trading in the Company's shares in the following circumstances:

• The period commencing on the day of Adtrans Group's Board of Directors meetings held prior to the financial year and half-year end balance date (that is, the June and December Board meetings) and the public announcement of the Group's indicative annual and half-yearly profit results. The matter may be referred to the Board to ensure there is a fully informed market prior to such trade.
  
  
• If you are in possession of price-sensitive information with regard to the Company which is not known to the general public or to the share market.
  
  
• In addition to the above, all Directors, General Managers and employees are reminded that under law and policy they are prohibited from dealing in shares or securities of other, outside companies, about which you may have gained price-sensitive information by virtue of your position within our Company.
  
  
• Directors, General Managers and all other employees must not directly or indirectly communicate price-sensitive information, or cause that information to be communicated by others, if they know, or should reasonably have known, that the other person or persons would, or would be likely to, buy or sell shares in the Company. Where an employee participates in a share or option plan, the employee is prohibited from dealing in derivatives, hedging or similar arrangements in relation to the unvested shares or options where such participation would reduce or eliminate the risk associated with the plan.

NOTE: Nothing in this policy shall authorise any person to act in contravention of the insider trading provisions of the Corporations Law.
To ensure that the integrity of the Company, its Directors, its General Managers and its employees is preserved, it is vital that all dealings in the Company's shares are not only fair, but are SEEN to be fair.