Accent : Updated Policy for Dealing in Securities

ASX Announcement

Updated policy for dealing in securities

31 August 2020

Accent Group Limited (ASX:AX1) advises that it has updated its Policy for Dealing in Securities.

A copy of the updated policy is attached and available on the Corporate Governance section of Company's website at: http://www.accentgr.com.au/for-investors/corporate-governance/.

Authorised for lodgement by:

Celesti Harmse

Company Secretary

For further information contact: Matthew Durbin, Chief Financial Officer, T: [phone]

POLICY FOR DEALING IN SECURITIES

1. Introduction

Insider trading occurs when a person, in possession of information about a company that is both price-sensitive (as defined in section 1042D of the Corporations Act 2001 (Cth) (Corporations Act)) and not generally available (as defined in section 1042C of the Corporations Act), engages in any of the following activities:

• dealing in the company's securities
• communicating the price-sensitive information to others who might deal in the securities; or
• procuring another person to trade in the company's securities.

Insider trading is a criminal offence. It is punishable by substantial fines or imprisonment or both. Insider trading may also attract civil penalties. A court may impose substantial pecuniary penalties on persons who engage in insider trading and order payment of compensation to shareholders who suffer loss or damage as aresult.

The purpose of this Policy isto:

• explain the types of conduct in dealing in securities that are prohibited under the Corporations Act. Such prohibitions apply to all directors, contractors and employees of Accent Group Limited and/or its subsidiaries from time to time (the Company); and
• establish a best practice procedure for the buying and selling of Company securities that protects the Company and its directors, contractors and employees against the misuse of unpublished information which could materially affect the price or value of the Company's securities.

This Policy applies to:

• all directors and officers of the Company;
• all members of senior management, contractors and employees with access to price- sensitive or 'inside' information (including all Key management personnel, as defined below) (Designated Officers);
• all employees of the Company (collectively, Employees); and
• all Connected Persons (as defined below) of each of the above persons.

In this Policy:

• the persons listed above will be collectively referred to as Relevant Persons;
• Key management personnel means those persons named as key management personnel in the Company's Remuneration Report ; and
• Connected Person means, in relation to an Employee:

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• a close family member of an Employee (this may include that Employee's partner, spouse and minor children);
• a company or other entity of which an Employee is a director or chief executive;and
• any other company, entity or family trust in respect of which an Employee or the Employee's close family member has an ability to control or has an interest in.

Any non-compliance with this Policy will be regarded as serious misconduct which may entitle the Company to take disciplinary action.

2. Restrictions on Dealing inSecurities Definitions

In this Policy:

• Dealing or trading (singular use deal or trade) includes:
• 1. any acquisition or disposal of any securities of the Company;
  2. entering into any agreement to apply for, acquire or dispose of any securities in the Company; and
  3. the grant, acceptance, acquisition, disposal, exercise or discharge of any option or other right or obligation to acquire or dispose of any securities of the Company.
• Securities (singular use security) include:
• 1. any shares (including ordinary shares, partly paid shares and preference shares);
  2. hybrid securities;
  3. debentures;
  4. legal or equitable rights or interests in (a) to (c) above; and
  5. any derivatives including but not limited to options in respect of any of (a) to (c) above.

No trading where in possession of inside information

A person who possesses price sensitive or 'inside' information about an entity's securities is generally prohibited from trading in those securities under insider trading laws. This prohibition applies to a Relevant Person even where:

• the trading occurs at a time that would otherwise be outside a black-out period specified in this Policy;
• the trading falls within an exclusion in this Policy; or
• the Relevant Person has been given approval under this Policy to trade (whether in exceptional circumstances or otherwise).

A Relevant Person must not deal in the Company's securities where:

• they are in possession of price sensitive or 'inside' information that is not generally available; or

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• the Company is in possession of price sensitive or 'inside' information that is not generally available and has notified Relevant Persons that they must not deal in securities (either for a specified period, or until the Company gives further notice).

The central test of what constitutes price sensitive or 'inside' information is found in section 1042A of the Corporations Act. It provides that the insider trading and continuous disclosure rules apply to information concerning a company that a reasonable person would expect to have a material effect on the price or value of securities in the company (price sensitive or 'inside' information).

Information is regarded as being likely to have a material effect if it would, or would be likely to, influence persons who commonly invest in securities or other traded financial products in deciding whether or not to deal in the Company's securities.

Information is generally available if:

1. it consists of readily observable matter or deductions;
2. it has been brought to the attention of investors through an announcement to ASX Limited (ASX) or otherwise similarly brought to the attention of investors who commonly invest in securities, and a reasonable period has elapsed since it was announced or brought to investors' attention; or
3. it consists of deductions, conclusions or inferences made or drawn from information referred to in paragraphs (a) or (b) above.

Given the above, before a Relevant Person trades in the Company's securities, they should consider carefully whether they are in possession of any price sensitive or 'inside' information that might preclude them from trading at that time, and if they have any doubt on that score, they should not trade.

Other prohibited dealings - Blackout periods

Directors, officers and Designated Officers must not deal in the Company's securities during any of the following blackout periods:

• the period from the close of trading on the last day of each financial year until 10am on the second trading day after the Company announces its full year results to the ASX;
• the period from the close of trading on the last day of the first half of each financial year until 10am on the second trading day after the Company announces its half-yearly results to the ASX; and
• any other period that the Company specifies from time to time.

Exceptional Circumstances

If a director, officer or Designated Officer needs to deal in securities due to exceptional circumstances but such dealing would breach this Policy, the director, officer or Designated Officer may apply to the Chair of the Board (in the case of directors other than the Chair, officers and Designated Officers, and their Connected Persons) or the Board or most senior director (for the Chair) for a waiver from compliance with the provisions of paragraph 2 (other than the restriction in

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