Zebit : Securities Trading Policy - Updated December 2021

For personal use only

Securities Trading Policy

For personal use only

1. INTRODUCTION

1. Background
   Zebit Inc. (the Company) is a publicly listed company. The Company and its employees have obligations to avoid unlawful and unethical trading practices occurring through employee access to the Company's confidential information.
   The Company is listed on the ASX and it is a requirement of the ASX Listing Rules that the Company maintains this Securities Trading Policy (Policy).
   Trading of securities in the Company is governed by, amongst other things, the Corporations Act, the ASX Listing Rules, the Exchange Act and other applicable securities laws. As the Company's Securities are traded on ASX, this policy focuses on Australian securities laws.
2. Objective
   The Company has adopted this Policy to regulate Trading by employees and Restricted Persons in Securities.
   All Employees are required to conduct their personal investment activity in a manner that is lawful and avoids conflicts of interest between the Employee's personal interests and those of the Company. The Company also wishes to promote shareholder and general market confidence in the Company.
   The Board has established this policy to:
3. 1. assist Restricted Persons to comply with their legal obligations in relation to trading in the Company's securities;
   2. raise awareness and minimize any potential for breach of the prohibitions on insider trading contained in Part 7.10 of the Corporations Act;
   3. establish the Company's policy and procedure for Restricted Persons trading in Securities;
   4. meet the Company's obligations under the ASX Listing Rules to maintain a Securities Trading Policy; and
   5. maintain a proper market for the Company's Securities and ensure the Company's reputation and integrity are not adversely impacted by perceptions of trading in the
      Company's securities.
4. Securities covered by this Policy
   This Policy applies to trading in all securities, including:
5. 1. Shares, CHESS Depository Interests, options, performance rights and other securities issued by the Company which are convertible into shares;
   2. debentures (including bonds and notes); and
   3. derivatives of any of the above (including equity swaps, futures, hedges and exchange-traded or over the counter-options), whether settled by cash or otherwise.

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1.4 Key principles

In conducting personal trading activities, all Restricted Persons must act lawfully and avoid conflicts of interests between their personal interests and the Company's interests.

Any Restricted Person who possesses inside information in relation to the Company must not trade in the Company's securities, regardless of any written clearance granted under this Policy.

All trading in Company securities by Restricted Persons must be conducted:

1. in accordance with this Policy;
2. generally, not during any Prohibited Trading Period; and
3. only with the Company's prior written clearance.

2. DEFINITIONS

In this policy, unless the context otherwise requires:

ASX means ASX Limited (ABN 98 008 624 691) or the financial market conducted by ASX Limited, as the context requires.

ASX Listing Rules means the listing rules of ASX applicable to the Company from time to time.

Board means the board of directors of the Company. Company means Zebit Inc.

Corporations Act means the Corporations Act 2001 (Cth). Director means any director of the Company.

Employee means a person who is an employee, officer or director of the Company and includes the Senior Executives.

Exceptional Circumstances means circumstances which the Chair (or the Board in the case of proposed Trading by the Chair) decides are so exceptional that the proposed Trading of Securities is the only reasonable course of action available, which can include the circumstances set out in clause 6.

Exchange Act means the US Securities Exchange Act of 1934.

Prohibited Trading Period means those periods specified in clause 4.2(a) to (f) and includes any additional period from time to time when the Chair or Board impose a prohibition on Trading.

Restricted Persons means:

1. all directors and officers of the Company,
2. all Senior Executives,
3. their associates (as defined in the Corporations Act 2001 (Cth)) including, close family members and trusts and entities controlled by them. We note that you are responsible for transactions your associates make and therefore you should ensure they are aware of this Policy and the need to confer with you before they trade in Company Securities; and
4. other persons identified by the Company from time to time

For personal use only

Shares means ordinary stock of the Company.

Securities includes Shares, CHESS Depository Interests, options, performance rights and other securities issued by the Company which are convertible into Shares, as well as financial products issued or created over Shares by third parties, including structured financial products, swaps, futures contracts, contracts for differences, spread bets, options, warrants, depositary receipts or other derivatives over or related to the performance of Shares.

Senior Executives means:

1. the Chief Executive Officer and Chief Financial Officer;
2. all direct reports to the Chief Executive Officer;
3. any other person who is one of the Company's key management personnel, including those persons identified as key management personnel in the Company's most recent Annual Report; and
4. any other Employee who has been notified that the Board designates them as a Senior Executive for the purposes of this Policy.

Trade or Trading means:

1. buying or selling Securities;
2. entering into an agreement to buy or sell Securities; or
3. exercising options, rights or awards to acquire Securities.

Trading Window means any period specified in clause 4.2.

3. PROHIBITION OF INSIDER TRADING

3.1 Inside information

'Inside information' is information that:

1. is not generally available; and
2. if it were generally available, a reasonable person would expect it to have a material effect on the price or value of the Company's securities.

A reasonable person would be taken to expect information to have a material effect on the price or value of securities if (and only if) the information would, or would be likely to, influence persons who commonly acquire securities in deciding whether or not to acquire or dispose of those securities. In other words, information must be shown to be material to the investment decision of a reasonable hypothetical investor in the securities.

Information is 'generally available' if:

1. it consists of 'readily observable matter';
2. it has been made known in a manner that would, or would be likely to, bring to the attention of persons who commonly invest in securities of a kind whose price or value might be affected by the information and, since it was made known, a reasonable period for it to be disseminated among such persons has elapsed; or

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1. it consists of deductions, conclusions or inferences made or drawn from information of the kind referred to in (a) or (b).

Restricted Persons may only assume information is generally available if it has been disclosed to the ASX.

3.2 Prohibited conduct

In summary, the Corporations Act prohibits:

1. the direct and indirect acquisition or disposal of securities using inside information;
2. the procurement of another person to acquire or dispose of securities using inside information; and
3. communication of inside information to another person for the purpose of the other person acquiring or disposing of securities.

Restricted Persons must not, whether in their own capacity or as an agent for another, apply for, acquire or dispose of, or enter into an agreement to apply for, acquire or dispose of, any securities, or procure another person to do so if the Restricted Person:

1. possesses inside information; and
2. knows or ought reasonably to know, that:
3. 1. the information is not generally available; and
   2. if it were generally available, it might have a material effect on the price or value of the securities or influence a person's decision to buy or sell the securities.

Restricted Persons must not either directly or indirectly pass on this kind of information to another person if they know, or ought reasonably to know that this other person is likely to apply for, acquire or dispose of the other securities or procure another person to do so.

1. Trading in securities of other companies
   The Corporations Act's insider trading provisions apply to the securities of other companies and entities (including the Company's clients, suppliers or contractors) if the
   Restricted Person has inside information about that Company or entity. Restricted Persons must not trade in securities of another Company whilst in possession of inside information in respect of that Company.
2. Confidentiality obligations
   Further to their legal obligations related to insider trading under the Corporations Act and any other applicable law, Restricted Persons must not disclose the Company's confidential information to any unauthorized third party or use that information for personal gain or in a manner that may harm the Company.

4. COMPANY IMPOSED RESTRICTIONS ON TRADING

4.1 Trading may only occur during Trading Windows

All Trading in Securities by Employees and Restricted Persons must be in accordance with this Policy and generally will only be permitted during Trading Windows and must not occur during any Prohibited Trading Period.