Universal Store : Amended Securities Trading Policy

For personal use only

ASX ANNOUNCEMENT

31 May 2022

Universal Store Holdings Limited

ABN 94 628 836 484

Amended Securities Trading Policy

Universal Store Holdings Limited (ASX:UNI) (Company) provides its amended Securities Trading Policy to the ASX for release to the market, in accordance with Listing Rule 10.12.

UNI notes that the mandated Blackout Periods prior to the release of half year and full year financial results, have been amended to apply from:

• the close of the ASX trading day on 30 November each year, until 10:00am AEST on the ASX trading day following the day on which the Company's half yearly results are released to the ASX;
• the close of the ASX trading day on 31 May each year, until 10:00am AEST on the ASX trading day following the day on which the Company's full year results are released to the ASX.

No other amendments were made to the Securities Trading Policy.

Authorised by:

The Board of Directors

For further information please contact:

Alice Barbery

Chief Executive Officer [phone] [e-mail]

About UNI

Universal Store is a speciality retailer of youth casual apparel in 73 stores across Australia as well as a fast- growing online channel.

The Company's strategy is to deliver a frequently changing and carefully curated selection of on-trend apparel products to a target 16-35year-old fashion focused customer. Universal Store seeks to provide a high level of customer service, consistent price proposition and a welcoming and engaging store environment. If offers a diversity of brands and styles in order to cater to the constantly evolving and widely varied tastes and trends observed in the youth apparel market.

The Company is trialling a standalone Perfect Stranger concept with three stores and an online channel.

Universal Store Holdings Limited ABN 94 628 836 484 Unit 6/2 Jenner Street, Nundah, Qld 4012

p: 07 3368 6500 f: 07 3368 6516 e: [e-mail]

For personal use only

Securities Trading Policy

1. Purpose

1. The Corporations Act 2001 (Cth) (Corporations Act) prohibits the trading in shares, options, debentures (including convertible notes) and other securities (securities) of a company by any person who is in possession of price sensitive information regarding that company that is not generally available. The Corporations Act:
2. 1. imposes substantial penalties on persons who breach those provisions; and
   2. applies to the extent of any inconsistency between it and this policy.
3. This policy regulates dealings by directors and certain officers of Universal Store Holdings Limited (ACN 628 836 484) (Universal Store or the Company) and other designated persons, in securities in Universal Store about which they acquire Inside Information through their position or dealings with Universal Store.
4. This policy is not designed to prohibit Universal Store Persons from investing in Universal Store securities, but does recognise that there may be times when directors, officers or certain employees cannot or should not invest in Universal Store securities.

2. Definitions

For the purposes of this policy:

1. "Blackout Period" has the meaning given in section 4.1 of this policy;
2. "Board" means the board of directors of the Company from time to time;
3. "Company Secretary" means the secretary of the Company from time to time;
4. "Directors and Senior Management" means each director of Universal Store, the Chief Executive Officer, the Chief Financial Officer and Company Secretary of Universal Store, Key Management Personnel and persons as the Board decides from time to time;
5. "Inside Information" has the meaning given in section 3.2 of this policy; and
6. "Key Management Personnel" has the meaning given in the Corporations Act.
7. "Universal Store Person" means:
8. 1. all Directors and Senior Management, persons who work closely with Senior Management and/or who work in the finance or strategy team, IT staff who may have access to sensitive materials, and any other employees who may come into possession of market sensitive information before the market becomes aware of such information and any other person designated a Universal Store Person by the Board in writing; and
   2. also includes:
      1. a company or trust controlled by any of the persons referred to in sub-paragraph (i) above; and

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2. for the purposes of section 4 only, a spouse (including a de facto spouse), child (including a step-child or adopted child), a close relative, a person financially dependent on or acting in concert with any of the persons referred to in sub-paragraph (i) above.

3. Insider trading

3.1 General prohibition on insider trading

1. No Universal Store Person may, while in possession of Inside Information concerning Universal Store, in breach of the Corporations Act:
2. 1. buy or sell any Universal Store securities at any time;
   2. procure another person to deal in Universal Store securities in any way; or
   3. pass on any Inside Information to another person for that person's own personal gain by dealing in Universal Store securities in any way.
3. All Universal Store Persons are prohibited from dealing in the securities of outside companies about which they acquire Inside Information through their position with Universal Store.
4. The requirements imposed by this policy are in addition to any legal prohibitions on insider trading. Trading in Universal Store securities is prohibited at any time by a director or a Universal Store Person if that person possesses Inside Information.

3.2 Inside Information

A Universal Store Person is responsible for assessing whether they possess "Inside Information". This occurs where:

1. the person possesses information that is not generally available to the public and, if the information were generally available, a reasonable person would expect it to have a material effect on the price or value of Universal Store's securities (or a decision whether or not to trade in them); and
2. 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 Universal Store's securities.

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 a person who commonly invests in securities to either deal or not deal in securities in any way. Inside Information in relation to the securities of outside companies has the same meaning for the purposes of this policy, except that references to "Universal Store's securities" should be read as references to the securities of the outside company.

4. Restrictions on trading in Blackout Periods

4.1 Blackout Periods

1. Universal Store Persons, subject to sections 4.3 and 6, may not buy or sell Universal Store securities during a Blackout Period.
2. "Blackout Periods" are times when Universal Store Persons must not deal in the Company's securities.

The following are mandated Blackout Periods:

1. from the close of the ASX trading day on 30 November each year, until 10:00am AEST on the ASX trading day following the day on which the Company's half yearly results are released to the ASX;
2. from the close of the ASX trading day on 31 May each year, until 10:00am AEST on the ASX trading day following the day on which the Company's full year results are released to the ASX;

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1. from the close of the ASX trading day two weeks prior to the date of the Company's AGM until 10:00am AEST on the ASX trading day following the date of the Company's AGM; and
2. any other period that the Board specifies from time to time.

If any of the dates referred to in clauses 4.1(b)(i)-(ii)are not ASX trading days, then the Blackout Period begins on the preceding ASX trading day.

During Blackout Periods Universal Store Persons must not deal in any of the Company's financial products or securities, or in any securities related to them.

4.2 Notifications

a) Universal Store Persons must:

i. prior to dealing in Universal Store securities outside a Blackout Period or where paragraph 5 requires the person to obtain a consent under paragraph 4.2, notify the relevant person in paragraph 4.2(c) (the Authorising Officer) of their proposed dealing and obtain consent from the Authorising Officer; and

ii. confirm that they are not in possession of any Inside Information; and

iii. within 2 Business Days of dealing with the Universal Store securities, provide the Authorising Officer with a transaction confirmation.

b) For the avoidance of doubt, the Universal Store Person seeking authorisation cannot be their own Authorising Officer.

c) Authorising Officer

Universal Store Person seeking authorisation	Authorising Officer
Chair of the Board	The chair of the Audit and Risk Committee
Other directors, Company Secretary and any other	The chair of the Board or, in his/her absence, the
Key Management Personnel	chair of the Audit and Risk Committee
Any other Universal Store Person	The Chief Executive Officer

4.3 Exceptional circumstances

a) In exceptional circumstances the Authorising Officer, has discretion to approve dealings in Universal Store securities during a Blackout Period, or other dealings that would otherwise be prohibited by this policy. Any approval given under this section 4.3(a), must be provided by electronic delivery via email. The notification requirements still apply.

b) What constitutes "exceptional circumstances" will be assessed on a case-by-case basis within the absolute discretion of the Board, and may include, without limitation, severe financial hardship or a requirement to comply with a court order or court enforceable undertaking.

4.4 Company secretary to maintain records

The Company Secretary will maintain a copy of:

1. all requests for an approval to deal in Universal Store's securities submitted by a Universal Store Person; and
2. details of all dealings in Universal Store's securities made by a Universal Store Person.

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5. Other restrictions

5.1 No speculative trading

Under no circumstances should Universal Store Persons engage in short-term or speculative trading in Universal Store securities. This prohibition includes short term direct dealing in Universal Store securities as well as transactions in the derivative markets, involving exchange traded options, share warrants, contracts for difference, and other similar instruments, which are short term or speculative.

5.2 No protection arrangements

The entering into of all types of "protection arrangements" for any Universal Store securities (or Universal Store products in the derivatives markets):

1. is prohibited at any time in respect of any Universal Store securities which are unvested or subject to a holding lock; and
2. otherwise, requires consent under paragraph 4.2.

For the avoidance of doubt and without limiting the generality of this policy, entering into protection arrangements includes entering into transactions which:

1. Amount to "short selling" of securities beyond the Universal Store Person's holding of securities;
2. Operate to limit the economic risk of any Universal Store Person's security holding (e.g. hedging arrangements) including Universal Store's securities held beneficially (for example, in trust or under any Universal Store incentive plan) on that Universal Store Person's behalf; or
3. Otherwise enable a Universal Store Person to profit from a decrease in the market price of securities.

6. Exemptions

1. Universal Store Persons may at any time:
2. 1. trade Universal Store securities where the trading does not result in a change of beneficial interest in the securities;
   2. acquire securities 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 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;
   3. transfer Universal Store securities already held into a self-managed superannuation fund or other saving scheme in which the restricted person is a beneficiary;
   4. acquire Universal Store's ordinary shares by conversion of securities giving a right of conversion to Universal Store's ordinary shares;
   5. acquire Universal Store's securities under a bonus issue made to all holders of securities of the same class;
   6. undertake to accept, or accept, a takeover offer;
   7. invest in, or trade in units of, a fund or other scheme (other than a scheme only investing in the securities of Universal Store) where the assets of the fund or other scheme are invested at the discretion of a third party;
   8. a disposal of Universal Store securities that is the result of a secured lender exercising their rights under a loan or security agreement;
   9. where a restricted person is a trustee, trade in the securities managed by that trust provided the restricted person is not a beneficiary of the trust and any decision to trade during a

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