Policies and Charters
SECURITIES TRADING POLICY
SPLITIT PAYMENTS LTD, ARBN 629 557 982 (“Company”)
1. Scope
This Policy sets out the Company’s policy on dealing by directors, employees and contractors of any Group Company and their respective Associates in:
(a) Company Securities; and
(b) Securities of other entities.
If you do not understand any part of this Policy, the summary of the law, or how it applies to you, you should raise the matter with the Company Secretary before dealing with any Securities covered by this Policy.
2. Purpose
(a) Under Australian legislation, the insider trading laws operate to prohibit people in possession of non-public price sensitive information from dealing in Securities or passing on the information to other people who may deal in Securities.
(b) Given the restrictions imposed by law, this Policy is relevant to all directors, employees and contractors of any Group Company and each Associate of those persons. This Policy also imposes additional restrictions (described below) on Restricted Persons.
3. Meaning of Securities
For the purposes of this Policy, “Securities” means shares, debentures, options to subscribe for new shares and options over existing shares, warrant contracts and other derivatives relating to the shares.
4. Insider Trading Laws
4.1 Prohibition
If you have any Inside Information (as defined in rule 4.3 below) about any Group Company (or another relevant entity, such as a company with which the Company is considering a transaction) which is not publicly known, it is a criminal offence for you to:
(a) trade in the Company Securities (or Securities of the other relevant entity);
(b) advise or procure another person to trade in the Company Securities (or Securities of the other relevant entity); or
(c) pass on (directly or indirectly) Inside Information to someone else (including colleagues, family or friends) knowing (or where you should have reasonably known) that the other person will, or is likely to, use that information to trade in, or procure someone else to trade in, the Company Securities (or Securities of the other relevant entity).
4.2 Consequences of insider trading
This offence, called “insider trading”, can subject you to:
(a) criminal liability including large fines and/or imprisonment;
(b) a civil penalty; and
(c) civil liability, which may include being sued for any loss suffered as a result of illegal trading.
4.3 Inside information
(a) “Inside Information” is information that:
(i) is not generally available; and
(ii) 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 or on a decision to buy or sell those securities.
(b) The financial impact of the information is important, but strategic and other implications can be equally important in determining whether information is Inside Information. The definition of information is broad enough to include rumours, matters of supposition, intentions of a person (including the Company) and information which is insufficiently definite to warrant disclosure to the public.
(c) Importantly, you need not be an “insider” to come across Inside Information. That is, it does not matter how you come to know the Inside Information (for example, you could learn it in the course of carrying out your responsibilities or in passing in the corridor or in a lift or at a dinner party).
4.4 Insider trading is prohibited at all times
(a) If you possess Inside Information, you must not buy or sell the Company Securities, advise or get others to do so or pass on the Inside Information to others. This prohibition applies regardless of how you learn the information.
(b) The prohibition on insider trading applies not only to information concerning the Company Securities. If a person has Inside Information in relation to Securities of another company, that person must not deal in those Securities.
(c) The insider trading prohibitions apply even when a trade falls within an exclusion to the restrictions on trading set out in this Policy if it is undertaken by, or procured by, someone in possession of Inside Information at the time of the trade.
5. Confidential Information
Related to the above, certain people, including directors and employees, also have a duty of confidentiality to the Company, which extends to information regarding any company in which the Company has an interest. You must not reveal any confidential information concerning any Group Company, use that information in any way which may injure or cause loss to the Company, or use that confidential information to gain an advantage for yourself.
6. Trading Restrictions Imposed by this Policy
6.1 Additional restrictions
(a) Additional restrictions (described below) on trading the Company Securities apply to Restricted Persons (as defined below). The additional restrictions in this Policy do not prohibit Restricted Persons from acquiring Securities under a Company dividend reinvestment plan or an employee share plan, if either plan exists (however, the additional restrictions will apply to any subsequent trading of the Company Securities acquired under those plans).
(b) It is important to note that although the additional restrictions do not apply to a Restricted Person’s participation in a dividend reinvestment plan or an employee equity plan, a Restricted Person must not make an election to participate or cease participation in a dividend reinvestment plan or employee share plan if they are in possession of Inside Information.
6.2 Reasons for additional restrictions
Restricted Persons are in positions where it may be assumed that they may come into possession of Inside Information and, as a result, any trading by Restricted Persons may embarrass or reflect badly on them or on any Group Company (even if a Restricted Person has no actual Inside Information at the time). This Policy is designed to avoid the possibility that misconceptions, misunderstandings or suspicions might arise due to trading by Restricted Persons in Securities.
6.3 Blackout periods
Dealing in Company Securities is prohibited by a Restricted Person during a blackout period as set out below:
| Event | Period | Applicable Restricted Person |
| Financial Year End / Quarterly Reporting for Q4 |
The period each year from 4:00pm (Sydney time) on 24 December until 10:00am (Sydney time) on the next trading day following the announcement to the ASX of the preliminary financial statement or full year results. | All |
| Quarterly Reporting for Q1 |
|
All |
|
Chairman, Directors, Senior Executives, Members of the Finance Department |
|
| Financial Half-Year End / Quarterly Reporting for Q2 | The period each year from 4:00pm (Sydney time) on 23 June until 10:00am (Sydney time) on the next trading day following the announcement to the ASX of half-yearly results. | All |
| Quarterly Reporting for Q3 |
|
All |
|
Chairman, Directors, Senior Executives, Members of the Finance Department |
|
| Additional blackout period | Any other period that the Company specifies from time to time. | As determined by the Company. |
6.4 No speculative short term trading
(a) Restricted Persons must not trade in Company Securities on a short term basis or for speculative trading gain.
(b) Restricted Persons must not engage in short selling of Company Securities.
6.5 Exceptional circumstances
(a) If a Restricted Person needs to deal in Company Securities due to exceptional circumstances but such dealing would breach this Policy, the Restricted Person must apply to the person specified in rule 7 for a waiver from compliance with the provisions in rules 6.3 or 6.4.
(b) Exceptional circumstances include severe financial hardship, compulsion by a court order or any other circumstances that are deemed exceptional by the person described in rule 7.
(c) The Restricted Person seeking a waiver under this rule must apply in writing in the form set out at Annexure A to the person specified in rule 7 setting out the circumstances of the proposed dealing (including an explanation as to the severe financial hardship or circumstances that are otherwise exceptional) and the reason the waiver is requested. A waiver will only be granted if the Restricted Person’s application is accompanied by sufficient evidence (in the opinion of the person specified in rule 7 that the dealing of the relevant Securities is the most reasonable course of action available in the circumstances.
(d) If a waiver is granted, the Restricted Person will be notified in writing (which may include notification via email) and in each circumstance the duration of the waiver to deal in Securities will be 5 trading days.
(e) Unless otherwise specified in the notice, any dealing permitted under this rule must comply with the other rules of this Policy (to the extent applicable). The insider trading prohibitions apply even when a trade falls within this rule 6.5 if it is undertaken by, or procured by, someone in possession of Inside Information at the time of the trade.
6.6 Permitted dealings
(a) Where rules 4.1, 6.3 or 6.4 do not apply, Restricted Persons are permitted to trade the Company Securities subject to the notification and approval requirements set out below.
(b) Outside the blackout periods specified in rule 6.3, Restricted Persons must notify the Company in advance of any proposed dealing in Company Securities in the form prescribed by the Company from time to time. The notification must be made to the person in rule 7 and confirm that they do not hold any Inside Information. The proposed dealing must not be entered into until written clearance has been given by the person nominated in rule 7.
(c) Any approval to trade can be given, withdrawn or refused by the Company in its discretion without giving any reasons. A decision to refuse approval is final and binding on the person seeking the approval. If approval to trade Company Securities is refused, the person seeking the approval must keep that information confidential and not disclose it to anyone. Any approval to trade under this Policy is not an endorsement from the Company and the person doing the trade is individually responsible for their investment decisions and their compliance with insider trading laws.
(d) If granted, trading consent is only valid for a period of 10 trading days after notification of approval. Trading consent is automatically deemed to be withdrawn if the person becomes aware of Inside Information prior to trading.
(e) The insider trading prohibitions apply even when a trade is permitted under this rule if it is undertaken by, or procured by, someone in possession of Inside Information at the time of the trade.
6.7 Requirements after trading
Once a Restricted Person has completed a trade in the Company Securities, the Restricted Person must:
(a) advise the Authorising Officer and the Company Secretary that the trade has been completed and provide a trade confirmation (which may occur via email); and
(b) in the case of directors, provide the Authorising Officer and the Company Secretary with sufficient information to enable the Company to comply with its ASX reporting obligations (including date, price, volume and whether the change occurred during a blackout period and if so, whether written clearance was provided). This information must be provided to ASX as soon as reasonably practicable and in any event no later than five business days after the date of the change.
6.8 Exclusions from Policy
(a) The additional restrictions in this Policy do not affect:
(i) A Restricted Person’s participation in any Company employee share or option plans or the exercise of options/rights under those plans. However, the additional restrictions in this Policy may apply to any subsequent trade of any the Company Securities issued to (or for the benefit of) a Restricted Person on the exercise of any options granted under an employee share or option plan;
(ii) A disposal of Company Securities effected by a change in the trustee of a trust;
(iii)An investment in, or trading in any units of, a fund or any managed investment scheme (other than a scheme investing only in Company Securities) where the Restricted Person is not in the position to influence the trading activities of that fund or scheme;
(iv) An acquisition of securities under a pro-rata issue or other invitation made by the Company to all or most of its shareholders;
(v) A disposal of rights under a pro-rata issue or other invitation made by the Company to all or most of its shareholders;
(vi) Transfers of Company Securities already held by a Restricted Person into a superannuation fund or other pension or saving scheme in which the Restricted Person is a beneficiary, or another company over which the Restricted Person has significant control or significant influence; or
(vii) A disposal of Company Securities arising from the acceptance of a takeover offer, scheme of arrangement or equal access buy-back.
(b) The insider trading prohibitions apply even when a trade is permitted under this rule if it is undertaken by, or procured by, someone in possession of Inside Information at the time of the trade.
6.9 No hedging
A Restricted Person must not, without prior written approval by the relevant person specified in rule 7, engage in hedging arrangements, deal in derivatives or enter into other arrangements which vary economic risk related to Company Securities including, for example, dealing in warrants, equity swaps, put and call options, contracts for difference and other contracts intended to secure a profit or avoid a loss based on fluctuations in the price of the Company’s Securities. This provision includes engaging in hedging or other arrangements that would have the effect of limiting the economic risk in connection with Company Securities including Securities which are unvested, subject to a holding lock or issued pursuant to an equity based remuneration scheme.
6.10 No margin lending
A Restricted Person must not, without prior written approval by the relevant person specified in rule 7, enter into margin loans or other secured lending arrangements. This provision includes entering into a margin or secured lending arrangement in respect of Company Securities, transferring Company Securities into an existing margin loan account and selling Company Securities to satisfy a call made pursuant to a margin loan, except where the Restricted Person has no control over such sale.
7. Consents and Notifications
If a Restricted Person proposes to deal in the Company Securities, at least two trading days before the proposed dealing they must:
(a) obtain prior written clearance to deal in the Company Securities from the relevant authorising officer noted in the table below (Authorising Officer); and/or
(b) provide confirmation to the relevant person(s) noted in the table below that they are not in possession of Inside Information:
| Restricted Person1 | Authorising Officer | Prior notification to the Company Secretary |
| Chair of the Board | Chair of the Risk, Audit and Governance Committee | Yes |
| Other Directors (including CEO) | Chair of the Board | Yes |
| Senior Executives | CEO | Yes |
| Members of the Finance Department | CFO | Yes |
| Employees, contractors and other persons identified by the Company from time to time | N/A | Yes |
1 This includes any Associate of the relevant Restricted Person.
8. Breaches of this Policy
Strict compliance with this Policy is a condition of employment or engagement by the Company. Breaches of this Policy will be regarded as serious misconduct and may lead to disciplinary action, which may include termination of employment or engagement by the Company.
9. Further Information
For more information about this Policy, contact the Company Secretary.
This Policy is effective on and from 17 September 2021.
10. Definitions
Capitalised terms in this Policy are defined below:
Associates means the following parties relating to a person:
(a) their spouse or partner;
(b) their dependent children;
(c) any trustee of a trust or other fiduciary arrangement under which the person is or may be a beneficiary; and
(d) any entity in which the person holds (directly or indirectly) a majority of the shares or otherwise Controls (directly or indirectly); or
(e) any other entity in which you are a director, secretary or executive officer.
Authorising Officer has the meaning give to it under rule 7(a).
Company Securities means Securities of the Company.
Company’s Quarterly Announcement means the announcement to the ASX of the Company’s performance and trading for the relevant quarter of the financial year.
Control has the meaning given to it under the Corporations Act 2001 (Cth).
Employee means an individual who is, or has been, any of the following:
(a) an officer of any Group Company;
(b) an employee, contractor or consultant of any Group Company, whether permanent, fixed term or temporary; or
(c) anyone who is employed or works at any Group Company in any capacity.
Facilitation Payments means payments made for the purpose of expediting or facilitating the performance of a public official for a routine governmental action. Examples include processing papers, issuing permits and other actions of an official in order to expedite performance of duties of a non-discretionary nature. The main purpose of the payment is not to influence the outcome of the official’s action, but its timing.
Group means the Company and its Subsidiaries and Group Company means any one of them.
Inside Information has the meaning given to it in rule 4.3 of this Policy.
Members of the Finance Department are any Employees that directly or indirectly report to the Company’s CFO.
Restricted Persons means:
(a) all directors and officers of any Group Company, including the CEO;
(b) Senior Executives;
(c) all employees and contractors of any Group Company;
(d) their Associates; and
(e) any other person identified by the Company from time to time.
Securities has the meaning given to it in rule 3.
Senior Executives means all senior executives of any Group Company, including any person who reports directly to the CEO of the Company.
Subsidiaries has the meaning given to it under the Corporations Act 2001 (Cth) and for the purposes of this Policy, also includes any entity which the Company Controls, or in which the Company holds a Controlling interest in excess of 20% of the shares in that entity.