Maggie Beer : Securities Trading Policy

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Securities Trading Policy

Maggie Beer Holdings Limited ACN 092 817 171 (the Company)

and its subsidiaries

1. Introduction and Purpose

1.1 Background

The Company is committed to complying with the Corporations Act and the ASX Listing Rules to create a transparent market in the trading of its securities on the ASX.

ASX Listing Rule 12.9 requires the Company, as a listed entity, to have a trading policy that restricts its key management personnel from trading in its securities during certain closed periods.

This Securities Trading Policy (Policy) regulates Trading by Directors and employees of the Company and its subsidiaries (the Group) and their Closely Connected Persons, in Company Securities or Securities of other companies. Directors and all employees must comply with the insider trading prohibitions of the Corporations Act 2001 (Cth). Any person who possesses inside information in relation to a company must not Trade in Securities of that company, regardless of the terms of this Policy or any written approval given under this Policy in respect of Company Securities.

In addition to setting out general principles in relation to Trading in Securities applicable to all Directors and employees and their Closely Connected Persons, this Policy recognises that there are specific periods when Restricted Persons should not Trade in Company Securities. This Policy also sets out procedures which apply to Trading in Company Securities by Restricted Persons.

1.2 Purpose

The purpose of this Policy is to assist Directors and employees, including Restricted Persons, to understand and comply with their obligations under the insider trading prohibitions of the Corporations Act and to protect the reputation of the Company, its Directors and employees, by establishing best practice procedure for Dealing in Company Securities.

All Directors and employees, particularly Restricted Persons, should read this Policy carefully and familiarise themselves with the requirements and procedures detailed in it.

If you have any questions about this Policy please contact the Company Secretary.

1.3 Definitions

Capitalised terms used in this Policy are defined in the Schedule.

2. Key principles of insider trading prohibition

2.1 Conduct prohibited by law

Under the Corporations Act, if a person possesses "inside information" in relation to Securities of the Company or any other company, the person must not:

1. Deal in those Securities; or
2. Procure another person to Deal in those Securities; or
3. directly or indirectly communicate the information, or cause the information to be communicated, to another person if the person knows, or ought reasonably to

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know, that the other person would, or would be likely to, Deal in those Securities in any way or Procure a third person to Deal in those Securities.

Importantly, given the broad definition of "Procure", a person who Deals in Securities through a trust or company while in possession of inside information may contravene the insider trading prohibitions and this Policy.

2.2 When a person possesses inside information

A person possesses inside information in relation to Securities of the Company or another company where:

1. the person possesses information that is not generally available and, if the information were generally available, a reasonable person would expect it to have a material effect on the price or value of the Securities; and
2. the person knows, or ought reasonably to know, that the information is not generally available and, if it were generally available, a reasonable person would expect it to have a material effect on the price or value of the Securities.

Directors and employees must assume that information is generally available only if it has been announced to ASX.

A reasonable person would be taken to expect information to have a material effect on the price or value of Securities if the information would, or would be likely to, influence persons who commonly acquire Securities in deciding whether or not to acquire or dispose of the Securities.

2.3 A person does not need to be an "insider"

A person can possess inside information in respect of a company, even if they are not associated in any way with that company. It is irrelevant how the inside information was obtained.

2.4 Penalties

A person who Trades in Securities while they possess inside information or communicates that information in the circumstances described in paragraph 2.1(c) above may be liable for both significant civil and criminal penalties.

In addition, a breach of this Policy may lead to disciplinary action by the Company or Group, including termination of employment with the Group.

2.5 Examples of inside information

The following items are examples of information which may be inside information in relation to the Company:

1. a change in financial forecasts or expectations;
2. a proposed dividend;
3. changes in the Board of Directors or senior executives;
4. pending ASX announcements;
5. proposed changes in capital structure, including issues of securities, rights issues, the redemption of securities and capital reconstructions;
6. giving or receiving a notice of intention to make a takeover offer;

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1. debt facilities and borrowings;
2. mergers, demergers, acquisitions and divestments;
3. significant changes in operations, strategy or proposed changes in the general character or nature of the business of the Company or its subsidiaries;
4. liquidity and cash flow information;
5. sales figures;
6. major or material purchases or sales of assets;
7. significant new contracts or customers;
8. an entity proposing to buy, or a securityholder proposing to sell, a substantial number of Company Securities;
9. industry issues that may have a material impact on the Company;
10. significant litigation involving the Company;
11. allegations of any breach of the law or other regulatory requirements by the Company; and
12. decisions on significant issues affecting the Company by regulatory bodies in Australia or other relevant jurisdictions (such as the Australian Securities and Investments Commission or the Australian Competition and Consumer Commission).

This is not an exhaustive list.

3. Restrictions on trading

3.1 General principles

Directors and employees must comply with the following general principles in relation to Trading in Securities:

1. Directors and employees must comply with the insider trading provisions of the Corporations Act at all times and must not Trade in Securities whilst in possession of inside information in respect of those in Securities; and
2. Directors and employees must not derive personal advantage from information which is not generally available and which has been obtained by reason of their connection with the Group.

3.2 Short term Trading - all Directors and employees

1. Directors and employees must not engage in short term Trading of Company Securities.
2. In general, the acquisition of Securities with a view to resale within a 12 month period and the sale of Securities with a view to repurchase within a 12 month period would be considered to be transactions of a short term nature.

3.3 Securities of other companies

Directors and employees must not Trade in Securities of another company whilst in possession of inside information in respect of that company.

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3.4 No Trading in Company Securities during Prohibited Periods

Restricted Persons must not Trade in Company Securities during the following Prohibited Periods:

1. from the Company's year end until the business day after the release of the full year results;
2. from the Company's half year end until the business day after the release of the half yearly results; and
3. for the two weeks preceding, and the first trading day following, the Company's Annual General Meeting.
4. for any additional periods imposed by the Board from time to time (for example when the Company is considering matters which are subject to Listing Rule 3.1A).

However, even if a Prohibited Period is not operating, Restricted Persons must not Trade in Company Securities at that time if they are in possession of inside information.

3.5 Prior written approval for Trading

Restricted Persons must seek prior written approval before undertaking any Trading in Company Securities.

This requirement applies to all Trading outside of a Prohibited Period and any Trading during a Prohibited Period which is subject to an exception in section 3.11 of this Policy. (The procedures for seeking prior written approval to Trade during a Prohibited Period as a consequence of Exceptional Circumstances are set out in section 3.10.)

In order to seek approval to Trade, Restricted Persons must submit a written request, which may include an email communication, to the Designated Officer and copied to the Company Secretary. Such written request must include information that the Restricted Person seeking approval does not have inside information relevant to the Securities or proposed Trade, and they are not aware of any reason why approval should not be provided. The Designated Officer may request such information as considered appropriate in the circumstances. The Designated Officer's discretion will be exercised with caution having regard to the importance of minimising both the risk, and the appearance, of insider trading. Restricted Persons should be aware that the Designated Officer may not provide the approval to Trade, without giving any reasons.

Restricted Persons may only engage in the proposed Trading if prior written approval is given by the Designated Officer. Any approval for the Trading will be valid for 7 days from the date it is given.

The Company Secretary will inform the Board of the details of all Trades approved.

Approval to Trade can be withdrawn if new information comes to light or if there is a change in circumstances.

The Company's decision to refuse approval is final and binding on the person seeking the approval and if approval to Trade is refused, the person seeking the approval must keep that information confidential and not disclose it to anyone.

3.6 Subsequent notification of all Trading

Restricted Persons must provide the Company Secretary with subsequent written notification of all Trading in Company Securities within two business days, regardless of whether prior written approval has been given for that Trading.

Directors must provide sufficient details of all Trading to enable the Company to file a notice in accordance with the ASX Listing Rules within 5 business days of the Trade. The Company will