4DS Memory : Updated Securities Trading Policy

For personal use only

4DS MEMORY LIMITED

ACN 145 590 110

(Company)

Corporate Governance Policies

Securities Trading Policy

Revised 22 February 2022

For personal use only

1. Introduction

The shares of the Company are listed on the Australian Securities Exchange (ASX).

This policy outlines:

1. when Directors, senior management and other employees of the Company may deal in Company Securities;
2. when Directors, senior management and other employees of the Company may deal in securities of another publicly traded entity (because they may obtain inside information about another entity's securities while performing their duties for the Company); and
3. procedures to reduce the risk of insider trading.

2. Defined Terms

In this policy:

Black Out Periods means:

1. two weeks prior to, and 24 hours after the release of the Company's Annual Financial Report;
2. two weeks prior to, and 24 hours after the release of the Half Year Financial Report of the Company; and
3. two weeks prior to, and 24 hours after the release of the Company's quarterly reports (if applicable),

(together the Black Out Periods).

The Company may at its discretion vary this rule in relation to particular Black Out Periods by general announcement to all employees and Directors either before or during the Black Out Periods. However, if any employee of Director 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.

Clearance Officer means persons appointed by the Company from time to time who are responsible for processing the securities dealing clearance.

Company Securities includes shares, debentures, rights, options and any other financial products of the Company traded on any stock exchange.

Designated Person means a Director or person having authority for planning, directing and controlling the activities of the Company, directly or indirectly, whether as an employee or consultant, and any other person who, from time to time, is notified by the Company that they are deemed a designated person.

Key Management Personnel means a person having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

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Securities Dealing Clearance Request means the form set out as Attachment B to this policy.

3. Insider Trading

If a person has information about securities and the person knows, or ought reasonably to know, that the information is inside information, it is illegal for the person to:

1. deal in the securities;
2. procure another person to deal in the securities; or
3. give the information to another person (also known as "tipping") who the person knows, or ought reasonably to know, is likely to:
4. 1. deal in the securities; or
   2. procure someone else to deal in the securities.

Insider trading is a criminal offence. It is punishable by substantial fines or imprisonment or both. A company may also be liable if an employee or Director engages in insider trading.

Insider trading may also attract civil penalties. A court may impose substantial pecuniary penalties for insider trading and order payment of compensation to persons who suffer loss or damage because of insider trading.

4. What is Inside information?

Inside information is information that:

1. is not generally available; and
2. if it were generally available, would, or would be likely to, influence persons who commonly invest in securities in deciding whether to acquire or dispose of the relevant securities.

Information is generally available if it:

1. is readily observable;
2. has been made known in a manner likely to bring it to the attention of persons who commonly invest in securities of the relevant type and a reasonable period for that information to be disseminated has elapsed since it was made known; or
3. consists of deductions, conclusions or inferences made or drawn from information falling under paragraphs 4(a) or 4(b)above.

5. What is Dealing in Securities?

Dealing in securities includes:

1. applying for, acquiring, or disposing of, securities;
2. entering into an agreement to apply for, acquire, or dispose of, securities; and

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1. granting, accepting, acquiring, disposing, exercising or discharging an option or other right or obligation to acquire or dispose of securities.

6. When Employees May Deal

An employee (who is not a Designated Person) may deal in Company Securities or the listed securities of another entity if he or she does not have information that he or she knows, or ought reasonably to know, is inside information in relation to Company Securities or those securities of the other entity.

7. When Employees May Not Deal

An employee (who is not a Designated Person) may not deal or procure another person to deal in Company Securities or the listed securities of another entity if he or she has information that he or she knows, or ought reasonably to know, is inside information in relation to Company Securities or those securities of the other entity.

1. When a Designated Person May Deal
2. 1. A Designated Person may only deal in Company Securities if he or she has complied with clause 11 below.
   2. A Designated Person may deal in the securities of another publicly traded entity if he or she does not have information that he or she knows, or ought reasonably to know, is inside information in relation to those securities.
3. When a Designated Person May Not Deal

Subject to clause 10, a Designated Person may not deal or procure another person to deal in Company Securities:

1. during Black Out Periods;
2. if he or she has information that he or she knows, or ought reasonably to know, is inside information in relation to Company Securities;
3. if he or she has not complied with paragraph 11 below.

A Designated Person may not deal or procure another person to deal in the listed securities of another entity if he or she has information that he or she knows, or ought reasonably to know, is inside information in relation to those securities.

10. Exceptional Circumstances

A Designated Person, who is not in possession of inside information in relation to Company Securities, may be given clearance by a Clearance Officer to sell or otherwise dispose of Company Securities during a Black Out Period in any of the following exceptional circumstances:

1. if the Designated Person is in severe financial hardship. A Designated Person may be in severe financial hardship if he or she has a pressing financial commitment that cannot be satisfied otherwise than by selling the relevant Company Securities;

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1. if the Designated Person is required by a court order, or there are other enforceable undertakings, for example in a bona fide family settlement, to transfer or sell the Company Securities or there is some other overriding legal or regulatory requirement for the Designated Person to do so;
2. in any other circumstances that may be deemed exceptional by the Chairman of the Company (or the Board if the Chairman is involved).

The Designated Person seeking clearance must satisfy a Clearance Officer or the Chairman or the Board (as applicable) that the Designated Person is in severe financial hardship or that their circumstances are otherwise exceptional and that the proposed sale or disposal of the relevant Company Securities is the only reasonable course of action available.

11. Securities Dealing Clearance

Before dealing in Company Securities, a Designated Person must submit a Securities Dealing Clearance Request.

A Clearance Officer may only give clearance during periods that are not Black Out Periods or in any of the exceptional circumstances listed in clause 10. However, a Clearance Officer may not give clearance during those periods or circumstances if:

1. there is a matter about which there is inside information in relation to Company Securities (whether or not the Designated Person knows about the matter) when the Designated Person requests clearance or proposes to deal in Company Securities; and
2. a Clearance Officer has any other reason to believe that the proposed dealing breaches this policy.

Any clearance given by a Clearance Officer shall be for a specified duration as determined by a Clearance Officer.

A Clearance Officer must keep a written record of:

1. any information received from a Designated Person in connection with this policy; and
2. any clearance given under this policy.

12. Dealings by Associated Persons and Investment Managers

If a Designated Person may not deal in the Company Securities, he or she must take all reasonable and necessary steps to prevent any dealing in the Company Securities by:

1. any associated person (including family or nominee companies and family trusts); or
2. any investment manager on their behalf or on behalf of any associated person.

13. Excluded Trading

Notwithstanding clauses 9(a) and 9(c) but subject to clause 9(b), the following types of trading are excluded from the operation of this policy:

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