FlexiGroup : Updated Trading Policy

FlexiGroup Limited Level 7, 179 Elizabeth St, Sydney NSW 2000 Locked Bag 5005, Royal Exchange NSW 1225

Tel.+61-2-8905-2000 Fax. +61-2-8905-2424

23 May 2017

The Manager

ASX Market Announcements Australian Securities Exchange Sydney NSW 2000

Dear Sir / Madam

FlexiGroup Limited attaches its updated trading policy which has been amended in line with ASX

Guidance Note 27 and the Governance Institute of Australia's Good Governance Guide.

Yours sincerely

Melissa Robinson Company Secretary

Page 1 of 1

Trading Policy‌‌

Dated 30 November 2006

FlexiGroup Limited (Company)

Updated December 2010, April 2014 and May 2017

Level 50 Bourke Place

600 Bourke Street

Melbourne VIC 3000 Australia

DX 101 Melbourne www.kwm.com 11789838_3

Contents

1. Purpose 1

2. Scope of this document 1

3. Who does the trading policy apply to? 1

4. Further advice 1

5. Insider trading prohibitions in the Corporations Act 1

6. The insider trading prohibitions 1

7. What is Inside Information? 2

8. When is information generally available? 3

9. What are the consequences if you breach the insider trading prohibitions? 3

10. The Company's Trading Policy 3

11. What does this trading policy apply to? 3

12. General prohibitions 3

13. Closed Periods 4

14. Clearance procedures 4

15. Prior notification 4

16. Confirmation 4

17. Notification of the dealing 5

18. Exceptional circumstances 5
19. Permitted dealings 5
20. Other prohibitions 7

21. Dealing in financial products issued over the Company's Securities by third parties 7

22. Limiting economic risk 7

23. Securities of other entities 7

24. No Margin Lending 7

25. No short term or speculative trading 7

26. Confidential Information 8
27. Notifying interests and updating registers 8
28. Awareness and training 8
29. Employment and monitoring of compliance 8
30. Review and publication of this policy 8
31. Where can I obtain further information? 9
32. Schedule 1 - Notification Form to Deal in the Company's Securities 10 Schedule 2 - Notification Officers 11 Schedule 3 - Acknowledgement by Employee/Director 12
33. Purpose
34. Scope of this document

    This document summarises the law relating to insider trading and sets out the Company's trading policy on buying and selling any securities of the Company including shares, options, derivatives, managed investment products and superannuation products (Securities) of the Company and other financial products issued or created over or associated with Securities by third parties that are able to be traded on a financial market. 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 trading 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.

35. Who does the trading policy apply to?

    The Company's Board of Directors has adopted this trading policy which applies to all directors, officers, senior management and other employees of the Company (Staff). It is important to remember that although this trading policy only applies to the persons specified above, the insider trading prohibitions set out in the Corporations Act 2001 (Cwlth) (Corporations Act) and discussed in Part 2 below, apply to all persons (including members of your family).

    This trading policy also applies to Associates of Designated Persons (being family and closely connected persons and entities (being entities and/or people over whom a Designated Person has, or may be expected to have, investment control and influence)), except that the parts of this trading policy regarding prior notification, confirmation and notification of dealing apply as appropriate to the circumstances. If relevant, a Designated Person must:

36. inform their Associates about this trading policy; and

37. communicate on behalf of their Associates with the Notification Officer for the purposes of this trading policy.

    If you are in doubt as to whether a person is an Associate and the application of this trading policy to them, you should contact the General Counsel of the Company who will make a determination on the issue.

38. Further advice

    If you do not understand the summary of the law relating to insider trading set out below or this trading policy, or if you are confused as to whether the law applies to you, please contact the Company Secretary or General Counsel. You may wish to seek your own professional legal advice before dealing in the Company's Securities.

39. Insider trading prohibitions in the Corporations Act
40. The insider trading prohibitions

    If you have Inside Information (as defined in paragraph 2.2 below) relating to the Company it is illegal for you to:

41. deal in (that is, apply for, acquire or dispose of) the Company's Securities or enter into an agreement to do so; or

42. 1