1. PURPOSE
In order to preserve the reputation and integrity of Finexia Financial Group Limited (FNX), it is vital that when people associated with FNX deal in Finexia’s securities, those dealings are not only fair, but are seen to be fair. When directors and employees deal in securities of FNX they must be sure that it does not reflect badly on them or FNX. The following policy is designed to avoid the possibility that misconceptions, misunderstandings or suspicions might arise.

The general scheme of this policy regarding allowable dealings by directors, employees, advisers and consultants (Applicable Persons) and their related parties (spouses, de facto spouses, parents and children) (Related Persons) in FNX securities is that those persons should:

• Never engage in short term trading of FNX’s securities;
• Not deal in FNX securities while in possession of Inside Information (defined below);
• In the case of key management personnel, notify the company secretary of any intended transactions involving FNX securities;and
• in the case of key management personnel, ensure any of their buying or selling of FNX securitiesoccurs outside of Prohibited Periods (defined below) unless prior written clearance is obtainedin accordance with this policy.

2. OVERVIEW OF INSIDER TRADING PROVISIONS OF THE CORPORATIONS ACT
Under the Corporations Act 2001 (Cth) (Corporations Act), it is illegal for anybody to deal in any securities of a body corporate (including FNX), when in possession of information that the person knows, or ought reasonably to know:

• is not generally available (including information that FNX has not disclosed to the market in accordance with FNX’s disclosure policy); and
• might have a material effect on the price or value of those securities if it was generally available, (Inside Information).

This prohibition extends to procuring another person to deal, and, in the case of securities of listed corporations, extends to communicating the Inside Information to another person, if the person knows, or ought reasonably to know, that the other person would, or would be likely to, deal in the securities in question or procure another person to do so.

Examples of information that may be Inside Information include:

• The status of major regulatory approvals sought by FNX;
• The outcome of studies related to FNX’s assets;
• The financial performance of FNX;
• FNX’s capital structure, such as a proposed dividend or issue of securities;
• Actual or proposed major acquisitions and disposals of FNX’s assets;
• An actual or proposed takeover or merger;
• Major claims against FNX; or
• entering into or terminating a major contract.

For the purpose of this policy:

• Dealing includes applying for, acquiring or disposing of, or entering into an agreement to apply for, acquire or sell, securities, and “deal” has a corresponding meaning;
• Securities include shares, derivatives and other financial products that can be traded on a financial market including financial products issued or created over FNX securities by third parties and products which operate to limit economic risk in securities holdings in FNX; and
• Key management personnel means a director, the managing director, the company secretary, employees with the title “Manager” and any other person from time to time notified by the Board.

3. CONFIDENTIALITY AND INSIDE INFORMATION

While in possession of Inside Information about FNX, Applicable Persons must not:

• deal in the Company’s securities; or
• procure, encourage, incite or induce any other person to deal in the Company’s securities

While it is acknowledged that Applicable Persons may have no control over Related Persons, dealings in FNX securities by Related Persons has the potential to cause reputational damage to FNX. As a result, Applicable Persons are encouraged to counsel their Related Persons to comply with the restrictions set out above.

4. DEALING WITH SECURITY ANALYSTS, INSTITUTIONAL INVESTORS AND JOURNALISTS

Applicable Persons may be exposed to persons outside FNX such as security analysts, institutional investors and journalists. It is important that Applicable Persons are aware that selective disclosure of non-public information may result in a breach of the insider trading rules. Thus, if a report containing material non-public information concerning FNX was communicated only to local or trade journalists and if full public disclosure of the information was not made at the same time, it is possible that this may give rise to breach of the Corporations Act.

It is important to stress that it is the mere fact of conveyance of the material non-public information that gives rise to liability, not the manner in which it is conveyed. For example, the confirmation of an analyst’s educated guess about a situation not known to the general public may be just as much a violation as the direct conveyance of information to an analyst. This is clearly the case even if the analyst’s case is based upon his or her independent and creative analysis of publicly available information.

Expressing subjective attitudes about FNX’s performance or by calling attention to disparate pieces of information not available as an aggregate to the general public may also be a breach of this policy or the Corporations Act. It is essential to avoid the indirect conveyance of information by any means whatsoever.

If during the course of a discussion with an analyst, journalist or other outsider, material non-public information concerning FNX is disclosed, inadvertently or otherwise, the recipient of the information should be informed of its non-public nature and cautioned against its use unless and until FNX has made full public disclosure of that information. The company secretary should be notified of the situation immediately so that a decision can be made regarding disclosure of the information. In view of the pitfalls inherent in responding to analysts’ projections and questions regarding previously undisclosed
operating results or other developments, no comment at all should be made on these matters except to correct serious factual errors in situations in which the facts are in the public domain.

5. RESTRICTION ON TRADING

There is an overriding prohibition on dealing in FNX securities when a person is in possession of Inside Information. In addition, key management personnel are at all times prohibited from dealing in FNX securities for:

• each period of 1 week before and 24 hours after each date upon which FNX gives to the ASX its quarterly, half yearly or annual report. (Closed Periods).

Prohibited Period means (i) any Closed Period; or (ii) additional periods which are imposed by the entity as soon as senior management is aware of a matter that is considered to be price sensitive (or which the Chairman or the MD deem to be price sensitive).

The Board may seek information from key management personnel about their level of ownership of FNX securities and about any encumbrances or margin loans given in respect of those securities. The Board may also require them to keep the company secretary informed of changes to information provided.