Zimi : Revised Securities Trading Policy

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Revised Securities Trading Policy

ASX RELEASE

8 February 2022

In accordance with ASX Listing Rule 12.10, Zimi Ltd (ASX:ZMM) (Zimi, the Company) advises that it has amended its Securities Trading Policy.

A copy of the revised Securities Trading Policy is attached.

This release has been approved by the Board.

- End -

Further information: Jordan Tentori

E: [e-mail] | P: [phone]

About Zimi

Zimi connects everyday electrical products to the internet and each other to create smarter living and working spaces.

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For personal use only

ZIMI LIMITED ACN 125 345 502 (Company)

SECURITIES TRADING POLICY

For personal use only

1. INTRODUCTION

These guidelines set out the policy on the sale and purchase of securities in the Company by its Personnel.

Personnel are encouraged to be long-term holders of the Company's securities. However, it is important that care is taken in the timing of any purchase or sale of such securities.

The purpose of these guidelines is to assist Personnel to avoid conduct known as 'insider trading'. In some respects, the Company's policy extends beyond the strict requirements of the Corporations Act 2001 (Cth).

2. DEFINITIONS

In this policy:

Key Management Personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any Director (whether executive or otherwise) of that entity.

Personnel includes officers, employees, contractors or agents of the Company.

3. WHAT TYPES OF TRANSACTIONS ARE COVERED BY THIS POLICY?

This policy applies to both the sale and purchase of any securities of the Company and its subsidiaries on issue from time to time.

4. WHAT IS INSIDER TRADING?

Prohibition

Insider trading is a criminal offence. It may also result in civil liability. In broad terms, a person will be guilty of insider trading if:

1. that person possesses information which is not generally available to the market and, if it were generally available to the market, would be likely to have a material effect on the price or value of the Company's securities (i.e. information that is 'price sensitive'); and
2. that person:
3. 1. buys or sells securities in the Company; or
   2. procures someone else to buy or sell securities in the Company; or
   3. passes on that information to a third party where that person knows, or ought reasonably to know, that the third party would be likely to buy or sell the securities or procure someone else to buy or sell the securities of the Company.

Dealing through third parties

The insider trading prohibition extends to dealings by individuals through nominees, agents or other associates, such as family members, family trusts and family companies (referred to as "Associates" in these guidelines).

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Information however obtained

It does not matter how or where the person obtains the information - it does not have to be obtained from the Company to constitute inside information.

Confidential Information

Employees and directors also have a duty of confidentiality to the Company. A person must not reveal any confidential information concerning the Company, use that information in any way which may cause loss to the Company, or use that information to gain an advantage for themselves or anyone else.

Limiting Risk

Employees, directors and officers must not enter into transactions or arrangements which operate to limit the economic risk of their security holding in the company without first seeking and obtaining written acknowledgement from the Chairman.

Employee share schemes

The prohibition does not apply to acquisitions of shares, performance rights or options by employees made under employee share, rights or option schemes, nor does it apply to the acquisition of shares as a result of the exercise of options or conversion of performance rights under an employee share scheme. However, the prohibition does apply to the sale of shares acquired under an employee share scheme and also to the sale of shares acquired following the exercise of an option or performance right granted under an employee option scheme.

5. GUIDELINES FOR TRADING IN THE COMPANY'S SECURITIES

General rule

Personnel must not, except in exceptional circumstances deal in securities of the Company during the following periods:

1. In the seven (7) days prior to, and 48 hours after the release of the Company's
   Annual Financial Report;
2. In the seven (7) days prior to, and 48 hours after the release of the Consolidated Interim Financial Report of the Company; and
3. In the seven (7) days prior to, and 48 hours after the release of the Company's quarterly reports,

(together the Closed Periods).

The Company may at its discretion vary this rule in relation to a particular Closed Periods by general announcement to all Personnel either before or during the Closed Periods.

Permission Required

Personnel must not, except in exceptional circumstances, deal in securities of the Company without receiving prior written approval in accordance with the process detailed below.

Price Sensitive Information

However, if any Personnel is in possession of price sensitive information which is not generally available to the market, then he or she must not deal in the Company's securities at any time.

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No short-term trading in the Company's securities

Key Management Personnel should never engage in short-term trading of the Company's securities except for the exercise of options where the shares will be sold shortly thereafter.

Securities in other companies

Buying and selling securities of other companies with which the Company may be dealing is prohibited where an individual possesses information which is not generally available to the market and is 'price sensitive'. For example, where an individual is aware that the Company is about to sign a major agreement with another company, they should not buy securities in either the Company or the other company.

Exceptions

1. Personnel may at any time:
2. 1. acquire ordinary shares in the Company by conversion of securities giving a right of conversion to ordinary shares;
   2. acquire Company securities under a bonus issue made to all holders of securities of the same class;
   3. acquire Company securities under a dividend reinvestment, or top-up plan that is available to all holders or securities of the same class;
   4. acquire, or agree to acquire or exercise options under an employee incentive scheme (as that term is defined in the ASX Listing Rules), such as a Company Share Option Plan;
   5. withdraw ordinary shares in the Company held on behalf of the Personnel in an employee incentive scheme (as that term is defined in the ASX Listing Rules) where the withdrawal is permitted by the rules of that scheme;
   6. acquire ordinary shares in the Company as a result of the exercise of options held under an employee option scheme;
   7. transfer securities of the Company already held into a superannuation fund or other saving scheme in which the restricted person is a beneficiary;
   8. make an investment in, or trade in units of, a fund or other scheme (other than a scheme only investing in the securities of the Company) where the assets of the fund or other scheme are invested at the discretion of a third party;
   9. where a restricted person is a trustee, trade in the securities of the Company by that trust, provided the restricted person is not a beneficiary of the trust and any decision to trade during a prohibited period is taken by the other trustees or by the investment managers independently of the restricted person;
   10. undertake to accept, or accept, a takeover offer;
   11. trade 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 and 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 decisions relating to whether or not to take up the entitlements and the sale of entitlements required to

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