Amaysim Australia : Updated Securities Trading Policy

amaysim Australia Limited Securities Trading Policy‌‌‌‌‌‌‌‌‌‌‌‌‌‌

Securities Trading Policy amaysim Australia Limited (the Company)

1. Introduction and Purpose
2. Background

   This Securities Trading Policy (Policy) regulates Trading by Directors and all Employees of the Company and its subsidiaries (the Group) in Company Securities or Securities of other companies.

   Directors and all Employees must comply with the insider trading prohibitions of the Corporations Act. Any person who possesses inside information in relation to a company must not Trade in Securities of that company, regardless of the terms of this Policy or any written approval given under this Policy in respect of Company Securities.

   In addition to setting out general principles in relation to Trading in Securities applicable to all Directors and Employees of the Company and the Group, this Policy recognises that there are specific periods when Directors and Employees should not Trade in Company Securities. This Policy also sets out procedures which apply to Trading in Company Securities by Directors and Employees.

3. Purpose

   The purpose of this Policy is to assist Directors and Employees, to comply with their obligations under the insider trading prohibitions of the Corporations Act and to protect the reputation of the Company, its Directors and Employees.

   All Directors and Employees, should read this Policy carefully and familiarise themselves with the requirements and procedures detailed in it.

   If you have any questions about this Policy please contact the Company Secretary.

4. Definitions

   Capitalised terms used in this Policy are defined in the Schedule.

5. Key principles of insider trading prohibition
6. Conduct prohibited by law

   Under the Corporations Act, if a person possesses "inside information" in relation to Securities of the Company or any other company, the person must not:

7. Deal in those Securities; or

8. Procure another person to Deal in those Securities; or

9. directly or indirectly communicate the information, or cause the information to be communicated, to another person if the person knows, or ought reasonably to know, that the other person would, or would be likely to, Deal in those Securities in any way or Procure a third person to Deal in those Securities.

   Importantly, given the broad definition of "Procure", a person who Deals in Securities through a trust or company while in possession of inside information may contravene the insider trading prohibitions and this Policy.

10. When a person possesses inside information

    A person possesses inside information in relation to Securities of the Company or another company where:

11. the person possesses information that is not generally available and, if the information were generally available, a reasonable person would expect it to have a material effect on the price or value of the Securities; and

12. the person knows, or ought reasonably to know, that the information is not generally available and, if it were generally available, a reasonable person would expect it to have a material effect on the price or value of the Securities.

    Directors and Employees must assume that information is generally available only if it has been announced to ASX.

    A reasonable person would be taken to expect information to have a material effect on the price or value of Securities if the information would, or would be likely to, influence persons who commonly acquire Securities in deciding whether or not to acquire or dispose of the Securities.

13. A person does not need to be an "insider"

    A person can possess inside information in respect of a company, even if they are not associated in any way with that company. It is irrelevant how the inside information was obtained.

14. Penalties

    A person who Trades in Securities while they possess inside information or communicates that information in the circumstances described in paragraph 2.1(c) above may be liable for both significant civil and criminal penalties.

    In addition, a breach of this Policy may lead to disciplinary action by the Company or Group, including termination of employment with the Group.

15. Examples of inside information

    The following items are examples of information which may be inside information in relation to the Company:

16. a change in financial forecasts or expectations;

17. a proposed dividend;

18. changes in the Board of Directors or senior executives;

19. pending ASX announcements;

20. proposed changes in capital structure, including issues of securities, rights issues, the redemption of securities and capital reconstructions;

21. giving or receiving a notice of intention to make a takeover offer;

22. debt facilities and borrowings;

23. mergers, demergers, acquisitions and divestments;

24. significant changes in operations, strategy or proposed changes in the general character or nature of the business of the Company or its subsidiaries;

25. liquidity and cash flow information;

26. sales figures;

27. major or material purchases or sales of assets;

28. significant new contracts or customers;

29. an entity proposing to buy, or a securityholder proposing to sell, a substantial number of Company Securities;

30. industry issues that may have a material impact on the Company;

31. significant litigation involving the Company;

32. allegations of any breach of the law or other regulatory requirements by the Company; and

33. decisions on significant issues affecting the Company by regulatory bodies in Australia or other relevant jurisdictions (such as the Australian Securities and Investments Commission or the Australian Competition and Consumer Commission).

    This is not an exhaustive list.

34. Restrictions on trading
35. General principles

    Directors and Employees must comply with the following general principles in relation to Trading in Securities:

36. Directors and Employees must comply with the insider trading provisions of the Corporations Act at all times and must not Trade in Securities whilst in possession of inside information in respect of those in Securities; and

37. Directors and Employees must not derive personal advantage from information which is not generally available and which has been obtained by reason of their connection with the Group.

38. Short term Trading - all Directors and Employees

39. Directors and Employees must not engage in short term Trading of Company Securities.

    In general, the acquisition of Securities with a view to resale within a 6 month period