Eureka : Updated Securities Trading Policy

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EUREKA GROUP HOLDINGS LIMITED

SECURITIES TRADING POLICY

1. INTRODUCTION

1. This policy summarises the law relating to insider trading and sets out the Company's trading policy on buying and selling the Company's Securities and Financial Products issued over or in respect of the Company's Securities that are able to be traded on a financial market.
2. During the performance of an employee's, a contractor's or a director's duties, the employee, contractor or director may become aware of, or come into contact with, information regarding the activities or potential activities of Eureka Group Holdings Ltd ("EGH") and its controlled entities ("the Company") that is not publicly available.
3. The Corporations Act 2001 (Cth) ("Corporations Act'') and common law fiduciary duties prohibit employees, other persons and directors from trading in the Company Securities when they possess information which, if declared publicly, would be likely to affect the price or value of the Company Securities. This form of illegal conduct is commonly referred to as insider trading. The consequences for breaching the wide-ranging legislative provisions of the Corporations Act and common law duties which prohibit insider trading are serious.
4. In addition to the legal requirements, EGH has developed a policy which restricts Designated Persons trading in Company Securities in certain circumstances.
5. For the purposes of this Policy:

'Company Securities' includes shares issued by EGH and financial products issued or created over or in respect of shares issued by EGH.

'Key Management

Personnel' has the meaning given to that term in AASB 124 (Related Party Disclosure) and includes without limitation Directors, the Chief Executive Officer ("CEO") and Senior Executives who have authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly.

'Senior Executive' means CEO, Chief Financial Officer, and Company Secretary.

1. This policy:
2. 1. provides an outline of the insider trading and other relevant provisions of the Corporations Act; and
   2. sets out the rules relating to dealings by Designated Persons in Company Securities (Trading Policy).
3. The Trading Policy is designed to assist in the prevention of breaches of the insider

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trading provisions of the Corporations Act. Ultimately, it is the responsibility of the Designated Persons to ensure compliance with the law when trading in Company Securities.

2. INSIDER TRADING PROHIBITION The Nature of the Prohibition

1. Section 1043A (of Part 7.10, Division 3) of the Corporations Act makes it an offence for a person in possession of information that is not generally available but which, if generally available, might materially impact the price or value of a company security to:
2. • trade in (that is, apply for, acquire or dispose of, or enter into an agreement to do any of these things);
   • procure another person to trade in company securities; or
   • directly or indirectly communicate that information to any other person if you know, or ought reasonably to know, that the person would or would be likely to use the informationto engage in trading in company securities.
3. It is also an offence to "tip" the information to another person with the knowledge that the person could deal in company securities. Accordingly, the effect of this Section cannot be avoided by simply getting another person to deal on your behalf.
4. Accordingly, it will be inappropriate for a Designated Person who is in possession of confidential information to procure others (for example, an Associate) to trade when that Designated Person is precluded from trading in Company Securities.
5. These prohibitions also apply to the transfer of an option over the Company's Securities.
   How you become aware of the information is irrelevant.
6. It is irrelevant how and in what capacity the person came into possession of the information. This means that the prohibition will apply to any Designated Person who acquires inside "information" in relation to Company Securities regardless of the capacity in which that information is received.
   What does information include?
7. "Information" includes matters of supposition or speculation of matters relating to the intentions or likely intentions of a person or the Company.
   What information might materially affect price or value?
8. This means information that a reasonable person would expect to have a material effect on the price or value of the Company Securities. A reasonable person would be taken to expect information to have a material effect on price or value if the information would be likely to influence persons who commonly invest in Company Securities whether or not to do so.
9. Examples of this type of information include:
10. • proposed changes in the capital structure, capital returns and buy backs of Company Securities;
    • information relating to the Company's financial results;
    • a material acquisition, divestment or realisation of assets; proposed dividends and share issues;
    • changes to the Board of the Company or significant changes in Key Management Personnel;
    • possible events which could have a material impact on profits (negatively or

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positively) for example, the loss or gaining of a major customer or material contract;

• a material claim against the Company or other unexpected liability;
• proposed changes in the nature of a business of the Company;
• notification of the ASX of a substantial shareholding; and,
• any information required to be announced to the market pursuant to Listing Rule 3.1.

What does "generally available" mean?

1. Information is "generally available" if:
2. 1. it consists of readily observable matter from information in the public arena, such as a court judgment, a media release or a detailed news story, or;
   2. it has been brought to the attention of investors through an announcement to the ASX and a reasonable period has elapsed.
3. EGH releases information to the ASX for announcement through the Company Announcements Platform. A copy of all announcements made to the ASX by EGH are available on www.asx.com.au,following release to the ASX.

1. OTHER RELEVANT CORPORATIONS ACT PROVISIONS

1. Directors and employees of EGH are subject to the duties set out in Sections 182, 183 and 184 of the Corporations Act.
2. Directors of EGH are subject to additional duties outlined in Sections 180 and 181 of the Corporations Act.
3. These duties are summarised below.
4. 
   No improper use of inside information (Sections 183 & 184)
5. A director or employee, or former director or employee, must not make improper use of information acquired by virtue of his or her position as a director or employee to gain directly or indirectly, an advantage for himself or herself or for any other person, or to cause detriment to the company.
6. 
   No gain by improper use of position (Sections 182 and 184)
7. A director or employee must not make improper use of his or her position as a director or employee, to gain, directly or indirectly, an advantage for him or herself or for another person, or to cause detriment to EGH.
8. 
   Care and diligence (Section 180)
9. A director must exercise his or her power and discharge his or her duties with a degree of care and diligence that a reasonable person would exercise in the same circumstances.
10. 
    Good Faith (Sections 181 & 184)
11. A director must exercise his or her power and discharge his or her duties in good faith in the best interests of EGH and for a proper purpose. A director commits an offence if they are reckless or are intentionally dishonest and fail to exercise their powers and discharge their duties in good faith in the best interests of EGH and for a proper purpose.

1. DEALING IN COMPANY SECURITIES

1. In addition to the legal requirements detailed above, EGH has developed a policy restricting