Mayfield : Trading Policy

For personal use only

Mayfield Group Holdings Ltd

(ACN 010 597 672)

Trading Policy

For personal use only

For personal use only

1 Purpose

1. Scope
   This policy summarises the law relating to insider trading and sets out the Mayfield Group Holdings Limitedd (Company) trading policy on buying and selling any securities of the Company that are able to be traded on a financial market (Company's Securities).
2. Who does this policy apply to? This policy applies as follows:
3. 1. part 2 (insider trading laws) and part 7 (confidentiality) apply to everyone (including all employees, contractors, family and associates);
   2. parts 3 to 6 (trading policy) apply to all directors, officers and other key management personnel of the Company; and any other person designated by the board of directors (Board) from time to time (each, a Designated Person); and
   3. paragraph 3.6 (associates) applies our trading policy to the family and associates of Designated Persons as specified in that paragraph.
4. Further advice
   If you do not understand any aspect of this trading policy, or are uncertain whether it applies to you or your family or associates, please contact the Company Secretary. You may wish to obtain your own legal or financial advice before dealing in the Company's Securities.

2 Insider trading prohibitions in the Corporations Act

2.1 What are the insider trading prohibitions?

Under the Corporations Act 2001 (Cth) (Corporations Act), if you have Inside Information (as defined in paragraph 2.2 below) relating to the Company, it is illegal for you to:

1. deal in (that is, apply for, acquire or dispose of) the Company's Securities or enter into an agreement to do so; or
2. procure another person to apply for, acquire or dispose of the Company's Securities or enter into an agreement to do so; or
3. directly or indirectly communicate, or cause to be communicated, that information to any other person if you know, or ought reasonably to know, that the person would or would be likely to use the information to engage in the activities specified in paragraphs (a) or (b) above.

These prohibitions also apply to the application for, grant, exercise or transfer of an option over the Company's Securities, and to the securities of other entities if you possess Inside Information about those entities.

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It does not matter how or in what capacity you become aware of the Inside Information. It does not have to be obtained from the Company to constitute Inside Information.

You cannot avoid the insider trading prohibition by arranging for a member of your family or a friend to deal in the Company's Securities nor may you give "tips" concerning Inside Information relating to the Company to others.

These prohibitions apply to everyone (not just Designated Persons) at all times.

1. What is Inside Information?
   "Inside Information" is information relating to the Company which is not generally available but, if the information was generally available, would be likely to have a material effect on the price or value of the Company's Securities. Inside Information can include matters of speculation or supposition and matters relating to intentions or likely intentions of a person.
   Information is regarded as being likely to have a material effect if it would, or would be likely to, influence persons who commonly invest in securities or other traded financial products in deciding whether or not to deal in the Company's Securities.
   Examples of Inside Information could be:
2. 1. the financial performance of the Company against its budget;
   2. changes in the Company's actual or anticipated financial condition or business performance;
   3. changes in the capital structure of the Company, including proposals to raise additional equity or borrowings;
   4. proposed changes in the nature of the business of the Company;
   5. changes to the Board or significant changes in key management personnel;
   6. an undisclosed significant change in the Company's market share;
   7. likely or actual entry into, or loss of, a material contract;
   8. material acquisitions or sales of assets by the Company ;
   9. a proposed dividend or other distribution or a change in dividend policy; or
   10. a material claim against the Company or other unexpected liability.
3. When is information generally available? Information is generally available if:
4. 1. it consists of readily observable matter or deductions;
   2. it has been brought to the attention of investors through an announcement to ASX Limited (ASX) or otherwise similarly brought to the attention of investors who

For personal use only

commonly invest in securities, and a reasonable period has elapsed since it was announced or brought to investors' attention; or

1. it consists of deductions, conclusions or inferences made or drawn from information referred to in paragraphs (a) or (b) above.

Examples of possible readily observable matters are:

1. a change in legislation which will affect the Company's ability to make certain types of investments; or
2. a severe downturn in global securities markets.

2.4 Penalties

Breach of the insider trading laws may subject you to:

1. criminal liability - penalties include heavy fines and imprisonment;
2. civil liability - you can be sued by another party or the Company for any loss suffered as a result of illegal trading activities;
3. civil penalty provisions - the Australian Securities and Investments Commission (ASIC) may seek civil penalties against you and may even seek a court order that you be disqualified from managing a corporation.

Breach of the law, this policy, or both, will also be regarded by the Company as serious misconduct which may lead to disciplinary action or dismissal.

3 No dealing in Prohibited Periods

3.1 Closed and Prohibited Periods

1. Designated Persons must not deal in the Company's Securities during the following prohibited periods (except in accordance with this policy):

2. the following closed periods:
3. 1. each period of 30 days immediately prior to the intended date upon which the Company releases its annual financial statements to ASX;
   2. each period of 30 days immediately prior to the intended date upon which the company releases its half-year financial statements to ASX;
   3. each period of 24 hours immediately after the date upon which the company issues a price sensitive ASX announcement; and
4. any extension to a closed period, and any additional period, as specified by the Board, (Prohibited Periods).