K2fly : Revised Securities Trading Policy

ASX Release

ASX code: K2F

26 April 2022

Revised Securities Trading Policy

In accordance with ASX Listing Rule 12.10, K2fly Limited (K2F, K2fly or the Company) (ASX: K2F) advises that it has amended its Securities Trading Policy.

A copy of the revised Securities Trading Policy is attached.

Announcement released with authority of K2fly Board.

For further information, please contact:

Brian Miller, Executive Director, K2fly Limited. T: +61 422 227 489. E:brian@k2fly.com Glen Zurcher, Investor Relations. T: +61 420 249 299. E:glen.z@k2fly.com

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About K2fly

K2fly Limited (ASX: K2F) is an ASX listed technology provider of enterprise-level Resource Governance solutions for 'net positive impact' in Environmental, Social and Governance (ESG) compliance, disclosure and technical assurance, to operations of mining and asset intensive industries through its platform-based SaaS cloud solutions.

Our solutions address many industry challenges and help manage risk around clients' social license to operate concerning reporting & governance, reputation and disclosure demands.

Product & service offering: We deliver a suite of solutions across three key areas on a single platform:

• • Natural Resource Governance

• • Mineral Resource Governance

• • Technical Assurance

Customers: Spanning all continents, our customer base includes Australian and overseas tier-1 clients operating in 54 countries.

Strategy: Through acquisition, development, and partnerships, K2fly have assembled a unique platform that generates high margin SaaS recurring revenues, being rolled out globally. Our strategy is to 'land and expand' our offering with clients over time whereby additional solutions are rolled out to support central operational management and efficiency gains.

K2fly works closely with peak industry bodies, regulators, and our own industry advisory groups on ESG topics that are driven by rapidly changing regulations, community and investor expectations to build fit for purpose industry solutions that adhere to recognised codes and standards.

Strategic alliances: K2fly has strategic alliances with global technology companies such as Esri (USA), SAP (Germany), Hitachi-ABB (Japan) and Descartes Labs (USA).

Platform

K2FLY LIMITED

ACN 125 345 502

SECURITIES TRADING POLICY

Reviewed and updated on 26 April 2022

Registered Office

Level 4, 502 Hay Street Subiaco WA 6008 T +61 8 6333 1833 ▪ Einfo@k2fly.comwww.k2fly.com

SECURITIES TRADING POLICY

• 1. INTRODUCTION

  These guidelines set out the policy on any dealings in the Company's securities by its Personnel.

  This policy is not designed to prohibit the Company's Personnel from investing in the

  Company's securities but does recognise that there may be times when directors, officers or certain employees cannot or should not invest in the Company securities.

  Personnel are encouraged to be long-term holders of the Company's securities.

  However, it is important that care is taken in the timing of any dealings of such 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 associated with the perception of insider trading.

• 2. DEFINITIONS

  In this policy:

  Key Management Personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any Director (whether executive or otherwise) of that entity.

  The Company has determined that its Key Management Personnel for the purposes of this Policy are its Directors, Chief Executive Officer (CEO) and Chief Financial Officer (CFO), other Executives who report directly to the CEO and the Company Secretary of the Company.

  Key Management Personnel also includes:

  • (i) a company or trust controlled by any of the persons referred to above; and

  • (ii) for the purposes of clauses 5 and 6 only, a spouse (including a de facto spouse), child (including any step-child or adopted child), close relative, a person financially dependent on or acting with any of the Key Management Personnel referred to above.

  Personnel includes officers, employees, contractors or agents of the Company.

• 3. WHAT TYPES OF TRANSACTIONS ARE COVERED BY THIS POLICY?

  This policy applies to both the sale and purchase of any securities of the Company and its subsidiaries on issue from time to time.

4.

WHAT IS INSIDER TRADING?

Prohibition

Insider trading is a criminal offence. It may also result in civil liability. In broad terms, a person will be guilty of insider trading if:

• (a) that person possesses information which is not generally available to the market and, if it were generally available to the market, would be likely to

  have a material effect on the price or value of the Company's securities (i.e. information that is 'price sensitive'); and

• (b) that person:

To illustrate the prohibition described above, the following are possible examples of price sensitive information which, if made available to the market, may be likely to materially affect the price of the Company's securities:

• (a) the Company considering a major acquisition;

• (b) the threat of major litigation against the Company;

• (c) the Company's revenue and profit or loss results materially exceeding (or falling short of) the market's expectations;

• (d) a material change in debt, liquidity or cash flow;

• (e) a significant new development proposal (e.g. new product or technology);

• (f) the grant or loss or a major contract;

• (g) a management or business restructuring proposal;

• (h) a share issue proposal;

• (i) an agreement or option to acquire another business; and

• (j) significant contract awards, results, or changes in profit guidance estimates.

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