Trading Policy

1. Introduction

The ordinary shares of Nvoi Ltd (“Company”) are listed on the Australian Securities Exchange (ASX).

This document sets out the policy of the Company concerning dealings in the Company’s securities by:

    1. Directors of the Company and their associates; and
    2. Members of the Company’s Executive Management team and their associates; and
    3. Employees and their associates.

The purpose of this policy is to establish a best practice procedure relating to buying and selling securities that provides protection to the Company, Directors, Executives and employees against the misuse of unpublished information that could materially affect the value of securities.

2. Definitions

In this policy, unless the context otherwise requires:

Closed Periods means each of the following periods:

    1. Two weeks prior to the release of each of the Company’s annual and half yearly accounts to the ASX;
    2. One week prior to release of the Company’s quarterly reports; and
    3. Any other time that the Group CEO, in consultation with the Chairman, declares as a Closed Period.

Company Securities includes ordinary shares, preference shares, options, debentures (including convertible notes), prescribed interests, derivatives and warrants issued or made available by the Company or any associated company that is listed for trading on the ASX.

Director means a director of the Company and includes a “Related Party” as defined in the Corporations Act 2001 (Cth).

Executive means a member of the Company’s Executive Management team and includes a “Related Party” as defined in the Corporations Act 2001 (Cth).

Inside Information has the meaning given in the Corporations Act 2001 (Cth).

Trading includes purchasing or selling Company Securities or any option in relation thereto and trade has an equivalent meaning.

3. Policy

3.1 Responsibility of Directors, Executives and employees

Directors, Executives and employees must comply at all times with the provisions of the Corporations Act 2001 (Cth) and ASX Listing Rules concerning trading including:

    1. Insider trading provisions;
    2. Market manipulation provisions;
    3. Substantial shareholder notice provisions; and
    4. Notification requirements.

It is each Director’s, Executive’s and employee’s own responsibility to ensure that they are fully aware of their legal obligations with respect to trading.

3.2 Insider Trading

Directors, Executives and employees must not at any time whilst they are in possession of Inside Information trade in Company Securities or procure any other person to trade in Company Securities until after:

    1. Disclosure to the public of the Inside Information, whether by way of press release, disclosure to the ASX or filling made with securities regulatory authorities; or
    2. The Inside Information ceases to be material.

3.3 Closed Periods

Subject to item 3.2 above and the other provisions of this Policy, Directors, Executives and employees may trade in Company Securities at any time except during Closed Periods.

3.4 Notification of Trading

Directors must provide written confirmation of any trading in Company Securities to the Company Secretary for lodgment of the appropriate forms at the ASX within the required timelines.

3.5 Trading in a Closed Period

Directors, Executives and employees may only be permitted to trade in Company Securities in a Closed Period with the prior written approval of:

    1. in the case of the CEO, the Chairman;
    2. in the case of the Chairman, the CEO; and
    3. in all other cases, the Chairman and the CEO,

which will only be given in exceptional circumstances (such as severe financial hardship or court order), and is subject to the other provisions of this policy. The trading must occur in accordance with the terms of the written approval.

Any application for an exemption allowing the sale of Company Securities during a Closed Period based on exceptional circumstances must be made in writing and be accompanied by relevant legal documentation and/or a statutory declaration stating all of the facts and copies of relevant supporting documentation.

3.6 Participation in Rights Issues, Dividend Reinvestment Plans etc.

The Closed Periods do not restrict Directors, Executives and employees from participating or accepting entitlements under the any rights issues, share purchase plans, dividend reinvestment plans (or similar) that are available to the Company’s shareholders on the same terms, but do apply in respect of any subsequent trading of Company Securities to which the Directors and Executives become entitled under those plans or arrangements.

3.7 Long Term Trading

The Company wishes to encourage Directors, Executives and employees to adopt a long term attitude to investment in Company Securities. Therefore, Directors, Executives and employees must not engage in short term or speculative trading of Company Securities.

4. Non-Compliance and Further Advice

This Policy does not contain an exhaustive analysis of the restrictions imposed on, and the very serious legal ramifications of insider trading. Directors, Executives and employees who wish to obtain further advice in this matter, are encouraged to contact the Company Secretary.

Compliance with these guidelines for trading in Company Securities does not absolve that individual from complying with the law, which must be the overriding consideration when trading in Company Securities.

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