Carnegie Clean Energy : Security Trading Policy

ASX Announcement 17th January 2017

Security Trading Policy

In accordance with ASX Listing Rule 12.10, please find attached a copy of the Company's Policy for Trading in Company Securities.

Document Revision History

CA00.17_POLICY FOR TRADING IN COMPANY SECURITIES_Rev_4.docx

Directors, officers, employees, advisors and consultants ("Restricted Persons")1 who wish to trade in Company securities must first have regard to the statutory provisions of the Corporations Act dealing with insider trading.

Insider trading is the practice of dealing in a company's securities (which includes shares and option) by a person in possession of information not generally available, but if it were generally available would, or would be likely to influence a person's decision to transact in the company's securities. Legally insider trading is an offence which carries severe penalties, including imprisonment.

In summary, Restricted Persons must not, whether in their own capacity or as an agent for another, subscribe for, purchase, or sell, or enter in to an agreement to subscribe for, purchase or sell, any securities in the Company, or procure another person to do so:

1. If that Restricted person possesses information that a reasonable person would expect to have a material effect on the price or value of the securities or influence a person's decision to buy or sell the securities in the Company if the information was generally available.

2. If the Restricted person knows or ought reasonably to know that:

3. the information is not generally available; and

4. if it were generally available, it might have a material effect on the price or value of the securities or influence a person's decision to buy or sell the securities in the Company.

5. Information is generally available if it is: (a) readily observable; (b) has been made known in a manner likely to bring it to the attention of persons who commonly invest in securities of the relevant type and a reasonable period for that information to be disseminated has elapsed since it was made known; or (c) consists of deductions, conclusions or inferences made or drawn from information falling under (a) and (b).

   Further, Restricted Persons must not either directly or indirectly pass on this kind of information to another person if they know, or ought reasonably to know, that this other person is likely to deal in the securities of the Company or procure another person to do so.

   Examples of information which, if made available to the market, may depending on the circumstances be likely to have a material impact on the price of the Company's securities are set out in the Appendix.

   2. PRIOR NOTIFICATION OF TRADING

   Restricted Persons must not trade in the Company's securities at any time outside of a Prohibited Period (defined below) unless the Restricted Person first notifies

6. in the case of employees, contractors and advisers the Managing Director, or in his absence, the Company Secretary;

   1 In this policy references to Restricted Persons includes all Connected Persons of the Restricted Persons. "Connected Persons" means the director's, officer's, employee's, adviser's or consultant's immediate family (includes a person or persons under the control or influence of the director, officer, employee, adviser or consultant and related entities controlled by the director, officer, employee, adviser or consultant and related entities controlled by members of the director, officer, employee, adviser or consultant's immediate family). Further, all references to officers includes a reference to 'key management personnel' as defined in AASB Standard 124 Related Party Disclosure, being those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

7. in the case of a director or officer, the Chair or in his absence, the Managing Director;

8. in the case of the Managing Director, the Chair; or

9. in case of the Chair, the Managing Director, (each, a "Notification Officer").

A prior notification should be given in writing using the form attached to this policy entitled 'Request for Prior Written Clearance to Trade in Company Securities/Prior Notification' and given to the Notification Officer and to the Company Secretary. The notification must be given at least one day prior to the trade, and may be submitted in person, by mail, by email or by facsimile.

1. BLACKOUT PERIODS

   In addition to the prohibitions on insider trading set out in the Corporations Act, the Company requires that Restricted Persons must not trade in the Company's securities in the period between:

2. 5 trading days prior to and 24 hours after the release of the Company's half-year financial results;

3. 5 trading days prior to and 24 hours after the release of the Company's annual financial results; and

4. 5 trading days prior to and 24 hours after the release of the Company's ASX quarterly reports for the March and September financial quarters.

5. ("Blackout Periods"), unless the circumstances are exceptional and the procedure for prior written clearance described below has been met.

   In addition to the prohibitions on insider trading set out in the Corporations Act, the Company requires that Restricted Persons must not trade in the Company's securities within any period imposed by the Company from time to time, because the Company is considering matters that would require disclosure to the market but for Listing Rule 3.1A ("Additional Period"), unless the circumstances are exceptional and the procedure for prior written clearance described below has been met. This prohibition is in addition to the Blackout Periods. The Blackout Periods, and the Additional Period are together referred to as a "Prohibited Period" in this policy.

   Please note that even if it is outside of a Prohibited Period, Restricted Persons must not trade in the Company's securities if they are in possession of inside information.