HMY Revised Trading Policy

Trading Policy
Harmoney Corp Limited (NZCN 5177041) (ARBN 645 036 595) (“Company”)

As updated on 11 May 2021

1 Purpose and scope 1
1.1 Why is this policy needed? 1
1.2 Which trading? 1
1.3 Glossary 1
1.4 Who does this policy apply to? 1
1.5 Associates 2
2 Insider Trading Ban - Corporations Act and FMCA 2
2.1 What is the Insider Trading Ban? 2
2.2 What is Inside Information? 3
2.3 When is information generally available? 4
2.4 Penalties 4
3 No dealing in Prohibited Periods 4
3.1 Closed and Prohibited Periods 4
4 Further restrictions 5
4.1 No margin lending 5
4.2 No short term or speculative trading or short selling 5
4.3 No hedging 5
5 Clearance Procedures 6
5.1 Prior notification 6
5.2 Confirmation 7
5.3 Notification of dealing 7
6 Exceptions 7
6.1 Permitted dealings 7
6.2 Exceptional circumstances 7
7 Confidential Information 8
8 Notifying interests and updating registers 8
9 Awareness and training 8
10 Obtaining further advice 9
11 Review and publication of this policy 9
Schedule 1 - Glossary 10
Schedule 2 - Permitted dealings 12
Schedule 3 - Exceptional circumstances 14

Trading Policy

1 Purpose and scope
1.1 Why is this policy needed?
Directors and employees (particularly senior executives) who trade in Company Securities need to be mindful that they will often be, or perceived to be, in possession of ‘market sensitive information’ or ‘inside information’ concerning the Company. They have legal obligations not to engage in insider trading or market manipulation and not to use information acquired as a director or employee to gain an improper advantage.
This trading policy reflects requirements from the Corporations Act, ASX Listing Rules and the Financial Markets Conduct Act 2013 (NZ). This trading policy aims to regulate when and how the Company’s directors and senior executives may trade in its securities. The purpose of this policy is not only to minimise the risk of insider trading but also to avoid the appearance of insider trading and the significant reputational damage that may cause.
A breach of this policy will be regarded as serious misconduct which may lead to disciplinary action, up to and including dismissal.
1.2 Which trading?
Company Securities and Financial Products
This policy summarises the law banning insider trading and sets out the Company’s trading policy on buying and selling Company Securities and Financial Products issued over or in respect of Company Securities that are able to be traded on a financial market.
Securities of other entities
The ban on insider trading also applies to the securities of other entities if you possess Inside Information about those entities.
The Chairman may also extend this policy by specifying that Designated Persons are restricted from dealing in the securities of other specified entities with which the Company may have a relationship.
1.3 Glossary
Terms used in this policy are defined in the Glossary in schedule 1.
1.4 Who does this policy apply to?
This policy applies to:
Who? Which parts?
Everyone - including all employees, contractors, family and associates part 2 (Insider trading laws) and part 7 (Confidentiality)
Designated Persons ie
(a) all directors, officers and other key management personnel (“KMP”) of the Company, and
(b) executive assistants to KMP, staff in finance / strategic planning, the layer of management below KMP, and IT staff with access to KMP data, and
(c) any other person designated by the Board of Directors The whole Trading Policy
Associates of Designated Persons (ie family and closely connected persons and entities) - see the Glossary for more information See paragraph 1.5
1.5 Associates
This policy also applies to Associates of Designated Persons, except that paragraphs 5.1 to 5.3 regarding prior notification, confirmation and notification of dealing apply as appropriate to the circumstances. If relevant, a Designated Person must:
(a) inform their Associates about this policy; and
(b) communicate on behalf of their Associates with the Notification Officer for the purposes of this policy.
If you are in doubt as to whether a person is an Associate and the application of this policy to them, you should contact the Company’s General Counsel who will make a determination on the issue.

2 Insider Trading Ban - Corporations Act and FMCA
2.1 What is the Insider Trading Ban?
Under the Corporations Act and the FMCA, if you have Inside Information (as defined in paragraph 2.2 below) relating to the Company it is illegal for you to:
(a) deal in (that is, apply for, acquire or dispose of) Company Securities or enter into an agreement to do so; or
(b) procure another person to apply for, acquire or dispose of Company Securities or enter into an agreement to do so; or
(c) directly or indirectly communicate, or cause to be communicated, 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 information to engage in the activities specified in paragraphs (a) or (b) above.
Options are included
It is also illegal to apply for, grant, exercise or transfer an option over Company Securities if you have Inside Information about those entities.
Other organisations’ securities
It is also illegal to trade in the securities of other entities if you have Inside Information about those entities. This includes suppliers, contractors and customers.
Any capacity
It does not matter how or in what capacity you become aware of the Inside Information. It does not have to be obtained from the Company to constitute Inside Information.
No giving “tips”
You cannot avoid the Insider Trading Ban by arranging for a family member or friend to deal in Company Securities, nor may you give “tips” concerning Inside Information relating to the Company to others[, including customers].
WARNING: The Insider Trading Ban applies to everyone (not just Designated Persons) and applies at all times.
2.2 What is Inside Information?
“Inside Information” is information relating to the Company which is not generally available to the market but, if the information were generally available to the market, would be likely to have a material effect on the price or value of Company Securities. Inside Information can include matters of speculation or supposition and matters relating to intentions or likely intentions of a person.
Information is regarded as being likely to have a material effect if it would, or would be likely to, influence persons who commonly invest in securities or other traded Financial Products in deciding whether or not to deal in Company Securities.
Examples of Inside Information could be:
(a) the financial performance of the Company against its budget;
(b) changes in the Company’s actual or anticipated financial condition or business performance;
(c) changes in the capital structure of the Company, including proposals to raise additional equity or increase debt;
(d) proposed changes in the nature of the business of the Company;
(e) changes to the Board of Directors or significant changes in Key Management Personnel;
(f) an undisclosed significant change in the Company’s market share;
(g) likely or actual entry into, or loss of, a material contract;
(h) material acquisitions or sales of assets by the Company;
(i) a proposed dividend or other distribution or a change in dividend policy; or
(j) a material claim against the Company or other unexpected liability.
2.3 When is information generally available?
Information is generally available if:
(a) it consists of readily observable matter or deductions;
(b) it has been brought to the attention of investors through an announcement to ASX, NZX or otherwise similarly brought to the attention of investors who commonly invest in securities, and a reasonable period has elapsed since it was announced or brought to investors’ attention; or
(c) it consists of deductions, conclusions or inferences made or drawn from information referred to in paragraphs (a) or (b) above.
Examples of possible readily observable matters are:
(a) a change in legislation which will affect the Company’s ability to make certain types of investments; or
(b) a severe downturn in global securities markets.
2.4 Penalties
As well as reputational damage for both you and the Company, if you break the insider trading laws, you may be subjected to serious legal consequences including:
(a) criminal penalties for a conviction include heavy fines and imprisonment;
(b) civil liability - you can be sued by another party or the Company for loss they suffer as a result of your illegal trading;
(c) civil penalty provisions - the Australian Securities and Investments Commission (“ASIC”) and/or the Financial Markets Authority (NZ) may seek civil penalties against you and may even seek a court order that you be disqualified from managing a corporation; and
(d) disciplinary action including dismissal - if you breach the law, this policy, or both, we will regard it as serious misconduct which may lead to disciplinary action including dismissal.

3 No dealing in Prohibited Periods
3.1 Closed and Prohibited Periods
In addition to complying with the Insider Trading Ban, Designated Persons must not deal in Company Securities during the following Prohibited Periods (except in accordance with this policy):
(a) the following closed periods:
(i) from 1 January to the start of trading on the first trading day after the Company’s half yearly results are announced to ASX and NZX;
(ii) from 1 July to the start of trading on the first trading day after the Company’s annual results are announced to ASX and NZX;
(iii) from 4 weeks before, to the start of trading on the first trading day after, the Company’s annual general meeting (if known);
(iv) from 4 weeks before a prospectus, cleansing notice or similar disclosure document is lodged by the Company with ASX and NZX (if known); and
(b) any extension to a closed period, and any additional period, as specified by the Board from time to time.
Designated Persons may deal in Company Securities at other times subject to complying with the Insider Trading Ban and the requirements of this policy including the Clearance Procedures.

4 Further restrictions
4.1 No margin lending
Designated Persons are not permitted to enter into margin lending arrangements in relation to Company Securities. The grounds for this include that the terms may require Company Securities to be sold during a Prohibited Period or when the Designated Person possesses Inside Information.
This restriction does not extend to other funding arrangements where Company Securities may be included as security. Designated Persons should consult the Company’s General Counsel if they are uncertain as to whether an arrangement should be classified as a margin lending arrangement.
4.2 No short term or speculative trading or short selling
The Company encourages Designated Persons to be long term investors in the Company.
Designated Persons must not engage in short term or speculative trading in Company Securities or in derivative or other Financial Products issued over or in respect of Company Securities. Short term means in less than a 3 month period.
Designated Persons must not engage in short selling of Company Securities.
4.3 No hedging
Subject to the law, Designated Persons and their closely related parties (as defined in the Corporations Act) must not:
(a) enter into transactions or arrangements with anyone which could have the effect of limiting the exposure of the member to risk relating to an element of the member’s remuneration that:
(i) has not vested in the member; or
(ii) has vested in the member but remains subject to a holding lock; or
(b) deal at any time in Financial Products over or in respect of Company Securities, except for the type of dealing permitted by law or under this policy.
Examples of prohibited arrangements:
(a) a put option on incentive remuneration;
(b) a short position on shares that forms part of the incentive remuneration. A short position is a position in relation to shares in a listed company where the quantity of the shares that a person has is less than the quantity of the shares that the person has an obligation to deliver; and
(c) an income protection insurance contract in which the insurable risk event affects the financial value of remuneration or equity or an equity-related instrument for the key management personnel.
Examples of arrangements that are not prohibited:
(a) an income protection insurance contract in which the insurable risk event is death, incapacity or illness of any of the KMP; and
(b) a foreign currency risk arrangement.

5 Clearance Procedures
5.1 Prior notification
If a Designated Person, who believes that trading is permitted under this policy, proposes to deal in Company Securities (including entering into an agreement to deal) at any time they must first provide (using the appropriate Company form) both:
(a) written notice of their intention to the Notification Officer listed below (unless otherwise notified to the relevant Designated Person); and
Designated Persons & other employees Notification Officer
Chairman of the Board The Board / the CEO
Other Directors (including the CEO and alternate Directors) The Chairman of the Board
Key Management Personnel The CEO or Company General Counsel
Other Company Employees Company General Counsel
(b) confirmation that they are not in possession of Inside Information.
The relevant Notification Officer may appoint a delegate to act on his or her behalf if temporarily unavailable.
5.2 Confirmation
Before dealing in Company Securities, the Designated Person must receive a confirmation signed by the Notification Officer.
A confirmation expires 5 days from its date, unless it specifies a different expiry date. If the dealing has not commenced within this time period, the Designated Person must lodge another notification with the Notification Officer and receive a confirmation prior to trading.
A confirmation confirms that the proposed dealing by the Designated Person is within the terms of the Trading Policy but does not otherwise constitute approval or endorsement by the Company or the Notification Officer for the proposed dealing.
Even if confirmation is granted, a Designated Person remains personally responsible for their own investment decisions and assessing whether the Insider Trading Ban applies to them. Before a Designated Person trades in Company Securities, they should consider carefully whether they are in possession of any relevant Inside Information and if in doubt, they should avoid trading.
If at any time the Designated Person comes into possession of Inside Information after receiving a confirmation to trade, they must not trade despite having received the confirmation.
5.3 Notification of dealing
In addition to providing advance notice under paragraph 5.1, Designated Persons must confirm in writing to the relevant Notification Officer, within 3 business days from when the dealing in Company Securities has occurred, the number of Company Securities affected and the relevant parties to the dealing.

6 Exceptions
6.1 Permitted dealings
Certain types of dealing are excluded from the operation of part 3 of this policy and may be undertaken at any time (subject to the Insider Trading Ban). They are listed in schedule 2 and are permitted primarily on the basis that the trading is passive, restrictive, outside of the individual’s control or there is no underlying change in beneficial owner.
Where the trading comprises the application for, and acquisition (by way of issue) under that application, of Company Securities by, or by the trustee for, employees under a superannuation scheme, pension fund or other scheme established solely or primarily for the benefit of employees, that trade may occur regardless of whether the relevant person is in possession of Inside Information.
6.2 Exceptional circumstances
If there are exceptional circumstances of the kind listed in schedule 3, a Designated Person may request, and the Notification Officer may give, prior confirmation for the Designated Person to:
(a) deal in Company Securities during a Prohibited Period; or
(b) dispose of Company Securities even if otherwise prohibited under part 4,
except if this would breach the Insider Trading Ban - see part 2.

7 Confidential Information
You must treat all sensitive, non-public information (“Confidential Information”) about the Company as confidential and belonging to the Company. Take whatever steps are reasonably necessary to keep Confidential Information from being disclosed (except as authorised or legally required). This means:
(a) you must avoid inadvertent or indirect disclosure of Confidential Information;
(b) you must be careful that your conversations are not overheard in elevators, aeroplanes or other public places;
(c) even within the Company, Confidential Information should be distributed to or discussed with others only on a need-to-know basis, and those people must be told that the information is confidential;
(d) you must not disclose Confidential Information to others (including family members, relatives, business or social acquaintances) except as authorised or legally required; and
(e) you must not leave Confidential Information on conference tables, desks or otherwise unguarded.

8 Notifying interests and updating registers
The Company, its Directors and Company General Counsel will comply with requirements regarding notifying Directors’ interests and updating Company registers including:
(a) disclosure obligations under the ASX Listing Rules (such as under ASX Listing Rules 3.1 and 3.19A);
(b) notifying ASIC and NZX of a substantial shareholding or change to that holding (under section 671B the Corporations Act and Subpart 5, Part 5 of the FMCA);
(c) for notifications, requests and clearances under this policy; and
(d) for Directors’ material personal interests and standing notices (under Ch 2D div 2 of the Corporations Act and Subpart 6, Part 5 of the FMCA).

9 Awareness and training
The highest standards of corporate conduct are critical to the Company’s reputation. The Company General Counsel will instigate induction and on-going training, and set up appropriate processes, to promote compliance with this policy. A copy of this policy will be available on the Company’s intranet site. It will be distributed to all Designated Persons and made available to employees and other persons as relevant.

10 Obtaining further advice
If you do not understand any aspect of this trading policy, or are uncertain whether it applies to you or your family or other Associates, please contact Company’s General Counsel at [email protected]. You may wish to obtain your own legal or financial advice before dealing in Company Securities.

11 Review and publication of this policy
The Board will review this policy from time to time so that it remains relevant to the needs of the Company. This policy may be amended by resolution of the Board.
This policy is available on the Company’s website. Key features are also published in:
(a) the annual report or a link given to the governance section of the Company’s website; and
(b) in the Appendix 4G form to be lodged with ASX at the same time as the annual report.

Schedule 1 - Glossary
Unless the contrary intention appears, these meanings apply in the Trading Policy:
Term Definition
ASIC Australian Securities and Investments Commission
Associate Associates of a Designated Person include their closely connected persons and entities, ie their family members, trusts, companies, nominees and other persons over whom a Designated Person has, or may be expected to have, investment control or influence. See paragraph 1.5.
ASX ASX Limited or Australian Securities Exchange, as the context requires
Clearance Procedures means the process referred to in part 5
Company Harmoney Corp Limited and its related bodies corporate
Company Securities any securities of the Company including debentures, options, rights, derivatives and other Financial Products issued over or in respect of Company securities that are able to be traded on a financial market
Confidential Information has the meaning given in part 7
Corporations Act or “CA” Corporations Act 2001 (Cth)
“deal” or “trade” includes to take part in any transaction associated with buying, selling, acquiring, disposing of, converting or agreeing to do any of these things
Designated Person has the meaning given in paragraph 1.4
Financial Products include derivatives, options, warrants, futures, forward contracts, swaps and contracts for difference issued or created over or associated with Company Securities by third parties
but do not include portfolio products that are not specific to the Company eg index funds
FMCA Financial Markets Conduct Act 2013 (NZ)
Inside Information has the meaning given in CA 1042A as summarised in paragraph 2.2
Insider Trading Ban means the prohibitions in CA 1043A on trading or dealing with Inside Information as summarised in part 2
Key Management Personnel means persons having authority and responsibility for planning, directing and controlling the activities of an entity, directly or indirectly, including all executive and non-executive directors (see Accounting Standard AASB 124)
Notification Officer the relevant person specified in paragraph 5.1 to whom notice should be given
NZX NZX main board stock exchange operated by NZX Limited
Prohibited Period has the meaning given in part 3

Schedule 2 - Permitted dealings
In accordance with paragraph 6.1, the following types of dealing are excluded from the operation of part 3 of this policy and may be undertaken at any time (except if this would breach the Insider Trading Ban - see part 2):
(a) (family transactions) transfers to, or receiving transfers from, an Associate of the Designated Person;
(b) (superannuation) transfers of Securities which are already held in a superannuation fund or other saving scheme in which the Designated Person is a beneficiary;
(c) (third parties) an investment in, or trading in units of, a fund or other scheme (other than a scheme only investing in Company Securities) where the assets of the fund or other scheme are invested at the discretion of a third party;
(d) (other trustees) where a Designated Person is a trustee, trading in Company Securities by the respective trust provided the Designated 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 Designated Person;
(e) (takeover) undertakings to accept, or the acceptance of, a takeover offer or scheme of arrangement or equal access buy-back;
(f) (pro rata offers,) acquisitions or disposals of securities under a pro rata issue trading under an offer or invitation made to all or most of the security holders, such as a pro rata rights issue, where the plan that determines the timing and structure of the offer has been approved by the Company’s 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 renouncable pro rata issue;
(g) (SPPs and DRPs) trading under a security purchase plan or a dividend or distribution reinvestment plan where the Designated Person did not commence or amend their participation in the plan during a Prohibited Period;
(h) (share qualification) any shares required to be owned by a director to satisfy a share qualification prescribed by any of the Company’s constituent documents;
(i) (lender disposal) a disposal of Company Securities that is the result of a secured lender exercising their rights, however, this does not extend to disposal under a margin lending agreement if the agreement is prohibited by this policy;
(j) (incentive scheme) a decision to participate in an incentive scheme or the exercise (but not the sale of Securities following exercise) of an option or right under an employee incentive scheme, or the conversion of 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 and the Company has been in an exceptionally long Prohibited Period or the Company has had a number of consecutive Prohibited Periods and the Designated Person could not reasonably have been expected to exercise it at a time when free to do so, or the acquisition of securities in the capacity as a trustee of an employee incentive scheme;
(k) (trading plan) trading under a non-discretionary trading plan for which prior written clearance has been provided in accordance with procedures set out in this policy and where:
(i) the Designated Person did not enter into the plan or amend the plan during a Prohibited Period; and
(ii) the trading plan does not permit the Designated Person to exercise any influence or discretion over how, when, or whether to trade,
and otherwise meets the requirements of section 260 of the FMCA.
However, this policy does not allow the Designated Person to cancel the trading plan or cancel or otherwise vary the terms of their participation in the trading plan during a Prohibited Period other than in exceptional circumstances.

Schedule 3 - Exceptional circumstances
Request
In accordance with paragraph 6.2 and using the relevant Company form, accompanied by relevant evidence of proof of exceptional circumstances, a Designated Person may request, and the Notification Officer may give, prior confirmation for the Designated Person to:
(a) deal in Company Securities during a Prohibited Period; or
(b) dispose of Company Securities even if otherwise prohibited under part 4,
if there are exceptional circumstances (except if this would breach the Insider Trading Ban - see part 2).
Examples of exceptional circumstances are:
(a) severe financial hardship, eg a pressing financial commitment that cannot be satisfied otherwise than by selling the relevant Company Securities;
(b) requirements under a court order or court enforceable undertakings or other legal or regulatory requirements (eg a family law settlement) or some other overriding legal or regulatory requirement to transfer, or accept a transfer of, Company Securities; or
(c) other exceptional circumstances as determined by the Chairman (or Chief Executive Officer where the Chairman is involved).
A liability to pay tax does not normally constitute severe financial difficulty.
If the Notification Officer has any doubt in making a determination of exceptional circumstances, they should exercise the discretion with caution.
The requirements of paragraphs 5.1 to 5.3 must be complied with regarding prior notification, confirmation and notification of dealing.

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