HOLISTA COLLTECH LIMITED — Governance Information 2011

Jan 3, 2011

POLICY FOR TRADING IN COMPANY SECURITIES

HOLISTA COLLTECH LIMITED ("COMPANY")

Directors, officers and employees[1] who wish to trade in Company securities must first have regard to the statutory provisions of the Corporations Act dealing with insider trading in addition to their responsibilities as directors.

Insider trading is the practice of dealing in a company's securities (ie. shares or options) by a person with some connection with a company (eg. an employee) in possession of information generally not available to the public, but may be relevant to the value of the company's securities or may influence a person's decision to transact in the company's securities. It may also include the passing on of this information to another. Legally, insider trading is an offence which carries severe penalties, including imprisonment .

Insider Trading Prohibition

In summary, directors, officers and employees of the Company must not, whether in their own capacity or as an agent for another, subscribe for, purchase or sell, or enter into an agreement to subscribe for, purchase or sell, any securities (ie. shares or options) in the Company, or procure another person to do so:

1. if that director, officer or employee possesses information that a reasonable person would expect to have a material effect on the price or value of the securities or influence a person's decision to buy or sell the securities in the Company if the information was generally available;

2. if the director, officer or employee knows or ought reasonably to know, that:

3. (a) the information is not generally available; and

4. (b) if it were generally available, it might have a material effect on the price or value of the securities or influence a person's decision to buy or sell the securities in the Company; and

5. without first seeking and obtaining acknowledgement from the Approving Officer.

Further, directors, officers and employees must not either directly or indirectly pass on this kind of information to another person if they know, or ought reasonably to know, that this other person is likely to deal in the securities of the Company or procure another person to do so.

1 In this policy references to directors, officers and employees includes all associates of the directors, officers and employees.

Policy for Trading in Company Securities

Blackout Period

In addition to the prohibitions on insider trading set out in the Corporations Act, the Company requires that directors, officers and employees must not trade between:

•  1 July and the announcement of the annual results;

•  1 January and the announcement of the half year results;

•  1 April and the announcement of the quarterly results for the period ending 31 March; and

•  1 October and the announcement of the quarterly results for the period ending 30 September,

together, the “Blackout Period” .

The Board at the relevant board meetings will note the opening and closing of these Blackout Periods.

A person may trade in the Company's securities inside of the Blackout Period described above in the following circumstances:

1. the Chair approves the trade by a Director or officer upon the director or Officer satisfying the Chair that they do not possess unpublished price sensitive information about the Company and a failure to trade in the Company's securities would result in exceptional circumstances such as financial hardship, the person is suffering from severe health issues, by court order or other circumstances determined from time to time.

2. the Board approves the trade by the Chair upon the Chair satisfying the Board that they do not possess unpublished price sensitive information about the Company and a failure to trade in the Company's securities would result in exceptional circumstances such as financial hardship, the person is suffering from severe health issues, by court order or other circumstances determined from time to time.

3. the Managing Director approves the trade by an employee upon the employee satisfying the Managing Director that they do not possess unpublished price sensitive information about the Company and a failure to trade in the Company's securities would result in exceptional circumstances such as financial hardship, the person is suffering from severe health issues, by court order or other circumstances determined from time to time.

In addition to the prohibitions on insider trading set out in the Corporations Act, the Company requires that directors, officers and employees must not trade in the Company's securities within any period imposed by the Company from time to time, because the Company is considering matters that would require disclosure to the market but for Listing Rule 3.1A (" Additional Period "), unless the circumstances are exceptional and the procedure for prior written clearance described below has been met. This prohibition is in addition to the Blackout Period. The Blackout Periods, and the Additional Period are together referred to as a "Prohibited Period" in this policy.

Policy for Trading in Company Securities

Please note that even if it is outside of a Prohibited Period, directors, officers and employees must not trade in the Company's securities if they are in possession of inside information.

Procedure for Obtaining Clearance Prior to Trading

Directors, officers and employees must not trade in the Company's securities at any time, including in the exceptional circumstances referred to above unless the director, officer or employee obtains prior written clearance from:

1. in the case of employees, the Managing Director or in his absence, the Company Secretary;

2. in the case of a director, the Chair or in his absence, the Managing Director;

3. in case of the Managing Director, the Chair; or

4. in the case of the Chair, the full Board,

(each, an " Approving Officer ").

A request for prior written clearance under this policy should be made in writing using the form attached to this policy entitled 'Notification Form to Deal in Company Securities.’ and given to the Approving Officer. The request may be submitted in person, by mail, by email or by facsimile. A copy must also be sent to the Company Secretary for filing.

Any written clearance granted under this policy will be valid for the period of 5 business days from the time which it is given or such other period as may determined by the Approving Officer. The expiry time of the clearance will be stated in the clearance granted. Written clearance under this policy may be given in person, by mail, by email or by facsimile.

Long Term Trading

The Company wishes to encourage directors, officers and employees to adopt a long term attitude to investment in the Company's securities. Therefore, directors, officers and employees must not engage in short term or speculative trading of the Company's securities.

Prohibited Transactions

Directors, officers and employees must not enter into transactions or arrangements which operate to limit the economic risk of their security holding in the Company without first seeking and obtaining written acknowledgement from the Chair.

Executives are prohibited from entering into transactions or arrangements which limit the economic risk of participating in unvested entitlements.

Trading which is not subject to this policy

The following trading by directors, officers and employees is excluded from this policy:

Policy for Trading in Company Securities

1. transfers of securities already held in a superannuation fund or other saving scheme in which the director, officer or employee is a beneficiary;

2. an investment in, or trading in units of, a fund or other scheme (other than a scheme only investing in the Company's securities) where the assets of the fund or other scheme are invested at the discretion of a third party;

3. where the director, officer or employee is a trustee, trading in the Company's securities by that trust provided the director, officer or employee is not a beneficiary of the trust and any decision to trade during a Prohibited Period is taken by the other trustees or by the investment managers independently of the director, officer or employee;

4. undertakings to accept, or the acceptance of, a takeover offer;

5. trading under an offer or invitation made to all or most of the security holders such as, a rights issue, a security purchase plan, a dividend or distribution reinvestment plan and an equal access buy-back, where the plan that determines the timing and structure of the offer has been approved by the Board. This includes decisions relating to whether or not to take up the entitlements and the sale of entitlements required to provide for the take up of the balance of entitlements under a renounceable pro rata issue;

6. the exercise (but not the sale of securities following exercise) of an option or right under an employee incentive scheme, or the conversion of a convertible security, where the final date for the exercise of the option or right, or the conversion of the security, falls during a Prohibited Period and the Company has been in an exceptionally long Prohibited Period or the Company has had a number of consecutive Prohibited Periods and the director, officer or employee could not reasonably have been expected to exercise it at a time when free to do so; or

7. trading under a non-discretionary trading plan for which prior written clearance has been provided in accordance with procedures set out in the trading policy and where: (a) the director, officer or employee did not enter into the plan or amend the plan during a Prohibited Period; and (b) the trading plan does not permit the director, officer or employee to exercise any influence or discretion over how, when, or whether to trade.

Please note that even if the trading is excluded from this Policy, directors, officers and employees must not trade in the Company's securities if they are in possession of inside information.

Trading in derivative products

The prohibitions on trading in the Company's securities imposed by the Company and set out in this policy extend to trading in financial products issued or created over or in respect of the Company's securities.

Notification

Policy for Trading in Company Securities

Directors must disclose details of changes in securities of the Company they hold (directly or indirectly) to the company secretary as soon as reasonably possible after the date of the contract to buy and sell the securities (" Contract Date ") but in any event:

1. no later than 3 business days after the Contract Date; or

2. if you begin to have or cease to have a substantial shareholding or there is a change in your substantial holding, the business day after the Contract Date.

In addition, the director must give a copy of the written clearance to the company secretary prior to conducting their purchase or sale. Directors are referred to the Company's Director's Disclosure Obligations document and Director's Declaration of Interest Form . The company secretary is to maintain a register of notifications and acknowledgements given in relation to trading in the Company’s securities. The company secretary must report all notifications of dealings in the Company's securities to the next board meeting of the Company.

Directors are reminded that it is their obligation under section 205G of the Corporations Act to notify the market operator within 14 days after any change in a director's interest.

Breaches

Breach of the insider trading prohibition could expose you to criminal and civil liability. Breach of insider trading law or this Policy will be regarded by the Company as serious misconduct which may lead to disciplinary action and/or dismissal.

This Policy does not contain an exhaustive analysis of the restrictions imposed on, and the very serious legal ramifications of, insider trading. Directors, officers and employees who wish to obtain further advice in this matter, are encouraged to contact the company secretary.

ASX Listing Rule Requirements

It is a requirement for admission to the official list of ASX, and an on-going requirement for listing, that the Company has a policy for trading in company securities.

The Company will give a copy of this policy to ASX for release to the market. The Company will also give any amended version of this policy to ASX when it makes a change to: the periods within which directors, officers and employees are prohibited from trading in the Company's securities; the trading that is excluded from the operation of the policy; or the exceptional circumstances in which directors, officers and employees may be permitted to trade during a Prohibited Period, within five business days of the amendments taking effect. The Company will also give this policy to ASX immediately on request by ASX.

This Policy also applies to the Company's related entities.

Policy for Trading in Company Securities

SUMMARY OF POLICY FOR TRADING IN COMPANY SECURITIES

The board has adopted a Policy which prohibits dealing the Company's securities by directors, officers and employees when those persons possess inside information. The Policy also contains a blackout period within which directors, officers and employees are prohibited from trading. The Policy prohibits short term or speculative trading of the Company's securities. Directors, officers and employees are required to obtain clearance prior to trading.

Policy for Trading in Company Securities

ATTACHMENT A -NOTIFICATION FORM TO DEAL IN COMPANY SECURITIES

PART A.: For completion by Employee or Director

Name of Employee or Director:

Description of securities (ie. number and type of securities

Type of Transaction (ie. sale, purchase, subscription etc)

Proposed Date of Transaction

Exceptional circumstances (complete if inside a Prohibited Period)

I request permission to trade during a Prohibited Period because of exceptional circumstances as described below:

I confirm that:

• 1.1. I am not in possession of any unpublished information which, if generally available, might materially affect the price or value of the Company’s securities; and

• 1.2. the transaction in the Company’s securities above described does not contravene the rules of the Company concerning dealing in Company securities.

Signed:

Dated:

………………………….......……....... …………………………...............

PART B: For Completion by Approving Officer

I confirm that I am not aware of any circumstances pursuant to which the party named above is or is likely to be in possession of unpublished information which, if generally available, might materially affect the price or value of the Company’s securities.

Name: …………………………...........…….. Title/Position: …………………………...............

Signature: …………………………............... Dated: …………………………...............

PART C: For Completion by Approving Officer (where permission is being sought for proposed dealings inside the Prohibited Period.)

I have reviewed this Notification Form and give my consent to the proposed dealing which is expected to occur during a Prohibited Period due to the exceptional circumstances described above

Signature: …………………………............... Dated: …………………………...............

The completed Notification Form is to be sent to the Company Secretary.