FATFISH GROUP LIMITED — Governance Information 2011

Jan 11, 2011

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ATECH HOLDINGS LIMITED

A.C.N 004 080 460

346 Kings Way, South Melbourne, Victoria, 3205 Australia Telephone: (03) 9690 1077 Fax: (03) 9012 4404

12 January 2011

Companies Announcements Office Australian Securities Exchange

ANNOUNCEMENT FOR RELEASE TO THE MARKET ATECH HOLDINGS LIMITED ASX: ATH Share Trading Policy

The Company has adopted the following Share Trading Policy, effective 1 January 2011.

George Karafotias Company Secretary

ATECH HOLDINGS LIMITED

A.C.N 004 080 460

346 Kings Wav. South Melbourne, Victoria, 3205 Australia Telephone: (03) 9690 1077 Fax: (03) 9012 4404

SHARE TRADING POLICY

$\mathbf{1}$ . Introduction

• $1.1.$ The Company's securities are traded on the Australian Securities Exchange (ASX). This policy deals with the manner in which the company's Directors and employees can deal in the Company's securities.
• $1.2.$ The policy aims to ensure that the reputation of the Company, its Directors and employees is not adversely impacted by perceptions of trading at inappropriate times or in an inappropriate manner.

2. Scope

$2.1.$ The Directors and all employees are responsible and accountable for complying with the policy.

$\overline{\mathbf{3}}$ . Insider trading

• $3.1.$ In broad terms, you will be engaging in conduct known as insider trading if:
• 3.1.1. you possess 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
• 3.1.2. you engage in one or more of the activities described below:
  • $3.1.2.1.$ deal in securities in the Company (which includes shares, options and warrants) or enter into an agreement to deal in securities of the Company;
  • $3.1.2.2.$ deal in derivatives or other similar products or hedge in relation to any securities in the Company held by you directly or indirectly (collectively defined as "hedge the securities") or enter into an agreement to do any of these things;
  • $3.1.2.3.$ advise, procure or encourage another person (for example a family member, a friend, a family company or trust) to deal in

the securities in the Company or enter into an agreement to deal in the securities of the Company; or

• $3.1.2.4.$ communicate that information or cause that information to be communicated, to a third party where you know, or ought reasonably to know, that the third party would be likely to deal in the securities or procure someone else to deal in the securities of the Company.
• 3.1.3. If you are aware of material that is likely to be the subject of a price sensitive announcement to ASX you should not deal in the Company's securities until the day after that announcement is made public.
• 3.1.4. This policy should not be regarded as definitive legal advice on the subject of insider trading and is for guidance only.

Policy 4.

• 4.1. You should not deal in the Company's securities:
• 4.1.1. when you are in possession of price sensitive information relating to the Company which is not generally available to the market; or
• 4.1.2. during Black Out Periods ("Black Out Periods").
• Black Out Period A Black Out Period is imposed so as to avoid any adverse inference $4.2.$ being drawn of unfair dealing. Accordingly, Directors and employees must not deal in the Company's securities during the 31 day period immediately before:
• 4.2.1. the release of the Company's half-yearly or yearly results; or
• 4.2.2. the annual general meeting when it is customary for the Chairman to provide further information about the Company's current performance.
• $4.3.$ It is also contrary to the Company policy for you to be engaged in short-term trading of the Company's securities (i.e. buy and sell securities within a 12 month period of receiving them).
• 4.4. Restricted Person A Restricted Person cannot deal in the Company's securities during a Black Out Period.
• 4.5. A Restricted Person must advise the Company Secretary in advance of any proposed dealings in the Company's securities.

Prohibition on hedging 5.

• $5.1.$ Participants in any share or option plans of any share or option plans of the Company ("Security Plans") are prohibited from dealing in derivatives, hedging or similar arrangements in relation to securities that either:
• 5.1.1. have not yet vested; or
• 5.1.2. have vested but are subject to trading restrictions under the terms of the applicable Security Plan.

6. ASX notification by Directors

• Directors should note that the Corporations Act 2001 (Cth) ("Corporations Act") obliges $6.1.$ a Director to notify the ASX within 14 days after any dealing in the Company's securities (either personally or through a third party) which results in a change in the relevant interests of the Director in the Company's securities.
• $6.2.$ In addition, under the ASX Listing Rules, the Company is required to notify the ASX of such dealings within 5 business days of such dealings taking place. Directors must provide notice of such dealings to the Company Secretary and the Chairman as soon as possible after such dealing to enable the Company to comply with its obligations under the Listing Rules. In any event notification must be given within 48 hours of any dealing, A notice given by the Company to the ASX under the ASX Listing Rules satisfies a Director's obligation to notify the ASX under the Corporations Act.
• Any Director requiring assistance in this regard should contact the Company Secretary. $6.3.$
• $6.4.$ In any event Directors are required to notify the Company Secretary immediately after any transfer of securities.

7. Margin Lending Schemes

$7.1.$ A Restricted Person should notify the Company Secretary in writing in advance of entering into any margin lending scheme relating to the Company's securities.

8. Securities in other companies

• $8.1.$ While employees are free in general to deal in securities in other listed companies, the prohibited conduct under the Corporations Act includes dealings in securities of other listed companies with which the Company may be dealing (including the Company's customers, contractors or business partners) where an employee possesses "inside information" in relation to that other company.
• That is, if you are aware of information that is not generally available that may have a $8.2.$ material effect on the price or value of a security, you should not deal in the securities of the companies that it affects.
• 8.3. You may come into possession of "inside information" where you are directly involved in client relationship management, assessing new business opportunities, negotiating contracts or similar activities where you become aware of major transactions involving the Company. For example, where you are aware that the Company is about to sign a major agreement with another company that is likely to have an effect on the share price of that company, you should not buy securities in the other company.

9. Penatties

$9.1.$ Any contraventions of this policy will be regarded as serious misconduct and will be noted by the Company Secretary and reported to the CEO.

• $9.2.$ A contravention will also result in notice on the employee's personnel file and be dealt with in a manner deemed appropriate by the CEO which may involve disciplinary action and could result in dismissal. The CEO will advise the Board of contraventions of the policy and action taken. A contravention of this policy by a Director will be reportable to the Chairman. Insider trading is a criminal offence. A person who commits a breach of the insider trading provisions could be subject to both civil and criminal penalties.
• A contravention of the Corporations Act prohibitions on insider trading may also result $9.3.$ in criminal prosecution. Possible penalties include fines and imprisonment.

$10.$ Exclusions

• $10.1.$ The restrictions on dealing in the Company's securities set out in this policy do not apply to certain dealings. Those dealings are:
• 10.1.1. Dealing under an offer made to all, or most security holders, such as a rights issue, dividend re-investment plan, equal access buy back or a takeover of the Company;
• 10.1.2. Undertakings to accept, or acceptance of, a takeover offer;
• 10.1.3. Dealings where the beneficial ownership of securities does not change;
• 10.1.4. Dealings where the security holder is a trustee and is not a beneficiary of that trust and the decision to trade is taken by other trustees or an investment manager independently of the Restricted Person;
• 10.1.5. Dealings where the Restricted Person is a trustee of the securities and the security holder has no beneficial interest in the trust property;
• 10.1.6. Dealings involving the transfer of securities already held by the Restricted Person into a superannuation or similar fund of which the Restricted Person is a beneficiary:
• 10.1.7. Investment in, or dealings in units of, a fund of which the Restricted Person is a member and the investment decision is at the discretion of a third party;
• 10.1.8. Disposal of securities by a secured lender in the course of the exercise of that security by the lender, including disposal under a margin lending arrangement;
• 10.1.9. Exercise of an option where the final date for the exercise of that option falls within a time when dealing in securities is otherwise prohibited or 14 days from the end of such a period, although not the sale of securities acquired through the exercise of the option.
• 10.1.10. Trading under an approved non-discretionary trading plan if:
  • $10.1.10.1.$ The plan was not entered into during the restricted trading period;
  • 10.1.10.2. The restricted person has no influence over the timing of trades;
  • 10.1.10.3. The trading plan cannot be cancelled or varied by the restricted person.

10.2. The Company acknowledges that there may be occasions where severe financial hardship may require disposal of securities notwithstanding the provisions of this policy. In circumstances where such hardship exists the officer or employee should provide full written disclosure of those circumstances to a committee comprising the Chairman, at least one other Director and the Company Secretary who will assess the circumstances and who may give approval in writing for the disposal of securities.

$11.$ Defined terms and Concepts

11.1. Securities

The definition of securities in the Corporations Act is very broad, and includes ordinary shares, options, warrants and other derivatives relating to the Company's shares.

11.2. Dealing in securities

Dealing in securities is a broad concept and covers more than simply buying or selling securities. It extends to forward contracts, granting options and hedging securities. It also extends to entering into an agreement to do any of the above.

$11.3.$ Generally available information

Information is generally available where the information is:

• 11.3.1. readily observable; or
• 11.3.2. made known in a manner that would, or would be likely to, bring it to the attention of people who commonly invest in the Company's securities or securities of a kind similar to the Company's securities, and a reasonable period has elapsed to allow the information to be disseminated; or
• 11.3.3. able to be deduced, concluded or inferred from those types of information.
• 11.4. Price sensitive information

It does not matter how or where you obtain the information. It does not have to be obtained from the Company to constitute inside information. The following is a nonexhaustive list of possible examples of price sensitive information which, if it has not already been disclosed to the market and if it were made available to the market, may be likely to affect materially the price of the Company's securities:

• 11.4.1. the Company considering a major acquisition or disposal of assets;
• 11.4.2. the threat of major litigation against the Company or its subsidiaries;
• 11.4.3. financial results materially exceeding (or falling short of) the market's expectations;
• 11.4.4. a significant new development proposal;
• 11.4.5. the likely granting (or loss) of a major contract or government approval;
• 11.4.6. a proposed dividend or change in dividend policy;
• 11.4.7. a proposed new share issue; or
• 11.4.8. a significant change in senior management.

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11.5. Restricted Person

You are a Restricted Person if you:

• 11.5.1. are a Director;
• 11.5.2. an employee of the Company who holds the position of Manager or above; or
• 11.5.3. an employee of the Company who receives a copy of the Company's Board briefing papers, draft ASX announcements and internal reports to its Directors.
• 11.5.4. Additional trading restrictions apply to Restricted Persons as set out in section 4.