IDP Education : Securities Trading Policy

For personal use only

ASX Announcement

16 December 2021

IDP Education Ltd

ABN 59 117 676 463

Level 10, 697 Collins Street

DOCKLANDS VIC 3008

Tel [phone]

Fax [phone]

Revised Securities Trading Policy

Attached is a copy of IDP Education Limited's (ASX: IEL) revised Securities Trading Policy lodged with the ASX in accordance with ASX Listing Rule 12.10. A copy of the Securities Trading Policy is available on the corporate governance section of the IDP website.

The release of this announcement was authorised by Ashley Warmbrand, Company Secretary.

- END -

www.idp.com

www.ieltsessentials.com

For personal use only

IDP Education Limited

Securities Trading Policy

1 Introduction

1. Purpose of this Policy
   This Securities Trading Policy (Policy) sets out the policy of IDP Education Limited (the Company) on dealings in Securities of the Company, and in Securities of other companies with which the Company may be dealing (including its customers, contractors or business partners) by Company Personnel.
   Certain capitalised terms have the meaning give to them in Section 11 of this Policy.
   The purpose of this Policy is to assist Company Personnel to avoid conduct that would constitute the offence of 'insider trading' under the Australian Corporations Act. In some respects, this Policy extends beyond the strict requirements of the Australian Corporations Act, so as to avoid any appearance or allegations of impropriety in dealings with Securities by Company Personnel.
   This Policy sets out:
2. 1. a description of what conduct may constitute insider trading;
   2. what dealings are acceptable (falling outside the prohibitions imposed by this Policy);
   3. the Blackout Periods for the Company;
   4. the procedures to be followed when dealing in Securities;
   5. restrictions on certain types of dealing in Securities
   6. exceptional circumstances allowing disposal of Company Securities during Blackout Periods; and
   7. the consequences for breaching this Policy.
3. Application
   This Policy applies generally to all Company Personnel. Additional responsibilities apply to Designated Officers, as set out in section 4 of this Policy.
4. Consequences of breach
   Under the Australian Corporations Act, insider trading is a criminal offence, attracting potential fines and imprisonment. Civil penalties and compensation may also be ordered against a person engaging in insider trading.
   In addition to the consequences applicable under law, Company Personnel who fail to adhere to the requirements of this Policy face disciplinary action, potentially including dismissal.
5. Responsibility
   Each Company Person has an individual responsibility to ensure that he or she complies with both the law relating to insider trading and the other requirements of this Policy. This Policy is only a general guide in relation to complex legal provisions, and should not be taken as legal advice.
   If at any stage you are in doubt as to your freedom to deal in Securities, you should consult the Company Secretary. Any guidance obtained from the Company Secretary, a director or other

For personal use only

IDP Education Limited

Securities Trading Policy

officer of the Company will not affect your individual responsibility to comply with your obligations under this Policy.

2 What is insider trading?

2.1 Prohibition on insider trading

The Australian Corporations Act prohibits a person from engaging in insider trading, and Company Personnel are prohibited by this Policy from engaging in insider trading.

In broad terms, a person will have engaged in insider trading if:

1. that person possesses Inside Information in relation to Securities; and
2. that person:
3. 1. buys or sells Securities that are the subject of the Inside Information, or agrees to do so;
   2. procures someone else to buy or sell the Securities that are the subject of the Inside Information, or agrees to do so; or
   3. passes on that Inside Information to a third party where that person knows, or ought reasonably to know, that the third party would be likely to use the information to do any of the above things.

The insider trading prohibition applies in relation to conduct of Company Personnel on their own behalf, or on behalf of another person. Additionally, a Company Person may engage in insider trading if, while the Company Person is in possession of Inside Information, another person engages in the conduct described above on the Company Person's behalf.

1. What constitutes 'Inside Information'?
   'Inside Information' means, in relation to any Securities, any information that is not generally available and that, if it were generally available, a reasonable person would expect to have a material effect on the price or value of the relevant Securities.
2. Not limited to information about the Company's Securities
   The prohibition on insider trading in section 2.1 above does not apply just to Inside Information about the Company's Securities - it applies equally to where Inside Information is held by a Company Person in respect of another company's Securities.
3. Information however obtained
   It does not matter how or where the person obtains the Inside Information - it does not have to be obtained from the Company to constitute Inside Information.
   You cannot avoid the insider trading prohibition by arranging for a member of your family or a friend to deal in the Company's Securities nor may you give "tips" concerning Inside Information relating to the Company to others.
4. When is information 'generally available'?
   Information is 'generally available' (and therefore does not constitute Inside Information) where the information:
5. 1. is readily observable;
   2. has been brought to the attention of investors by an ASX announcement or similar communication made to the general public and a reasonable period for its dissemination has elapsed since the announcement; or

page 2

For personal use only

IDP Education Limited

Securities Trading Policy

1. is able to be deduced, concluded or inferred from other generally available information. The Company will usually make information generally available by releasing it to the ASX.

2.6 Penalties

Breaching the insider trading prohibition may subject you to:

1. criminal liability (including heavy fines and imprisonment);
2. civil liability;
3. civil penalty provisions.

Breaching the law, this policy, or both, will be regarded by the Company as serious misconduct which may lead to disciplinary action or dismissal.

2.7 Examples of Inside Information

To illustrate the prohibition described above, the following are possible examples of price sensitive information which, if not generally available, may constitute Inside Information:

1. a change in the Company's forecast or expectations;
2. a proposed major acquisition or disposal of assets;
3. a proposed or actual takeover;
4. a proposed new issue of Securities;
5. a matter which may have an adverse effect on the Company's reputation;
6. an event which may have a material impact on the Company's operations;
7. a material legal dispute; or
8. a significant change in senior management of the Company or of another entity. The above is not an exhaustive list of Inside Information.

3 Acceptable dealings in Company Securities

Not all dealings are subject to the prohibitions set out in this Policy. Examples of trades not subject to this Policy include:

1. where the trade would result in no change in beneficial interest in the Company's Securities (eg, Securities in the Company already held in the Company Person's superannuation fund in which that Company Person is a beneficiary are transferred to that Company Person, or vice versa);
2. an investment in, or trading in units of, a fund or other scheme (other than a scheme only investing in Securities of the Company) where the assets of the fund or other scheme are invested at the discretion of a third party;
3. where the Company Person is a trustee, trading in Company Securities by that trust provided that:
4. 1. the Company Person is not a beneficiary of the trust; and
   2. any decision to trade during a Blackout Period is taken by the other trustees or by the investment managers independently of the Company Person;
5. undertakings to accept, or the acceptance of, a takeover offer;
6. participating in an offer or invitation made to all or most of the Company's Security holders, such as a rights issue, a security purchase plan, a dividend or distribution

page 3

For personal use only

IDP Education Limited

Securities Trading Policy

reinvestment plan or an equal access buy-back plan, where the plan that determines the timing and structure of the offer has been approved by the Board; and

1. the exercise (but not the sale of Securities following exercise) of an option or a right under an employee incentive scheme of the Company, or the conversion of a convertible security, where the final date for the exercise of the option or right, or the conversion of the security, falls during a Blackout Period.

4 Blackout Periods for trading by Designated Officers

1. Trading by Designated Officers and their Connected Persons in the Company's Securities
   In addition to the general prohibition on trading at any time while in possession of Inside Information, the Company has identified certain periods of time as Blackout Periods, during which Designated Officers and their Connected Persons must not deal in the Company's Securities (see section 4.2).
2. Blackout Periods
   The following are the Blackout Periods during which Designated Officers must not deal in the Company's Securities:
3. 1. from the end of the relevant half year and financial year until the opening of trading on ASX on the first business day after the day of release of the Company's half-yearly results and preliminary final results (as applicable) to the ASX;
   2. in the two weeks prior to the annual general meeting of the Company; or
   3. for any other period where the Chairman or the Company Secretary has advised that there is a Blackout Period in place.

This prohibition extends to any dealing by a Designated Officer's Connected Persons.

Even outside these Blackout Periods, Designated Officers (and their Connected Persons) may still possess Inside Information which will prohibit them from dealing in the Company's Securities under section 2.1.

1. Participation in rights issues and employee share plans during Blackout Periods
   As contemplated in section 3, a Designated Officer (and any Connected Person) may:
2. 1. participate in rights issues or similar capital raisings offered to all Company shareholders even where the offer is made, or acceptance of the offer must occur, within a Blackout Period; and
   2. exercise options to subscribe for Company Securities that are granted under an employee equity incentive scheme during a Blackout Period. However, any dealings with the resulting Securities will be subject to the requirements of this Policy, including the restrictions that apply during Blackout Periods.
3. Obligation to inform Connected Persons
   Each Designated Officer must ensure that their Connected Persons are made aware of:
4. 1. the position that the Designated Officer holds with the Company;
   2. the Blackout Periods during which they must not deal in the Company's Securities; and
   3. the other restrictions in this policy that apply to Designated Persons as those restrictions also apply to the Connected Persons.

page 4