Qualitas : Updated Security Trading Policy

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Securities Trading Policy

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Qualitas Limited ACN 655 057 588

(Company)

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For personal use only

Securities Trading Policy

1. Background

1. The principal insider trading prohibition is section 1043A of the Corporations Act. Subject to limited exceptions, it prohibits a person (insider) who has Inside Information relating to Company Securities or the quoted Securities of another entity from:
2. 1. Dealing in relevant Securities;
   2. procuring another person to Deal in the relevant Securities; or
   3. in relation to quoted Securities, communicating, directly or not, Inside Information to someone else when the insider knows, or ought reasonably to know, that the other person would or is likely to:
   4. 1. Deal in relevant Securities; or
      2. procure another person to do so.
3. It does not matter how the insider received the information.
4. Insider trading is a criminal offence, punishable by substantial fines or imprisonment or both. The Company may also be liable if a Designated Officer or Employee engages in insider trading.
5. Insider trading may also attract civil penalties. A court may impose substantial pecuniary penalties, and order compensation paid to persons suffering related loss or damage and impose banning orders prohibiting participation in the management of a corporation.

2. Interpretation

Capitalised words and phrases are defined terms. For definitions, see clause 17.

3. Introduction

1. Securities of the Company are quoted on the Australian Stock Exchange (ASX).
2. This policy outlines:
3. 1. when Designated Officers, Employees and Associates must not Deal in Company Securities;
   2. when Designated Officers, Employees and Associates must not Deal in quoted Securities of another entity; and
   3. certain limited exceptions.

4. What is Inside Information?

1. Inside Information is information that:
2. 1. is not generally available; and
   2. if it were generally available, would, or would be likely to, influence persons who normally invest in securities in deciding whether to acquire or dispose of relevant securities.

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1. Information is generally available if it:
2. 1. is readily observable;
   2. has been made known in a way that is likely to bring it to the attention of persons who normally invest in the relevant type of securities, and reasonable time for the information to be circulated has since passed; or
   3. consists of deductions, conclusions or inferences drawn from information that has been made known in that way or is readily observable.
3. Inside Information is also called 'material price-sensitive information'. It need not relate only to the Company. It could also be information about a customer, or supplier of the Company, or a party with whom the Company is discussing future opportunities or negotiating a significant transaction.
4. In order to minimise the risk of insider trading, the Company must immediately disclose to the ASX material price-sensitive information not otherwise excluded from disclosure, as set out in the Company's Market Disclosure Policy.
5. Material price-sensitive information is Inside Information even if it does not trigger a disclosure obligation under the continuous disclosure regime.

5. What is Dealing in Securities?

1. Dealing in Securities includes:
2. 1. applying for, acquiring or disposing of, Securities;
   2. entering into an agreement to do so; and
   3. granting, accepting, acquiring, disposing, exercising or discharging an option or other right or obligation to acquire or dispose of Securities.
3. Dealing in Company Securities can include, but is not limited to:
4. 1. buying or selling Company Securities by way of an on-market or off-market transaction;
   2. granting, acquiring or disposing of a beneficial interest in Company Securities, such as through a trust that holds Company Securities;
   3. applying for, acquiring or exercising options or rights over Company Securities;
   4. acquiring Company Securities (or an interest in Company Securities) under any employee share plan operated by the Company;
   5. accepting, or taking up entitlements under, a dividend reinvestment plan, rights issue, bonus issue, share purchase plan or any other offer of Securities made by the Company;
   6. accepting an offer under a takeover bid for Company Securities;
   7. entering into a Derivative; and
   8. agreeing to do any of the above things.

6. Who this policy applies to

6.1 Unless otherwise stated, this Policy applies to:

1. all Designated Officers of the Group;
2. all Employees; and

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1. Associates of Employees and Designated Officers.

6.2 It is the responsibility of Employees and Designated Officers to ensure their Associates are aware of the requirements of this Policy and they must take reasonable steps to ensure their Associates comply with the requirements.

7. General prohibition for Inside Information

A Designated Officer, Employee and their Associates must not, in any circumstances, Deal or procure another person to Deal in Company Securities or quoted Securities of another entity if they have Inside Information in relation to Company Securities or Securities relating to that other entity.

8. When an Employee, Designated Officer or their Associates may Deal

8.1 An Employee, a Designated Officer or their Associates may Deal in Company Securities if each of the following applies or occurs:

1. they do not have Inside Information in relation to Company Securities;
2. they Deal in Company Securities during the one month period beginning at the close of trading on the day after the dates on which:
3. 1. the Company announces its half-yearly results to the ASX;
   2. the Company announces its full year results to the ASX; and
   3. the Company holds its annual general meeting (assuming an update of the full year's results is given at the meeting);

or any additional periods determined by the Board from time to time; and

1. 1. they have complied with clause 9.
2. An Employee, a Designated Officer or their Associate may also Deal in Company Securities if each of the following applies or occurs:
3. 1. they do not have Inside Information in relation to Company Securities;
   2. if they have complied with clause 9; and
   3. they have sought and received Clearance from the Clearance Officer due to the following exceptional circumstances:
   4. 1. if a person is required by court order, or enforceable undertaking (e.g. in a bona fide family settlement) to transfer or sell Company Securities or there is another overriding legal requirement to do so;
      2. if a person has a pressing financial commitment that cannot otherwise be satisfied, that failure to meet that financial commitment would cause material prejudice to that person and all reasonable alternatives have been investigated; or
      3. any other circumstances determined by the relevant Clearance Officer that warrant the granting of a Clearance.
4. The availability of any trading window may be varied, suspended or terminated by the Board at any time.
5. Periods other than those designated in or under clause 8.1 or 8.2 are prohibited periods.

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8.5 Clause 8.1 does not apply to Dealing by an Employee, a Designated Officer or their Associate that involves or results directly from any of the following, provided that the Employee, Designated Officer or Associate (as the case may be) has provided notification in accordance with clause 10:

1. Dealing in Company Securities under an offer or invitation made by the Company to all or most of its ordinary shareholders - such as an offer or invitation under a rights issue, bonus issue, share purchase plan, dividend reinvestment plan, equal access buy-back or in lieu of a cash dividend (and including, without limitation, decisions relating to whether or not to take up entitlements, and the sale of entitlements required to provide for the take up of the balance of entitlements, under a renounceable rights issue) - or under an equal reduction of capital undertaken by the Company;
2. undertaking to accept, or accepting, an offer for Company Securities made under a takeover bid or disposing of Company Securities under a court-approved compromise or arrangement under Part 5.1 of the Corporations Act;
3. Dealing in units of or interests in, a fund or other scheme (other than a scheme investing primarily in Company Securities) where the assets of that fund or scheme are invested at a third party's sole discretion;
4. where the Employee, Designated Officer or their Associate is the trustee of a trust, Dealing in Company Securities by that trust provided that neither the Employee, Designated Officer nor any Associate is a beneficiary of the trust and any decision to trade during a prohibited period is taken entirely independently of the Employee, Designated Officer or their Associate (as the case may be);
5. disposal of Company Securities effected by a change in the trustee of a trust;
6. accepting an offer to acquire Company Securities, or acquiring Company Securities, under any employee share plan that the Board from time to time determines is a plan to which this clause applies;
7. the exercise (including automatic exercise on vesting, but not the sale of Company Securities following exercise) of an option or right under an employee share plan, or the conversion of a convertible security, where the final date for exercise or conversion falls during a prohibited period; and the Company has been in an exceptionally long prohibited period or has had a number of consecutive prohibited periods and exercise or conversion could not reasonably have occurred outside a prohibited period;
8. the forfeiture, lapse, cancellation or surrender of Company Securities under an employee share plan; or
9. an off-market transaction involving the transfer or other disposal of Company Securities between an Employee, Designated Officer or Associate and any of the following:
10. 1. an Associate of the relevant Employee or Designated Officer (or, in the case of an Associate, the Employee or Designated Officer);
    2. a company, trust or other entity over which the relevant Employee, Designated Officer or Associate of that Employee or Designated Officer has control or significant influence (whether alone or jointly with any of their Close Associates); or
    3. a superannuation fund or other pension or saving scheme in which the relevant Employee, Designated Officer or an Associate of that Employee or Designated Officer is a beneficiary.

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