Prospa : PGL Securities Dealing Policy update

Release date: 30 November 2021

Securities Dealing Policy

	Prospa Group Limited (ASX: PGL) ("Prospa" or "Company") makes this announcement in accordance with ASX Listing
	Rule 12.10.
	The Company would like to advise that it has updated its Securities Dealing Policy. A copy of the updated Securities
onlyDealing Policy is attached.
use
	The revised version amends the blackout periods in which Restricted Persons cannot deal in Prospa securities.
	This announcement has been authorised for release by the Company Secretary.
					ENDS
	For further information contact:
personalFor
Company Secretary		Investor Relations
		Nicole Johnschwager		Sharon Chang
		General Counsel and Company Secretary		Corporate Communications Manager
		e: [e-mail]		e: [e-mail]

For personal use only

Securities Dealing

Policy

Prospa Group Limited

ACN 625 648 722

Version Control	Date	Description of change
V 201805.1	17 May 2018	Original copy
		Board approved May 2018
V 202011.1	17 November 2020	Additional blackout period included
V 202111.1	29 November 2021	Amendments to 4.1 and 4.3

Securities Dealing Policy

For personal use only

1. WHAT IS THIS POLICY ABOUT?

The purpose of this Policy is to:

• ensure that public confidence is maintained in the reputation of the Company and its related bodies corporate (together, the Group), the directors and employees of the Group and in the trading of the Company's securities;
• explain the Company's policy and procedures for the buying and selling of securities to assist the Group's directors and employees; and
• recognise that some types of dealing in securities are prohibited by law.

The Company will take a substance over form approach and will have regard to the intent and spirit of this Policy when applying and enforcing it.

2. WHO MUST COMPLY WITH THIS POLICY?

This Policy applies to all directors of the Company (Directors) and employees of the Group (collectively, Employees).

Certain aspects of this Policy apply only to Restricted Persons who, for the purposes of this Policy, are:

• Directors;
• other key management personnel of the Company and direct reports to the CEO (Senior Executives); and
• other persons who regularly possess inside information and who have been advised by the Company Secretary that they are subject to special restrictions under this Policy (Nominated Employees).

Restricted Persons must also take steps in relation to dealings by their "Connected Persons". See section 4.9 for further information.

3. RESTRICTIONS TO ALL EMPLOYEES

3.1 No dealing while in possession of inside information

Employees must not deal in the Company's securities if:

• they are aware of Inside Information in relation to the Company; or
• the Company has notified Employees that they must not deal in securities (either for a specified period, or until the Company gives further notice).

Inside Information is information that:

• is not generally available to the market; and
• if it were generally available to the market, a reasonable person would expect it to have a material effect (upwards or downwards) on the price or value of a security.

3.2 The Front Page test

It is important that public confidence in the Group is maintained. It would be damaging to the Group's reputation if the market or the general public perceived that Employees might be taking

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advantage of their position in the Group to make financial gains (by dealing in securities on the basis of Inside Information).

As a guiding principle, Employees should ask themselves:

If the market was aware of all the current circumstances, could I be perceived to be taking advantage of my position in an inappropriate way? How would it look if the transaction were reported on the front page of the newspaper? (The Front Page Test)

If the Employee is unsure, he or she should consult the Company Secretary.

Where any approval is required for a dealing under this Policy, approval will not be granted where the dealing would not satisfy the Front Page Test.

3.3 Dealing in other companies' securities

Employees may come into possession of Inside Information regarding another company where they are directly involved in client relationship management or negotiating contracts. For example, where a person is aware that the Group is about to sign a major agreement with another company.

Employees must not deal in the securities in another company if they are aware of Inside Information in relation to that company, no matter how they came into possession of the Inside Information.

If you are in any doubt, consult with the Company Secretary.

4. ADDITIONAL RESTRICTIONS APPLYING TO RESTRICTED PERSONS

4.1 No dealing in blackout periods

Restricted Persons must not deal in Company securities during any of the following blackout periods:

• the period from the close of trading on the ASX on 30 June each year until the day following the announcement to ASX of the full-year results;
• the period from the close of trading on the ASX on 31 December each year until the day following the announcement to ASX of the half-year results;
• any other period that the Board specifies from time to time.

4.2 Exceptional circumstances

If a Restricted Person needs to deal in securities during a blackout period due to exceptional circumstances and is not in possession of any Inside Information, then, they may apply for approval to deal. Exceptional circumstances are likely to include severe financial hardship or compulsion by court order.

Approval to deal will only be granted if the Restricted Person's application is accompanied by sufficient evidence (in the opinion of the person providing clearance) that the dealing is the most reasonable course of action available in the circumstances.

Unless otherwise specified in the notice, any dealing permitted under this section 4.2 must comply with the other sections of this Policy (to the extent applicable).

4.3 Approval required for dealing outside blackout periods

1. During any period that is not a trading blackout period under section 4.1. Restricted Persons must, prior to any proposed dealing, seek approval for the proposed dealing in the Company's securities.
2. There are certain times during the year when approval under this Policy is more likely to be granted. These are the 4 week periods immediately following:

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1. the day after release of the Company's full-year results; and
2. the day after release of the Company's half-year results;

Restricted Persons who wish to seek approval to trade under this Policy are encouraged to do so during these periods. Trading at any time (even if approval has been obtained under this Policy) remains subject to the insider trading prohibition in the Corporations Act.

4.4 Written request process

1. Requests for approval under 4.2 or 4.3 should be submitted to the Company Secretary, who will forward it to:
2. 1. the CEO (in the case of Nominated Employees or Senior Executives);
   2. the Chair of the Board (in the case of the CEO or other Directors);
   3. the Chair of the Audit and Risk Committee (in the case of the Chair of the Board).
3. A request for approval to deal will be answered as soon as practicable. The approver, having consulted with members of management as appropriate, may:
4. 1. grant or refuse the request;
   2. impose conditions on the dealing in their discretion.
5. The approver is not obliged to provide reasons for any aspect of their decision, and may revoke their approval at any time. If a request is not approved or an approval is revoked, that fact must be kept confidential.
6. Following receipt of approval to deal, the approved dealing must occur within 5 business days following approval (or such other time specified in the approval), otherwise the approval is no longer effective and fresh approval must be sought.
7. Approval under this Policy is not an endorsement of the dealing. Personnel are responsible for their own compliance with the law.

4.5 No short-term or speculative dealing

Restricted Persons must not deal in the Company's securities on a speculative or short-term trading basis. Short-term trading includes buying and selling securities on market within a 3 month period, and entering into other short term dealings (for example, forward contracts).

Selling shares received following the vesting of entitlements under an employee, executive or director equity plan within 3 months of the vesting date is not a short-term dealing.

4.6 Hedging of Company securities

Hedging includes entering into any arrangements that operate to limit the economic risk associated with holding the Company's securities.

Restricted Persons must never hedge Company securities acquired under an employee, executive or director equity plan operated by the Company prior to vesting.

Restricted Persons must never hedge Company securities while they are subject to a holding lock or restriction on dealing under the terms of an employee, executive or director equity plan operated by the Company.

4.7 Margin lending arrangements

1. Restricted Persons must obtain approval in accordance with the procedure set out in section 4.4 for any:
2. 1. entering into a margin lending arrangement in respect of the Company's securities; and