TEXTAINER GROUP HOLDINGS LIMITED
Pre-clearance and Blackout Policy
(Adopted on 28 August, 2007)
All directors, executive officers, certain designated employees and consultants of Textainer Group Holdings Limited and its subsidiaries (the "Company") who have access to material non-public information about the Company ("covered persons") and their family members (collectively, "Insiders") are subject to the Insider Trading Policy of the Company attached hereto as Appendix A and incorporated herein by reference. The Insider Trading Policy provides guidelines to all Company personnel, including Insiders, as to transactions in the Company's securities and the handling of confidential information about the Company and the companies with which it does business. In addition to the restrictions contained in the Insider Trading Policy, Insiders are subject to the mandatory pre-clearance and blackout period restrictions described below. The names of the covered persons subject to this policy are listed on the attached Appendix B. The Company may from time to time designate other individuals who are subject to this policy and will amend Appendix B from time to time as necessary to reflect such changes or the resignation or change of status of any individual.
Insiders with any questions about the application of these provisions when considering a transaction involving the Company's securities should contact the Company's Compliance Officer before undertaking the transaction and follow his instructions.
- BLACKOUT PERIOD TRADING PROHIBITION.
Quarterly Blackout Periods. The release of earnings is a particularly sensitive period of time for transactions in the Company's securities, because officers, directors and other employees may possess material non-public information about the expected financial results for the quarter. Accordingly, no Insider may conduct transactions involving the purchase or sale of the Company's securities during a blackout period for the quarter. The Company's blackout period with respect to each fiscal quarter begins on the close of business on the fifteenth 15th day of the third month of the quarter and ends on the opening of the second 2nd business day following the Company's filing with the Securities and Exchange Commission of the Company's quarterly or annual financial reports or public release of quarterly or annual financial information. The Company will inform Insiders of the anticipated date of public disclosure of each quarter's financial results upon request.
Event-specific Blackout Periods. From time to time, the Company may also determine that certain Insiders (and selected others, as determined by the Company's Compliance Officer) should suspend trading because of developments known to the Company and not yet disclosed to the public. Upon receiving notice of such an event, such persons may not engage in any transaction involving the purchase or sale of the Company's securities during such period and should not disclose to others the fact of such suspension of trading. So long as the event remains material and non-public, Insiders may not trade in the Company's securities.
Even outside of a blackout period trading prohibition, any person possessing material non-public information concerning the Company should not engage in any transactions in the Company's securities until such information has been known publicly for at least one (1) full trading day after dissemination thereof, whether or not the Company has recommended a suspension of trading to that person.
Post-Termination Transactions. If an Insider is aware of material non-public information when his or her employment or services as a director terminates, the Insider may not trade in the Company's securities until that information has become public or is no longer material. If the Insider's employment or services as a director terminates during a blackout period, the Insider may not trade in the Company's securities until that blackout period has ended. Trading in the Company's securities outside of a blackout period should not be considered a "safe harbor," and all Insiders should use good judgment at all times to make sure that their trades are not effected while they are in possession of material non-public information about the Company.
- MANDATORY PRE-CLEARANCE OF TRANSACTIONS.
Prior to any transaction involving the Company's securities (including a share plan transaction such as an option exercise, gift, loan or pledge or hedge, contribution to a trust, or any other transfer), all Insiders must receive approval from the Compliance Officer. The Compliance Officer will make every effort to respond to requests for approval as quickly and expeditiously as possible. However, the Compliance Officer is under no obligation to approve a trade submitted for pre-clearance, and may determine not to permit the trade. If the Compliance Officer is unavailable for more than 48 hours, the Chief Financial Officer may approve the transaction.
Any Insider who wishes to implement a trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934 must first pre-clear the plan with the Compliance Officer. However, an Insider may not enter into a trading plan during a blackout period or when the Insider possesses material non-public information. Transactions effected pursuant to a pre-cleared trading plan will not require further pre-clearance at the time of the transaction if the plan specifies the dates, prices and amounts of the contemplated trades, or establishes a formula for determining the dates, prices and amounts.
A request for pre-clearance should be submitted to the Compliance Officer at least two (2) days in advance of the proposed transaction by submitting the Request for Pre-Clearance Form attached hereto as Appendix C.
- VALIDATION OF PRE-CLEARANCE.
Clearance of a transaction is valid only for a 48-hour period. If the transaction order is not placed within that 48-hour period, clearance of the transaction must be re-requested.
Appendix A
Insider Trading Policy
(Distributed under separate cover)
Appendix B
List of Insiders Provided Upon Request
Appendix C
Request for Pre-Clearance Form
To: The Compliance Officer
Proposed acquisitions or dispositions:
(Include all purchases, sales, option exercises, gifts, etc.) |
Owner
(direct, or name of indirect owner) |
Proposed
Transaction
Date
(see below) |
Proposed
Transaction
Code
(see below) |
Number of
Shares to be
Acquired |
Number of
Shares to be
Disposed Of |
Proposed
Purchase or
Sale Price
(if known)
(per unit) |
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| TRANSACTION CODE: |
TRANSACTION DATE: |
(A) Grant of Share Option
(P) Open Market or Private Purchase
(S) Open Market or Private Sale
(J) Other Acquisition or Disposition
(specify) |
(M) Exercise of Share Option
(G) Gift
(U) Tender of Shares
(Q) Transfer Pursuant to Divorce
(W) Acquisition or Disposition by Will |
(1) Brokerage transactions - trade date
(2) Other purchases and sales - date on which firm commitment is made
(3) Option and SAR exercises - date of exercise
(4) Acquisition under bonus plan - date of grant
(5) Conversions - date of surrender of convertible security
(6) Gifts - date on which gift is made
(7) Option Grants - date of grant
(8) Option Exercises - date of exercise
(9) 10b5-1 Trading Programs - date plan is submitted for approval |
| By signing below, I hereby request approval to complete the transaction contemplated above. |
| I acknowledge and agree that clearance of a transaction is valid only for a 48 hour period. If the transaction is not placed within that 48 hour period, clearance of the transaction must be re-requested. |
| Date: ___________________ |
Signature: ___________________ |
| Fax Number or Email for Draft Form 4: ____________________ |
Print Name: ____________________ |
| Received: |
Approved: |
| By: ____________________ |
By: ____________________ |
| Compliance Officer |
Compliance Officer |
| Date: ____________________ |
Date: ____________________ |
| Form 4 Provided to Insider for Approval: |
Form 4 Filed: |
| By: ____________________ |
By: ____________________ |
| Date: ____________________ |
Date: ____________________ |
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