25 Nov

Securities Trading Policy

Securities Trading Policy Alloggio Group Limited ACN 645 582 225 ( Company ) Travis Partners Law 22 September 2021 2 Securities Trading Policy 1 Introduction 3 2 Insider Trading 4 3 Restrictions on Trading 4 4 Excluded Trading 6 5 ASX Notifications 7 6 Breaches 7 7 Review 8 Travis Partners Law 22 September 2021 3 Securities Trading Policy 1 Introduction 1.1 Commitment The Company is committed to complying with the Corporations Act 2001 (Cth) ( Corporations Act ) and the ASX Listing Rules to create a tran s parent market in the trading of its securities on the ASX. ASX Listing Rule 12.9 requires the Company, as a listed entity, to have a trading policy that restricts its directors, officers and key management personnel (and their related parties ( Company Personnel ) ) from trading in its securities during certain closed periods . 1.2 Purpose The purpose of this Policy is to summarise the law relating to insider trading and regulate dealings by Company Personnel in securities of the Company that are able to be traded on a financial market ( Company’s Securities ) while they are in possession of price sensitive information which is not generally available, but if it were, would have a material effect on the price or value of the Company’s Securities ( Inside Information ). The objectives of this Policy are to: (a) minimise the risk of such persons contravening the laws against insider trading; (b) minimise the risk of the appearance of insider trading and the significant reputational damage that may cause; (c) ensure the Company is able to meet its reporting obligations under the ASX Listing Rules; (d) provide guidance for staff as to when trading in the Company’s shares is permitted; and (e) maintain market confidence in the integrity of any dealings and increase transparency with respect to trading in the Company’s Securities. This Policy is binding on all Company Personnel in the abs ence of a specific exemption by the Board. This P olicy is not designed to prohibit persons from investing in Company Securities but does recognise that there may be times when Company Personnel cannot or should not invest while they are in possession of pr ice sensitive information. Travis Partners Law 22 September 2021 4 2 Insider T rading 2.1 General prohibition Company Personnel must not: (a) deal in the Company’s Securities; (b) procure another person to deal in the Company’s Securities in any way; or (c) communicate any Inside Information to another person who would or would be likely to use the information for personal gain in dealing with the Company’s Securities , while in possession of Inside Information. All Company Personnel are prohibited from dealing in the se curities of outside companies about which they acquire Inside Information through their position with the Company. The requirements imposed by this policy are in addition to any legal prohibitions on insider trading. Trading in Company Securities is prohibited at any time by Company Personnel if that person possesses Inside Information. 2.2 Inside Information Company per sonnel are responsible for assessing whether they possess Inside Information. Examples of Inside Information include: (a) financial performance of the Company; (b) proposed changes to the nature of the business of the Company; (c) changes to capital structure of the Company; (d) material acquisitions or disposals by the Company; or (e) changes to the Board or significant changes to key management personnel. 3 Restrictions on T rading 3.1 Prohibited Periods Company P ersonnel may deal in any of the Company's Securities, or in any securities related to them during a Trading Window . “ Trading Window ” include s the following mandated periods: (a) the 30 day period commencing on the day immediately following the date on which the Company holds an annual general meeting; Travis Partners Law 22 September 2021 5 (b) the 45 day period c ommencing on the day immediately following the date on which the Company gives its half year report to ASX; (c) the 45 day period commencing on the day immediately following the date on which the Company gives its preliminary final statement to ASX; and (d) any other period that the Board specifies from time to time. All other periods are “ Prohibited Periods ”, where trading or dealing in the Company’s Securities is prohibited, unless otherwise allowed by this Policy. 3.2 Notifications Prior to dealing in any Company Securities, Company Personnel must: (a) prior to dealing in Company Securities outside a Prohibited Period, notify the relevant person below ( Authorising Officer ) of their proposed dealing and obtain consent from the Authorising Officer; and (b) confirm that they are not in possession of any Inside Information; and (c) after dealing with the Company Se curities, provide the Authorising Officer with a transaction confirma tion. For the avoidance of doubt, Company Personnel seeking authorisation cannot be their own Authorising Officer. Company Personnel seeking authorisation Authorising Officer Chair of the Board C hair of the Audit and Risk Committee Other directors, Com pany Secretary and any other Key Management Personnel C hair of the Board or, in his/her absence, the C hair of the Audit and Risk Committee Any other employee or agent of the Company Company Secretary or, in his/her absence, the Chief Executive Officer 3.3 Exceptional circumstances In exceptional circumstances the Authorising Officer, has discretion to approve dealings in Company Securities during a Prohibited Period, or other dealings that would otherwise be prohibited by this P olicy. Any approval given must be provided by electronic delivery via email. The notification requirements still apply. All requests will be assessed on a case - by - case basis at the Board’s discretion and may include : (a) severe financial hardship ; or (b) a requirement to comply with a court order or court enforceable undertaking, Travis Partners Law 22 September 2021 6 however, must not: (a) contravene any law; (b) be for speculative gain; (c) take advantage of Inside Information; or (d) be seen by the public, press, Company Personnel or ASX as unfair. The Company Secretary will maintain a copy of all requests and details of all subsequent dealings. 3.4 Short - term speculative trading Company Personnel must not engage in short - term or speculative trading in Company Securities . This prohibition includes short term direct dealing in Company Securities as well as transactions in the derivative markets, involving exchange traded options, share warrants and other similar instruments . 3.5 Protection arrangements Company Personnel must n ot engage in hedging arrangements, deal in derivatives or enter into other arrangements which limit the economic risk related to the Company’s Securities. For the purposes of this Policy, this prohibition applies to any contracts for difference and other c ontracts intended to secure a profit or avoid a loss based on fluctuations in the price of the Company’s Securities . 3.6 Margin lending Company Personnel m ust not at any time, directly or indirectly, engage in or grant any security interest, charge, mortgage, pledge , lien or otherwise over any Company Securities which are unvested or subject to a holding lock, to secure any obligation of that Company Personnel or any third party or enter into any margin lending arrangement involving Company Securities . 4 Exclu ded Trading This Policy does not apply to: (a) transferring Company Securities already held into a self - managed superannuation fund or other saving scheme in which the restricted person is a beneficiary; (b) acquir ing ordinary shares in the Company by conversion of securities giving a right of conversion to ordinary shares; (c) trad ing Company Securities where the trading does not result in a change of beneficial interest in the securities; (d) acquir ing Company S ecurities under any director or employee security plan or through the exercise of options or performance rights under an option or performance rights plan or acquire, or agree to acquire, options or Travis Partners Law 22 September 2021 7 performance rights under an option or performance rights plan. However, any dealing in those securities remains subject to this policy and the provisions of the Corporations Act; (e) acquir ing Company Securities under a bonus issue made to all holders of securities of the same class; (f) undertak ing to accept, or acce pt, a takeover offer; (g) invest ing in, or trade in units of, a fund or other scheme (other than a scheme only investing in Company Securities ) where the assets of the fund or other scheme are invested at the discretion of a third party; (h) disposing of Company Securities that is the result of a secured lender exercising their rights under a loan or security agreement; (i) trad ing in the securities managed by that trust provided the restricted person is not a beneficiary of the trust and any decision to trade durin g a prohibited period is taken by the other trustees or by the investment managers independently of the restricted person where a restricted person is a trustee ; (j) trad ing under an offer or invitation made to all or most of the security holders, such as, a rights issue, a security purchase plan, a dividend or distribution reinvestment plan or an equal access buy - back, where the plan that determines the timing and structure of the offer has been approved by the Board. This includes deciding whether or not to take up the entitlements and the sale of entitlements required to provide for the take up of the balance of entitlements under a renounceable pro rata issue. 5 ASX Notifications If a d irector deals in the Company’s Securities, they must complete and sign the relevant Appendix 3X, Appendix 3Y or Appendix 3Z and submit it to the Company Secretary before 5:00pm on the second day after he or she deals in the Company’s Securities to allow the Company to comply with its obligations under the ASX Listing Rules. If t he Company makes a material change to this Policy, the amended policy will be provided to the ASX for release to the market within 5 business days of the material changes taking effect . 6 Breaches All Company Personnel are required to strictly comply with th is Policy . A breach of this P olicy may damage the Company’s reputation and undermine confidence in the market for Company S ecurities . The Company may take disciplinary action including dismissal . Any Company Personnel who become aware of a violation of th is Policy must immediately report the violation to the Company Secretary . Travis Partners Law 22 September 2021 8 7 Review This Policy will be reviewed at least every two years by the Board , having regard to any amendments to legislation and the changing circumstances of the Company . Adopted by the Board on 17 September 2021 .
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