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Corporate Governance

Algae.Tec Limited is committed to support long term performance and sustainability of the business, to protect and enhance the interests of security holders and other stakeholders through best practice corporate governance.

Algae.Tec regularly reviews its governance arrangements, and developments in market practice, expectations and regulation.  Algae.Tec complies with the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations (3rd Edition).

This statement has been approved by the Board.  It is current as at 29 September 2017.

 

The Board and management of Algae.Tec Limited (“Algae.Tec” or the “Company”) recognise their duties and obligations to shareholders and other stakeholders to implement and maintain a proper system of corporate governance. The Company believes that good corporate governance adds value to stakeholders and enhances investor confidence.  The ASX Listing Rules require listed companies to prepare a statement disclosing the extent to which they have complied with the recommendations of the ASX Corporate Governance Council (“Recommendations”) in the reporting period. The Recommendations are guidelines designed to improve the efficiency, quality and integrity of the Company. They are not prescriptive, so that if a company considers a recommendation to be inappropriate having regard to its own circumstances, it has the flexibility not to follow it. Where a company has not followed all the Recommendations, it must identify which Recommendations have not been followed and give reasons for not following them.  This Corporate Governance Statement (“Statement”) sets out a description of the Company’s main corporate practices and provides details of the Company’s compliance with the Recommendations, or where appropriate, indicates a departure from the Recommendations with an explanation. This Statement is current as at 29 September 2017 and has been approved by the Board of Directors of Algae.Tec Limited. Please click here to download the full statement  
The Corporate Governance Policies set out the functions and responsibilities of the Board of Algae.Tec Limited, and are available on the Algae.Tec website. The Company seeks to have a board comprising directors with an appropriate variety of skill, experience and expertise who are competent in dealing with current and emerging issues of the business and who can effectively review and challenge the performance of management and exercise independent judgement.  The Board has procedures for the selection and appointment of new directors and the re-election of incumbent directors, which are set out in the Corporate Governance Policies which are available on the Algae.Tec website. Non-executive directors have  written agreements with the Company setting out the terms of their appointment as directors. The two executive directors have employment contracts.  The Board meets on a regular basis.  The agenda for these meetings is prepared by the Company Secretary who is also the Managing Director, in conjunction with the Chairman.  Relevant information is circulated to directors in advance of the Board meetings.  The Company Secretary is accountable directly to the Board on matters to do with the proper functioning of the Board. The Board has adopted a policy on achieving gender, age and ethnic diversity in the Company’s board and employees. It is the Company’s objective to have a minimum of 45% of the total workforce to be female by the year 2020. Please refer to full document for the respective proportions of men and women on the Board, in senior executive positions and across the whole organisation. The evaluation of the performance of the Board and individual directors is undertaken annually and in accordance with the terms of their employment contract.  Performance reviews were undertaken in the reporting period.
The Board believes the Company is not of sufficient size to justify having a Nomination Committee.  If any vacancies arise on the Board, the Board and all directors are involved in the search and recruitment of a replacement.  The Board strives to ensure that it is comprised of directors with a blend of skills, experience and attributes appropriate to the Company and its business.  The principal criterion for the appointment of new directors is their ability to add value to the Company and its business.  In light of this, it has not been deemed necessary to create a formal document setting out the mix of skills and diversity that the Board currently has or is looking to achieve in its membership. The Board consists of Managing Director Mr Peter Hatfull, Executive Director Mr Earl McConchie, Independent Non‑executive Chairman Mr Malcolm James, Non-Executive Director R.V. Venkatesh, Non-Executive Director Jonathan Lim, and two Alternate Directors, Allan Tan and Jith Veeravalli. The details of their skills, experience and expertise have been included in the 2017 Directors Report.  The number of Board meetings and attendance of the directors are set out in the 2017 Directors Report.  Although the majority of the Board is not independent, the directors considers the current Board composition to be suitable in the present circumstances, with an appropriate range of qualifications and expertise, and directors who can understand and competently deal with current and emerging business issues as well as effectively review and challenge the performance of management.  Furthermore, each individual member of the Board is satisfied that all directors bring an independent judgement to bear on board decisions. New directors are provided with copies of all relevant documents and policies governing the Company’s business, operations and management at the time of joining the Board.  The Company is able to provide appropriate professional development opportunities for directors to assist in their roles.  Directors are also encourage to personally undertake appropriate training and refresher courses conducted by the Australian Institute of Company Directors. 
As part of the Board’s commitment to maintaining a proper system of corporate governance, the Company has adopted a Code of Conduct to guide directors and officers in carrying out their duties and responsibilities.  The Code embraces the values of honesty, integrity, enterprise, excellence, accountability, justice, independence and equality of stakeholder opportunity.  The Code of Conduct is available on the Algae.Tec website. 
The board believes that due to the size and composition of the board and the size of the Company it is not appropriate to have an Audit Committee.  The Board as a whole is responsible for the integrity of the Company’s financial reporting, reviews and oversees the planning process for external audits, the conduct of the external audit process and the independence of all parties to the process as well as reviewing the performance of external auditors, the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner. Prior to the approval of the Company’s annual financial statements, the board obtains a declaration from its Managing Director and CFO that, in their opinion, the financial records of the Company have been properly maintained and that the financial statements comply with appropriate accounting standards and give a true and fair view of the financial position and performance of the Company, and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. The Company’s external auditor attends every Annual General Meeting as required by the Corporations Act, and member are allowed a reasonable opportunity at the meeting to ask the auditor questions relevant to the audit, their report and independence, and the accounting policies adopted by the company. 
The Company’s Disclosure Policy is available on the Algae.Tec website. The Disclosure Policy sets out the key obligations of directors and employees in relation to continuous disclosure as well as the Company’s obligation under the ASX Listing Rules and the Corporations Act. The Policy also provides procedures for internal notification and external disclosure, as well as procedures for promoting understanding of compliance with disclosure requirements.
The Board is committed to open and accessible communications with holders of the Company’s shares. In accordance with continuous disclosure obligations under the ASX Listing Rules, all disclosure are made in a timely manner and posted on the Company’s website. Shareholders are forwarded the Company’s Annual Report, if requested and documents relating to each General Meeting, being the Notice of Meeting, any Explanatory Memorandum and a Proxy Form, and shareholders are invited to attend these meetings. Shareholders may elect to receive communications electronically. The Company’s external auditors are also required to be present at annual shareholder meetings to answer any queries shareholders may have with regard to the audit and preparation and content of the Audit Report.
The board as a whole is ultimately responsible for establishing and reviewing the Company’s policies on risk profile, oversight and management and satisfying itself that management has developed and implemented a sound system of risk management and internal control in accordance with the Company’s Corporate Governance Policies. The board believes that due to the size and composition of the board, and the size of the Company it is not appropriate to have a Risk Committee. The Company’s risk management program is implemented under the direction of the Managing Director to ensure matters affecting goals, objectives and performance of the Company and the safety of its stakeholders are identified and assessed by an operational risk management framework in accordance with industry accepted standards. The Company’s risk management framework is reviewed annually.  A review was undertaken in the reporting period. The board believes that the Company is not of a size to justify having an internal audit function for efficiency purposes.  The Company evaluates its risk management and internal control processes in consultation with its external auditor with a view to continually improving its effectiveness. The board does not believe the Company has any material exposure to economic, environmental and social sustainability risks at the present time. 
The Board believes it is not of a size to justify having a Remuneration Committee.  The Company’s remuneration policy is structured for the purpose of motivating executive directors and senior management to pursue the long-term growth and success of the Company.  The Board sets the level and structure of remuneration to executive directors and senior executives for the purpose of balancing the Company’s competing interest of attracting and retaining executive directors and senior management and not paying excessive remuneration. The Company did not have an equity based remuneration scheme during the financial year ending 30 June 2017. 
Introduction 1 This Code of Conduct sets out the standards which the Board, management and employees of the Company are encouraged to comply with when dealing with each other, the Company’s security holders and the broader community. Responsibilities to security holders 2 The Company aims: 2.1 to increase shareholder value within an appropriate framework which safeguards the rights and interests of security holders; and 2.2 to comply with systems of control and accountability which the Company has in place as part of its corporate governance with openness and integrity. 3 The Board, management and employees of the Company shall act in the best interests of the Company. Responsibilities to clients, employees, suppliers, creditors, customers and consumers 4 The Company is to comply with all legislative and common law requirements which affect its business. Employment practices 5 The Company will employ the best available staff with skills required to carry out the role for which they are employed. The Company will ensure a safe workplace and maintain proper occupational health and safety practices. Responsibility to the community 6 The Company will recognise, consider and respect environmental, native title and cultural heritage issues which arise in relation to the Company’s activities and comply with all applicable legal requirements. Responsibility to the individual 7 The Company recognises and respects the rights of individuals and will comply with the applicable legal rules regarding privacy and confidential information. Obligations relative to fair trading and dealing 8 The Company will deal with others in a way that is fair and will not engage in deceptive practices. Business courtesies, bribes, facilitation payments, inducements and commissions 9 Corrupt practices are unacceptable to the Company. It is prohibited for the Company or its directors, managers or employees to directly or indirectly offer, pay, solicit or accept bribes or any other corrupt arrangements. Conflicts of interest 10 The Board, management and employees shall report any situations where there is a real or apparent conflict of interest between them as individuals and the interest of the Company. Where a real or apparent conflict of interest arises, the matter should be brought to the attention of the Board in the case of a Board member or the Chief Executive Officer in the case of a member of management and a supervisor in the case of an employee, so that it may be considered and dealt with in an appropriate manner. 11 If requested by the Board, a Board member who has a conflict of interest shall leave a Board meeting but only for such period as the Board meeting is addressing the specific matter in relation to which the Board member has a conflict of interest. Compliance with the Code of Conduct 12 Any breach of compliance with this Code of Conduct is to be reported directly to the Chairperson. Periodic review of Code 13 The Company will monitor compliance with this Code of Conduct periodically by liaising with the Board, management and staff. Suggestions for improvements or amendments to this Code of Conduct can be made at any time to the Chairperson.
Disclosure Requirements 1 The Company recognises its duties pursuant to the continuous disclosure rules of the ASX Listing Rules and Corporations Act to keep the market fully informed of information which may have a material effect on the price or value of the Company’s securities. 2 Subject to certain exceptions (in ASX Listing Rule 3.1A), the Company is required to immediately release to the market information that a reasonable person would expect to have a material effect on the price or value of the Company’s securities. Responsibilities of directors, officers and employees 3 The Board as a whole is primary responsibility for ensuring that the Company complies with its disclosure obligations and for deciding what information will be disclosed. Subject to delegation, the Board is also responsible for authorising all ASX announcements and responses of the Company to ASX queries. 4 Every director, officer and employee of the Company is to be informed of the requirements of this policy by the Chairperson (in the case of directors) and by the Chief Executive Officer (in the case of other officers and employees) and must advise the Chief Executive Officer, Chairperson or Company Secretary as soon as possible (and prior to disclosure to anyone else) of matters which they believe may be required to be disclosed. Authorised Disclosure Officer 5 The Board has delegated its primary responsibilities to communicate with ASX to the following Authorised Officer: 5.1 the Company Secretary; or 5.2 in the absence of the Company Secretary, the Chief Executive Officer or a designated Executive Director who is authorised to act in that capacity by the Board. Responsibilities of Authorised Disclosure Officer   6 Subject to Board intervention on a particular matter, the Authorised Officer is responsible for the following: 6.1 monitoring information required to be disclosed to ASX and coordinating the Company’s compliance with its disclosure obligations; 6.2 ASX communication on behalf of the Company, authorising Company announcements and lodging documents with ASX; 6.3 requesting a trading halt in order to prevent or correct a false market; 6.4 providing education on these disclosure policies to the Company’s directors, officers and employees; and 6.5 ensuring there are vetting and authorisation processes designed to ensure that Company announcements: 6.5.1 are made in a timely manner; 6.5.2 are factual; 6.5.3 do not omit material information; 6.5.4 are expressed in a clear and objective manner that allows investors to assess the impact of the information when making investment decisions. 7 An authorised Disclosure Officer must be available to communicate with the ASX at all reasonable times, and are responsible for providing contact details and other information to ASX to ensure such availability. Measures to avoid a false market 8 In the event that ASX requests information from the Company in order to correct or prevent a false market in the Company’s securities, the Company will comply with that request. The extent of information to be provided by the Company will depend on the circumstances of the ASX request. 9 If the Company is unable to give sufficient information to the ASX to correct or prevent a false market, the Company will request a trading halt. 10 If the full Board is available to consider the decision of whether to call a trading halt, only they may authorise it, but otherwise, the Authorised Disclosure Officer may do so. ASX Announcements 11 Company announcements of price sensitive information are subjected to the following vetting and authorisation process to ensure their clarity, timely release, factual accuracy and inclusion of all material information: 11.1 The Authorised Officer must prepare ASX announcements when required to fulfil the Company’s disclosure obligations. 11.2 Proposed announcements must be approved by the Chairperson or in his or her absence, urgent announcements may be approved by the Chief Executive Officer or other person expressly authorised by the Board. 11.3 Announcements must first be released to the ASX Announcements Platform before being disclosed to any other private or public party (such as the media). After release of the announcement, it must be displayed on the Company’s website, following which the Company can then release such information to media and other information outlets. 11.4 Wherever practical, all announcements must be provided to the directors, Chief Executive Officer and Company Secretary prior to release to the market for approval and comment. Confidentiality and unauthorised disclosure 12 The Company must safeguard the confidentiality of information which a reasonable person would expect to have a material effect on the price or value of the Company’s securities. If such information is inadvertently disclosed, the Authorised Disclosure Officer must be informed of the same and must refer it to the Chairperson and Chief Executive Officer (or equivalent) as soon as possible. External communications and Media Relations 13 The Chairperson or Chief Executive Officer (or equivalent) are authorised to communicate on behalf of the Company with the media, government and regulatory authorities, stock brokers, analysts and other interested parties or the public at large. No other person may do so unless specifically authorised by the Chairperson or Chief Executive Officer (or equivalent). 14 All requests for information from the Company must be referred to the Authorised Disclosure Officer for provision to the Chairperson and Chief Executive Officer. Breach of Disclosure Policy 15 Serious breaches of this disclosure policy may be treated with disciplinary action, including dismissal, at the discretion of the Board. 16 Where the breach is alleged against a member of the Board, that director will be excluded from the Board’s consideration of the breach and any disciplinary action for the Company to take.
1. INTRODUCTION These guidelines set out the policy on the sale and purchase of securities in Algae.Tec Limited (Company) by its Key Management Personnel. Key Management Personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any Director (whether executive or otherwise) of that entity. The Company has determined that its Key Management Personnel are defined as: (a) its directors and officers; (b) senior managers and individuals reporting directly to the Company’s Managing Director; and (c) any other person considered by the Board as key management personnel on the basis that they have authority and responsibility for planning, directing and controlling the activities of the Company either directly or indirectly. Directors and Key Management Personnel are encouraged to be long-term holders of the Company’s securities. However, it is important that care is taken in the timing of any purchase or sale of such securities. The purpose of these guidelines is to assist Directors and Key Management Personnel to avoid conduct known as ‘insider trading’. In some respects, the Company’s policy extends beyond the strict requirements of the Corporations Act 2001 (Cth).   2. WHAT TYPES OF TRANSACTIONS ARE COVERED BY THIS POLICY? This policy applies to both the sale and purchase of any securities of the Company and its subsidiaries on issue from time to time.   3. WHAT IS INSIDER TRADING? 3.1 Prohibition Insider trading is a criminal offence. It may also result in civil liability. In broad terms, a person will be guilty of insider trading if: (a) that person possesses information which is not generally available to the market and, if it were generally available to the market, would be likely to have a material effect on the price or value of the Company’s securities (i.e., information that is ‘price sensitive’); and (b) that person: (i) buys or sells securities in the Company; or (ii) procures someone else to buy or sell securities in the Company; or (iii) passes on that information to a third party where that person knows, or ought reasonably to know, that the third party would be likely to buy or sell the securities or procure someone else to buy or sell the securities of the Company. 3.2 Examples To illustrate the prohibition described above, the following are possible examples of price sensitive information which, if made available to the market, may be likely to materially affect the price of the Company’s securities: (a) the Company considering a major acquisition; (b) the threat of major litigation against the Company; (c) the Company’s revenue and profit or loss results materially exceeding (or falling short of) the market’s expectations; (d) a material change in debt, liquidity or cash flow; (e) a significant new development proposal (e.g. new product or technology); (f) the grant or loss or a major contract; (g) a management or business restructuring proposal; (h) a share issue proposal; (i) an agreement or option to acquire an interest in a mining tenement, or to enter into a joint venture or farm-in or farm-out arrangement in relation to a mining tenement; and (j) significant discoveries, exploration results, or changes in reserve/resource estimates from mining tenements in which the Company has an interest. 3.3 Dealing through third parties The insider trading prohibition extends to dealings by individuals through nominees, agents or other associates, such as family members, family trusts and family companies (referred to as “Associates” in these guidelines). 3.4 Information however obtained It does not matter how or where the person obtains the information – it does not have to be obtained from the Company to constitute inside information. 3.5 Employee share schemes The prohibition does not apply to acquisitions of shares or options by employees made under employee share or option schemes, nor does it apply to the acquisition of shares as a result of the exercise of options under an employee option scheme. However, the prohibition does apply to the sale of shares acquired under an employee share scheme and also to the sale of shares acquired following the exercise of an option granted under an employee option scheme.   4. GUIDELINES FOR TRADING IN THE COMPANY’S SECURITIES 4.1 General rule Directors or Key Management Personnel must not, except in exceptional circumstances deal in securities of the Company during the following periods: (a) In the two (2) weeks prior to, and 24 hours after the release of the Company’s Annual Financial Report; (b) In the two (2) weeks prior to, and 24 hours after the release of the Consolidated Interim Financial Report of the Company; and (c) In the two (2) weeks prior to, and 24 hours after the release of the Company’s quarterly reports (together the Block Out Period). 4.2 Discretion of the Board The Board may at its discretion vary the rule in clause 4.1 in relation to a particular Block Out Period by general announcement to all Directors or Key Management Personnel either before or during the Block Out Period. However, if a Director or Key Management Personnel of the Company 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. 4.3 No short-term trading in the Company’s securities Directors or Key Management Personnel should never engage in short-term trading of the Company’s securities except for the exercise of options where the shares will be sold shortly thereafter. 4.4 Securities in other companies Buying and selling securities of other companies with which the Company may be dealing is prohibited where an individual possesses information which is not generally available to the market and is ‘price sensitive’. For example, where an individual is aware that the Company is about to sign a major agreement with another company, they should not buy securities in either the Company or the other company. 4.5 Exceptions (a) Subject to clause 4.2 and clause 4.5(b), Directors or Key Management Personnel may at any time: (i) acquire ordinary shares in the Company by conversion of securities giving a right of conversion to ordinary shares; (ii) acquire Company securities under a bonus issue made to all holders of securities of the same class; (iii) acquire Company securities under a dividend reinvestment plan, or top-up plan that is available to all holders or securities of the same class; (iv) acquire, or agree to acquire or exercise options under a Company share option plan; (v) withdraw ordinary shares in the Company held on behalf of the a Director or Key Management Personnel in an employee share plan where the withdrawal is permitted by the rules of that plan; (vi) transfer securities of the Company already held into a superannuation fund or other saving scheme in which the restricted person is a beneficiary; (vii) make an investment in, or trade in units of, a fund or other scheme (other than a scheme only investing in the securities of the Company) where the assets of the fund or other scheme are invested at the discretion of a third party; (viii) where a restricted person is a trustee, trade in the securities of the Company by that trust, provided the restricted person is not a beneficiary of the trust and any decision to trade during a prohibited period is taken by the other trustees or by the investment managers independently of the restricted person; (ix) undertake to accept, or accept, a takeover offer; (x) trade under an offer or invitation made to all or most of the security holders, such as a rights issue, a security purchase plan, a dividend or distribution reinvestment plan and an equal access buy-back, where the plan that determines the timing and structure of the offer has been approved by the board. This includes decisions relating to whether or not to take up the entitlements and the sale of entitlements required to provide for the take up of the balance of entitlements under a renounceable pro rata issue; (xi) dispose of securities of the Company resulting from a secured lender exercising their rights, for example, under a margin lending arrangement; (xii) exercise (but not sell securities following exercise) an option or a right under an employee incentive scheme, or convert a convertible security, where the final date for the exercise of the option or right, or the conversion of the security, falls during a prohibited period or the Company has had a number of consecutive prohibited periods and the restricted person could not reasonably have been expected to exercise it at a time when free to do so; or (xiii) trade under a non-discretionary trading plan for which prior written clearance has been provided in accordance with procedures set out in this Policy. (b) In respect of any share or option plans adopted by the Company, it should be noted that it is not permissible to provide the exercise price of options by selling the shares acquired on the exercise of these options unless the sale of those shares occurs outside the periods specified in paragraph 4.1. Were this is to occur at a time when the person possessed inside information, then the sale of Company securities would be a breach of insider trading laws, even though the person’s decision to sell was not influenced by the inside information that the person possessed and the person may not have made a profit on the sale. Where Company securities are provided to a lender as security by way of mortgage or charge, a sale that occurs under that mortgage or charge as a consequence of default would not breach insider trading laws. 4.6 Notification of periods when Directors or Key Management Personnel are not permitted to trade The Company Secretary will endeavour to notify all Directors or Key Management Personnel of the times when they are not permitted to buy or sell the Company’s securities as set out in paragraph 4.1.   5 APPROVAL AND NOTIFICATION REQUIREMENTS 5.1 Approval requirements – Directors (a) Any Director wishing to buy, sell or exercise rights in relation to the Company’s securities must obtain the prior written approval of the Chairman or the Board before doing so. (b) If the Chairman wishes to buy, sell or exercise rights in relation to the Company’s securities, the Chairman must obtain the prior approval of the Board before doing so. 5.2 Approval requirements – Key Management Personnel Any Key Management Personnel wishing to buy, sell or exercise rights in relation to the Company’s securities must obtain the prior written approval of the Managing Director before doing so. 5.3 Approvals to buy or sell securities (a) All requests to buy or sell securities as referred to in clauses 5.1 and 5.2 above must include the intended volume of securities to be purchased or sold and an estimated time frame for the sale or purchase. (b) Copies of written approvals must be forwarded to the Company Secretary prior to the approved purchase or sale transaction. 5.4 Notification Subsequent to approval obtained in accordance with clauses 5.1 and 5.2, any Directors or Key Management Personnel who (or through his or her Associates) buys, sells, or exercises rights in relation to Company securities must notify the Company Secretary in writing of the details of the transaction within five (5) business days of the transaction occurring. This notification obligation operates at all times but does not apply to acquisitions of shares or options by employees made under employee share or option schemes, nor does it apply to the acquisition of shares as a result of the exercise of options under an employee option scheme. 5.5   Directors or Key Management Personnel sales of securities Directors or Key Management Personnel need to be mindful of the market perception associated with any sale of Company securities and possibly the ability of the market to absorb the volume of shares being sold. With this in mind, the management of the sale of any significant volume of Company securities (i.e. a volume that would represent a volume in excess of 10% of the total securities held by the seller prior to the sale, or a volume to be sold that would be in excess of 10% of the average daily traded volume of the shares of the Company on the ASX for the preceding 20 trading days) by a Director, the Managing Director or Key Management Personnel needs to be discussed with the board and the Company’s legal advisers prior to the execution of any sale. These discussions need to be documented in the form of a file note, to be retained by the Company Secretary. 5.6 Exemption from Block Out Period restrictions due to exceptional circumstance Directors or Key Management Personnel who are not in possession of inside information in relation to the Company, may be given prior written clearance by the Managing Director (or in the case of a Director the Chairman, or in the case of the Chairman all of the other members of the board) to sell or otherwise dispose of Company securities in a Block-Out Period where the person is in severe financial hardship or where there are exceptional circumstances as set out in this policy. 5.7 Severe financial hardship or exceptional circumstances The determination of whether Directors or Key Management Personnel are in severe financial hardship will be made by the Managing Director in the case of Key Management Personnel, the Chairman in the case of a Director, and all of the board in the case of the Chairman. A financial hardship or exceptional circumstances determination can only be made by examining all of the facts and if necessary obtaining independent verification of the facts from banks, accountants or other like institutions. 5.8 Financial hardship Directors or Key Management Personnel may be in severe financial hardship if they have a pressing financial commitment that cannot be satisfied other than by selling the securities of the Company. In the interests of an expedient and informed determination by the Managing Director, Chairman or board of Directors, any application for an exemption allowing the sale of Company securities in a Block Out Period based on financial hardship must be made in writing stating all of the facts and be accompanied by copies of relevant supporting documentation, including contact details of the person’s accountant, bank and other such independent institutions (where applicable). Any exemption, if issued, will be in writing and shall contain a specified time period during which the sale of securities can be made. 5.9 Exceptional circumstances Exceptional circumstances may apply to the disposal of Company securities by a Director or Key Management Personnel if the person is required by a court order, a court enforceable undertaking for example in a bona fide family settlement, to transfer or sell securities of the Company, or there is some other overriding legal or regulatory requirement to do so. Any application for an exemption allowing the sale of Company securities in a Block Out Period based on exceptional circumstances must be made in writing and be accompanied by relevant court and/or supporting legal documentation (where applicable). Any exemption, if issued, will be in writing and shall contain a specified time period during which the sale of securities can be made.   6. ASX NOTIFICATION FOR DIRECTORS The ASX Listing Rules require the Company to notify the ASX within 5 business days after any dealing in securities of the Company (either personally or through an Associate) which results in a change in the relevant interests of a Director in the securities of the Company. The Company has made arrangements with each Director to ensure that the Director promptly discloses to the Company Secretary all the information required by the ASX.   7. EFFECT OF COMPLIANCE WITH THIS POLICY Compliance with these guidelines for trading in the Company’s securities does not absolve that individual from complying with the law, which must be the overriding consideration when trading in the Company’s securities.