Securities trading policy

1. Purpose

ApplyDirect Limited (AD1) is a public company listed on the Australian Securities Exchange (“ASX”). Under the Corporations Act 2001 and the ASX Listing Rules there are strict rules governing when a person who has inside information is permitted to trade in any shares, options and other securities in AD1 (“AD1 Securities”).

This document sets out the policy of AD1 regarding when directors, officers, employees and contractors of the Company (collectively “AD1 Staff”) may trade in AD1 Securities.

It is the policy of AD1 to comply with all laws and regulations which apply in each jurisdiction in which it operates. It is also the policy of AD1 that AD1 Staff must comply with all internal policies and procedures which apply to them.

2. Scope

This policy applies to all persons employed by or representing the AD1, whether full time, part time or casual.


3. General prohibition

AD1 Staff who possess inside information must not:

(a) apply for, acquire or dispose of AD1 Securities or enter into an agreement to apply for, acquire or dispose of AD1 Securities (“Trade”);

(b) procure, encourage, incite or induce another person to Trade (“Procure a Trade”); or

(c) directly or indirectly communicate the information, or cause the information to be communicated, to another person who would be likely to Trade or Procure a Trade.

Inside information is information that:

(a) is not generally available; and

(b) if it were generally available a reasonable person would expect it to have a material effect on the price or value of a company’s securities.

Examples of inside information include:

(a) information about the financial performance of AD1;

(b) information about a proposed acquisition of another company by AD1;

(c) information about significant management changes in AD1; and

(d) any other information likely to affect the current or future years’ earnings of AD1, which, in each case, is not generally available to the public.

Information is generally available if it consists of readily observable matter, has been made public, for example, written about in the newspaper or discussed on the radio, or has been announced to the ASX.


To avoid breaching the law, you must only Trade in AD1 Securities when you are not in possession of inside information. If you are unsure about whether you possess inside information, you are strongly recommended to speak to the Company Secretary, the Chairman or your legal adviser prior to trading in AD1 Securities. It is important to note that no trading in AD1 Securities by AD1 Staff can occur if it involves the use of inside information, irrespective of whether this policy provides that trading can occur outside a Closed Period.


4. Application of this policy

All AD1 Staff must comply with this policy. Directors of AD1 and members of the Senior Executive Team of AD1 (“Key Management Personnel”) are also required to ensure that any of their associates (including their spouse, de facto partner, children under the age of 18 years and any company or trust which they or any member of their family control) (“Associated Parties”) also comply with the requirements of this policy.

5. Closed Periods

There are various times during the year (“Closed Periods”) during which no AD1 Staff may Trade in AD1 Securities, unless an appropriate exclusion applies. The Closed Periods differ depending on the seniority and role of the individual within the organisation.

6. Key Management Personnel

At all times Key Management Personnel are prohibited from trading in AD1 Securities except during those periods described below. Key Management Personnel must first obtain written approval from the Chairman of the AD1 Board prior to trading in AD1 Securities.


Key Management Personnel may only trade in AD1 Securities in the 30 day period commencing on the opening of the ASX the first trading day following release of:


(a) AD1’s interim results (usually February);

(b) the full year results (usually August); and

(c) the Annual General Meeting (usually November)


7. Other AD1 Staff


For all other AD1 Staff, the Closed Periods are as follows:

(a) from close of business on 31 December to the opening of the ASX the first trading day after AD1’s half year results are released to the ASX; and

(b) from close of business on 30 June to the opening of the ASX the first trading day after AD1’s full-year results are released to the ASX.

Again please note, no trading in AD1 Securities by AD1 Staff can occur if it involves the use of inside information, irrespective of whether this policy provides that trading can occur outside a Closed Period.


8. Exceptions to Trading During Closed Periods


The Closed Periods do not apply in relation:

(a) AD1 Employee Option Plan
Allocation of options or shares by the Company under the AD1 Employee Option Plan.
Subsequent trading of option or shares allocated under the AD1 Employee Option Plan by Key Management Personnel or a staff member are not permissible without the written permission of the Chairman.

(b) Dealings under an Invitation made to all or most AD1 Security Holders
Dealings under an offer or invitation made to all or most AD1 Security Holders such as a share purchase plan, a dividend reinvestment, or a rights issue.

(c)(c) Dealings which Results in No Change to the Beneficial Interest in the Securities
Dealings which have no change to the beneficial interest in AD1 Securities.
(d) Take Over Offer

The acceptance of a takeover offer.

(d) Written Approval
All Staff and Key Management Personnel (and their Associated Parties) of AD1 must obtain prior written approval of the Chairman.

Any AD1 Key Management Personnel or staff member wishing to Trade in AD1 Securities during a Closed Period must submit a request in writing to the Company Secretary together with a signed declaration that they do not possess any inside information. Approval may only be granted in circumstances in which the relevant person is in severe financial hardship or other circumstances deemed by the Chairman to be exceptional. Approval must be provided in writing (including by way of email). Approval, if granted, will be valid for a period of 7 days.

9. Hedging, Short term trading and Margin loans

AD1 Staff must not enter into a transaction that is designated or intended to hedge that employee’s exposure to the AD1 Security that is subject to retention arrangements or an unvested AD1 option. Key Management Personnel and their Associated Parties must not engage in short-term or speculative trading in AD1 Securities. Key Management Personnel and their Associated Parties must not grant a security interest over AD1 Securities they own.

10. Notifications

Key Management Personnel must notify the Company Secretary within 3 business days after a Trade in any AD1 Securities takes place. Directors of AD1 have agreed with AD1 to provide detailed notice of such dealings to the Company Secretary to comply with requirements of notification under the ASX Listing Rules, including information as to whether the dealing occurred in a Closed Period in circumstances where prior written approval was required, and whether that approval was obtained.


11. AD1 Customers or Suppliers

AD1 employees who regularly manage customer or supplier relationships may gain knowledge of price sensitive information applicable to their customers or suppliers and accordingly they should not trade in their customers or suppliers’ securities.

12. Breaches

A breach of law relating to insider trading can have serious consequences, including individual criminal and civil liability. A person found guilty of insider trading may also be required to compensate either the company or other persons who have suffered loss as a result of the insider trading (or otherwise account for the profits made). It is a criminal offence to breach the insider trading provisions of the Corporations Act 2001 and jail terms of up to five years may be imposed if a person is convicted of trading while in possession of inside information. A breach of this Policy will be treated by AD1 as
serious misconduct, and may lead to disciplinary action, including termination of employment.

13. Enquiries

If you are unsure about any matters contained in this policy, you are strongly recommended to speak to the Company Secretary, the Chairman or your legal adviser.