Regal Partners : Revised Securities Trading Policy

For personal use only

Regal Partners Limited

ABN 33 129 188 450

Level 47 Gateway, 1 Macquarie Place

Sydney NSW 2000 Australia

T. [phone]

www.regalpartners.com

AFSL No. 321789 | SEC Registered

8 June 2022

ASX Market Announcements Office

ASX Limited

Exchange Centre

20 Bridge Street

Sydney NSW 2000

REVISED SECURITIES TRADING POLICY

Regal Partners Limited revised its Securities Trading Policy with effect from 6 June 2022. The revised policy is attached in accordance with ASX Listing Rule 12.10.

AUTHORISED FOR RELEASE BY:

Ian Cameron, Joint Company Secretary

INVESTOR CONTACT INFORMATION:

Ingrid Groer, CFA Regal Partners Limited

Phone: [phone] (inside Australia)

[phone] (outside Australia) Email: [e-mail]

For personal use only

Securities Trading Policy

Regal Partners Limited ACN 129 188 450

1. Background

1. The principal insider trading prohibition is section 1043A of the Corporations Act. Subject to limited exceptions, it prohibits a person who has Inside Information relating to Company Securities or the Securities of another entity from:
2. 1. Dealing in relevant Securities;
   2. procuring another person to do so; or
   3. communicating, directly or not, Inside Information to someone else when the insider knows, or ought reasonably to know, that the other person would or is likely to:
   4. 1. Deal in relevant Securities; or
      2. procure another person to do so.
3. It does not matter how the insider received the information.
4. Insider trading is a criminal offence, punishable by substantial fines, imprisonment or both. The Company may also be liable if a Relevant Person engages in insider trading.
5. Insider trading may also attract civil penalties. A court may impose substantial pecuniary penalties, and order compensation be paid to persons suffering related loss or damage.

2. Interpretation

Capitalised words and phrases are defined terms. For definitions, see clause 18.

3. Introduction

1. The ordinary shares of the Company are quoted on ASX.
2. This policy applies in conjunction with the Group's other policies regarding trading in Securities and outlines:
3. 1. when Relevant Persons and Associates must notDeal in Company Securities;
   2. when Relevant Persons and Associates must notDeal in Securities of another entity; and
   3. certain limited exceptions to the restrictions in Dealing in Company Securities which are contained in this policy.
4. Notwithstanding any other provision of this policy, this policy applies only to Company Securities and Securities which the Company is or may be able to invest in.
5. The purpose of this policy is to ensure compliance with all applicable laws and to minimise the scope for misunderstandings or suspicions regarding Relevant Persons and Associates trading in Securities while in possession of Insider Information.

4. What is Inside Information?

1. Inside Information is information that:
2. 1. is not generally available; and
   2. if it were generally available, would, or would be likely to, influence persons who normally invest in Securities in deciding whether to acquire or dispose of the relevant securities.

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1. Information is generally available if it:
2. 1. is readily observable;
   2. has been made known in a way that is likely to bring it to the attention of persons who normally invest in the relevant type of securities, and a reasonable time for the information to be circulated has since passed; or
   3. consists of deductions, conclusions or inferences drawn from information that has been made known in that way or is readily observable.
3. Inside Information is also known as 'material price-sensitive information'. It need not relate only to the Company. It could also be information about a customer, or supplier of the Company, or an entity into which the Company has invested or a party with whom the Company is discussing future opportunities or negotiating a significant transaction.
4. In order to minimise the risk of insider trading, and to otherwise comply with the continuous disclosure obligations under the Corporations Act and the ASX Listing Rules, the Company must immediately disclose to the market any material price-sensitive information not otherwise excluded from disclosure in accordance with the Company's continuous disclosure obligations.
5. Material price-sensitive information is Inside Information even if it does not trigger a disclosure obligation under the continuous disclosure regime in the Corporations Act and the ASX Listing Rules.
6. The Corporations Act imposes severe penalties (both criminal and civil) on persons who conduct insider trading activities. Any perception of improper conduct by Relevant Persons also has the potential to substantially damage the Company's reputation.

5. What is Dealing in Securities?

1. Dealing in Securities includes:
2. 1. applying for, acquiring or disposing of, Securities;
   2. entering into an agreement to do so; or
   3. granting, accepting, acquiring, disposing, exercising or discharging an option or other right or obligation to acquire or dispose of Securities.
3. Dealing in Company Securities can include, but is not limited to:
4. 1. buying or selling Company Securities by way of an on-market or off-market transaction;
   2. granting, acquiring or disposing of a beneficial interest in Company Securities, such as through a trust that holds Company Securities;
   3. applying for, acquiring or exercising options or rights over Company Securities;
   4. acquiring Company Securities (or an interest in them) under any equity incentive plan operated by the Company;
   5. accepting, or taking up entitlements under, a dividend reinvestment plan, rights issue, bonus issue, share purchase plan or any other offer of Securities made by the Company;
   6. accepting an offer under a takeover bid for Company Securities;
   7. entering into a Derivative; and
   8. agreeing to do any of the above things.

6. When a Relevant Person or their Associates must not Deal

6.1 A Relevant Person (or his or her Associate) must not, in any circumstances, Deal or procure another person to Deal in Company Securities, if they are in possession of Inside Information in relation to Company Securities.

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6.2 A Relevant Person (or his or her Associate) must not, in any circumstances, Deal or procure another person to Deal in Securities relating to another entity, if they are in possession of Inside Information in relation to those Securities.

7. "Front page" test

7.1 Each Relevant Person and his or her Associates should use the "front page" test as a general rule before Dealing with Company Securities or Securities relating to another entity. The "front page" test requires each person to ask:

'If the market was aware of all the current circumstances surrounding the Company, could the proposed Dealing be perceived by the market as the Relevant Person or his or her Associate taking advantage of his or her position in an inappropriate way? What will the public perception be if it were reported on the front page of the newspaper?'

7.2 Any Dealing in Company Securities or Securities of another entity under this policy must not be made if that Dealing would fail the "front page" test.

8. Notification of periods when trading is permissible

The Chief Financial Officer will endeavour to notify each Relevant Person of times when he or she is permitted to buy or sell Company Securities.

9. Blackout periods for Relevant Persons and Associates to Deal in Company Securities

1. In addition to the overriding prohibition on Dealing when a person is in possession of Inside Information in accordance with this Policy and subject to the restrictions contained in clause 9.2, Relevant Persons and Associates are only permitted to deal in Company Securities with the prior approval of the Clearance Officer (see section 11).
2. Notwithstanding clause 9.1 above, Relevant Persons and Associates are notpermitted to Deal in Company Securities in the following periods (each a 'blackout period'):
3. 1. the period beginning 30 June each year and ending at the commencement of trading on the first trading day after the release of the Company's half-year results to ASX;
   2. the period beginning 31 December each year and ending at the commencement of trading on the first trading day after the release of the Company's full-year results to ASX; and
   3. any other period determined by the Board.

10. Exceptions

1. A Relevant Person or an Associate may Deal in Company Securities if he or she is not in possession of Inside Information at the time of the proposed Dealing and has obtained Clearance in accordance with clause 11.2.
2. Notwithstanding any other provision of this policy (other than clause 9.1 and clause 10.3), a Relevant Person or Associate may at any time, provided that the Relevant Person or Associate has provided a notification in accordance with clause 11.1:
3. 1. Deal in Company Securities under an offer or invitation made by the Company to all or most of its ordinary shareholders - such as an offer or invitation under a rights issue, bonus issue, equal access buy-back or in lieu of a cash dividend (and including, without limitation, decisions relating to whether or not to take up entitlements, and the sale of entitlements required to provide for the take-up of the balance of entitlements, under a renounceable rights issue) - or under an equal reduction of capital undertaken by the Company;

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1. undertake a Dealing which involves or results from an acquisition of Securities under a security purchase plan or a dividend reinvestment plan where the Relevant Person or his or her Associate:
2. 1. did not commence or amend their participation in the plan during a prohibited period; and
   2. did not withdraw from the plan during a prohibited period other than in exceptional circumstances;
3. undertake to accept, or accepting, an offer for Company Securities made under a takeover bid or disposing of Company Securities under a court-approved compromise or arrangement under Part 5.1 of the Corporations Act;
4. undertake a Dealing in units of or interests in, a fund or other scheme (other than a scheme investing primarily in Company Securities) whereby the assets of that fund or scheme are invested at a third party's sole discretion;
5. undertake a Dealing of Company Securities as a result of a change in the trustee of a trust;
6. accept an offer to acquire Company Securities, or acquire Company Securities, under any equity incentive plan that the Board from time to time determines is a plan to which this clause 10.2 applies;
7. exercise (but not sell Company Securities following exercise) an option or right under an equity incentive plan, or convert a convertible security, where the final date for exercise or conversion falls during a prohibited period, and the Company has been in an exceptionally long prohibited period or has had a number of consecutive prohibited periods and exercise or conversion could not reasonably have occurred outside a prohibited period and provided that the Clearance Officer has confirmed that the exercise is permitted;
8. undertake a Dealing which involves or results in the forfeiture, lapse, cancellation or surrender of Company Securities under an equity incentive plan;
9. undertake a Dealing which involves or results in an off-market transaction involving the transfer or other disposal of Company Securities between a Relevant Person or Associate and any of the following:
10. 1. an Associate of the Relevant Person (or, in the case of an Associate, the Relevant Person (as applicable));
    2. a company, trust or other entity over which the, Relevant Person or Associate of that Relevant Person (as applicable) has control or significant influence (whether alone or jointly with any of their close Associates); or
    3. a superannuation fund or other pension or saving scheme in which the Relevant Person or an Associate of that Relevant Person is a beneficiary;
11. undertake a Dealing in Company Securities or communicate information pursuant to a requirement imposed by law; or

10.3 All Dealings referred to in clauses 10.1 and 10.2 are subject to the overriding inside trading prohibition - that is, a Relevant Person or their Associate must not Deal if he or she has Inside Information in relation to Company Securities.

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