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Corporate Governance
ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED
 
POLICY ON NON-PUBLIC MATERIAL COMPANY INFORMATION 
AND RESTRICTIONS ON TRADING COMMON SHARES

(as adopted on June 13, 2008)

Maintaining the confidentiality of proprietary information about Asia Pacific Wire & Cable Corporation Limited (the "Company") and its subsidiaries (the Company and its subsidiaries are hereinafter collectively referred to as "APWC") and the businesses and people with whom we work is fundamental to our operations. In addition, with respect to certain types of confidential information, securities laws impose important restrictions on trading on or tipping inside information about public companies in connection with buying or selling the stock of such companies. Violation of these restrictions can carry monetary as well as criminal penalties.

This memorandum sets forth the Company's policies regarding the use of inside information and restrictions on trading common shares. It applies to APWC's operations worldwide. Persons covered by this policy statement include all APWC personnel, directors and officers, consultants, independent contractors and agents, together with their immediate family and other persons living with them.

This is an extremely important matter and you are urged to read the following with care. Any questions concerning this policy statement should be directed to the Chief Financial Officer.

Restrictions on Trading on or Tipping Inside Information

If you have access to non-public material information about APWC, you are prohibited from, directly or indirectly, buying or selling the Company's common shares until that information has been effectively disseminated to the general public or is no longer deemed material. If you have access to inside information about a company doing business with APWC, the same restrictions apply to trading in that company's stock. Persons with regular access to inside information about APWC are subject to more stringent trading restrictions discussed below.

You are also prohibited from tipping inside information about APWC or the businesses or people doing business with APWC to family, friends and third parties.

In general, no inside information learned during your tenure with APWC may be communicated to any other person (including relatives, friends or business associates), except to the extent appropriate in performing work for APWC.

"Inside (or non-public) information" is non-public information about a company that a reasonable investor would consider to be relevant in determining whether to buy, sell or hold that company's stock. A determination as to whether information is "inside information" depends on all related facts and circumstances. Information that you should consider inside information includes, but is not limited to, periodic financial results, earnings estimates, changes in previously released earnings estimates, significant merger, acquisition or divestiture proposals or agreements, major litigation, significant product news, extraordinary management changes and dividend changes.

Additional Restrictions for Persons with Regular Access to Inside Information

Persons with regular access to inside information about APWC ("designated insiders") are subject to additional restrictions regarding their transactions in the Company's stock.

Normally, designated insiders may buy or sell the Company's stock only within "window" periods of time during the fiscal year. Each "window" begins with the third business day after the day the Company makes its public press release of its quarterly, semi-annual or annual earnings. That same trading "window" closes 60 calendar days thereafter, and a designated insider may not resume trading until the third business day following the next announcement.

Furthermore, whenever a designated insider is in possession of inside information, he or she may not buy or sell the Company's stock, even if it is during a window period.

Persons deemed designated insiders and therefore subject to this trading restriction include: directors and executive officers of APWC and its principal operating subsidiaries, any additional personnel named by any director or executive officer, and immediate family members and other persons living with any of the foregoing persons.

Restrictions on Short Sales and Certain Puts and Options

In addition to general restrictions on securities trading, as a matter of company policy, employees may not engage in any short sales of the Company's stock or in any sales of uncovered call or put options or purchases of put options on the Company's stock. Such transactions are bets against the Company which can negatively affect the Company's reputation and the price of its stock.

A "short sale" is a contract for the sale of stock which the seller does not own, made in anticipation of a decrease in the stock price. A "put" is an option permitting its holder to sell stock at a fixed price for a period of time, also made in anticipation of a decrease in the stock price. The reverse transaction (a "call") gives its holder an option to buy stock at a fixed price for a period of time and is made in anticipation of an increase in the stock price.

Guidelines for Stock Option Exercises.

If you exercise a stock option by paying the exercise price in cash and do not immediately sell the stock, you may exercise the stock option without regard to the restrictions set forth in this policy statement. The subsequent sale of such shares so purchased would be subject to general insider trading restrictions or designated insider restrictions, as applicable.

A "broker's cashless exercise" is considered a sale of stock. Accordingly, a "broker's cashless exercise" by a designated insider may be made only during a specified window period. A "broker's cashless exercise" by persons other than designated insiders would be subject to general insider trading restrictions.

Rule 10b5-1 Plans

APWC's directors and executive officers from time to time may establish written plans ("Rule 10b5-1 Plans") which permit trading of the Company's stock while such designated insider is in possession of inside information. This is ordinarily accomplished through an agreement with an outside third party who is not privy to any inside information concerning APWC, typically a broker, where authority and influence over the trade(s) vests exclusively with that third party or where all trades are made automatically according to a pre-determined schedule. If entered into in accordance with this policy statement, such Rule 10b5-1 Plans will generally provide an exception to the foregoing policies.

All Rule 10b5-1 Plans must be structured to comply with SEC rules and regulations and must be approved by the Company prior to being implemented. Rule 10b5-1 Plans may only be implemented during a window period and then only if the person implementing such Rule 10b5-1 Plan is not aware of any inside information relating to APWC.

After being approved by the Company, trades under a Rule 10b5-1 Plan may begin forty-five (45) calendar days after such Rule 10b5-1 Plan has been approved.

Communications with Shareholders, the Media and the Financial Community

The confidentiality of inside information must be strictly adhered to in responding to inquiries about APWC made by shareholders, the media, financial analysts or other members of the financial community. It is important that responses to any such inquiries be made on behalf of APWC by duly designated persons. Accordingly, you should not respond to such inquiries unless expressly authorized to do so.

Additional Responsibility of APWC Managers

APWC personnel are responsible for keeping staff and consultants and other persons reporting to them apprised of this policy statement and their obligation to adhere to it.

Legal Penalties for Trading on Inside Information

Trading on inside information may result in severe penalties for you or for someone who trades based on information tipped by you.1 Where inside information is learned during the course of employment, penalties may, in some cases, also be imposed on the employer and management if an illegal trade occurs. In addition, persons who trade on inside information, or who tip such information to others, can be sued for damages by others who are in the market at the same time.

Continuing Obligation

The general restrictions on trading on inside information set forth in this policy statement continue to apply after you leave APWC.

1 For example, the maximum criminal penalty for violations of securities laws in the United States is up to twenty years' imprisonment and a fine of up to $5 million for an individual and up to $25 million for a corporation. The maximum civil penalty is three times the profit gained or loss avoided.

Violation of Policy Statement

All APWC personnel, consultants and independent contractors worldwide are expected to abide by the foregoing policies and procedures. Any violation may result in serious legal difficulties and may also constitute grounds for disciplinary action, including termination of employment for cause.