LIBERTY FINANCIAL GROUP — Governance Information 2020

Dec 14, 2020

==> picture [168 x 100] intentionally omitted <==

Securities Trading Policy

Liberty Financial Group Limited (ABN 59 125 611 574)

Liberty Fiduciary Ltd (ABN 80 119 884 623) as responsible entity for the Liberty Financial Group Trust (ARSN 644 813 847)

1

1. Application

Introduction

• 1.1 This Securities Trading Policy ( Policy ) sets outs the Liberty Group's policy on Trading Securities of the Liberty Group.

• 1.2 The ordinary shares in the Company and the ordinary units in the Trust are stapled together and quoted on the ASX. The Securities must trade and otherwise be dealt with together in accordance with the respective constitutions of the Company and the RE and the Stapling Deed entered into between the Company and the RE as the responsible entity for the Trust.

• 1.3 As the Securities are stapled, each Board considers it appropriate to have a common security trading policy relating to the Securities.

Reasons for this Policy

• 1.4 Each Board has adopted this Policy to regulate Trading by Staff in the Securities.

• 1.5 All Staff are required to conduct their personal investment activity in a manner that is lawful and avoids conflicts of interest between the Staff member’s personal interests and those of the Liberty Group. The Company and the RE are also keen to promote securityholder and general market confidence in the Liberty Group.

• 1.6 This Policy is specifically designed to:

• (a) raise awareness of the prohibitions on insider trading contained in Part 7.10 of the Corporations Act - see section 4 for further details;

• (b) minimise any potential for breach of the prohibitions on insider trading, as well avoid the appearance of any insider trading; and

• (c) meet the obligations under the ASX Listing Rules to maintain a Securities Trading Policy.

Who does this Policy apply to?

• 1.7 This Policy applies to all Staff and certain contractors (where stated in their terms of engagement) of the Liberty Group.

2. Definitions and interpretation

Definitions

• 2.1 In this Policy, unless the context otherwise requires:

ASX means ASX Limited (ABN 98 008 624 691) or the financial market conducted by ASX Limited, as the context requires.

ASX Listing Rules means the listing rules of ASX applicable to the Liberty Group from time to time.

Board means the board of directors of the Company or the RE (as the case may be).

2

Chair means the Chair of the Board of the Company.

Closed Period means any time other than during a Trading Window.

Company means Liberty Financial Group Limited (ABN 59 125 611 574).

Corporations Act means the Corporations Act 2001 (Cth) .

Derivatives has the meaning given in section 761D of the Corporations Act and includes options, forward contracts, swaps, futures, warrants, caps and collars.

Director means any director of the Company or the RE (as the case may be).

Exceptional Circumstances means circumstances which the Chair (or the Chair of the Audit and Risk Committee in the case of proposed Trading by the Chair), after having liaised with the Board of the RE, decides are so exceptional that the proposed Trading of Securities is the only reasonable course of action available, which can include the circumstances set out in section 7.1.

Liberty means the Company and its controlled entities.

Liberty Group means Liberty and the Trust Group.

Prohibited Period means any Closed Period and any additional period from time to time when the Chair or the Board of the Company, after having liaised with the Board of the RE, impose a prohibition on Trading.

RE means Liberty Fiduciary Ltd (ABN 80 119 884 623) as the responsible entity for the Trust.

Securities includes the Stapled Securities, options, rights, debentures, interests in a management investment scheme, Derivatives and other financial products covered by the insider trading provisions in the Corporations Act.

Senior Executives means:

• (a) the Chief Executive Officer and Chief Financial Officer;

• (b) all direct reports to the Chief Executive Officer, Chief Financial Officer or Executive Director;

• (c) any other person who is one of the Company's key management personnel (as defined in AASB 124 Related Party Disclosures ), including those persons identified as key management personnel in the Company's most recent Annual Report; and

• (d) any Staff members who have been notified that the Board designates them as a Senior Executive for the purposes of this Policy.

Stapled Securities means the ordinary shares in the Company and the ordinary units in the Trust that are stapled together pursuant to a stapling deed entered into between the Company and the RE in its capacity as responsible entity of the Trust.

Staff means a person who is an employee, officer or director or person seconded to the Liberty Group and includes the Senior Executives.

Trade or Trading means:

3

• (a) buying or selling Securities;

• (b) entering into an agreement to buy or sell Securities; or

• (c) exercising options, rights or awards to acquire Securities.

Trading Window means any period specified in clauses 3.6 to 3.8.

Trust means the Liberty Financial Group Trust (ARSN 644 813 847).

Trust Group means the RE, the Trust and their controlled entities.

Interpretation

2.2 In this Policy, a reference to writing includes writing delivered by email.

3. Trading Windows

Trading may occur only during Trading Windows

• 3.1 All Trading in Securities by Staff must be in accordance with this Policy and generally will only be permitted during Trading Windows and must not occur during any Prohibited Period.

• 3.2 No Trading in Securities may occur outside of Trading Windows without the prior written permission of the Chair (or an officer of the Company designated by the Chair), after liaising with the Board of the RE, unless an exception in section 3.9 applies.

• 3.3 Permission to sell (but not purchase) Securities will ordinarily only be granted in Exceptional Circumstances and only in the event that the person involved is not in possession of inside information affecting Securities. Requests for permission should generally be made through the Company Secretary. Refer to section 7 for further details.

When is Trading during a Trading Window prohibited?

• 3.4 Even if the Trading Window is open, the laws prohibiting insider trading continue to apply to Staff so that they must not trade if they possess any inside information. Refer to section 4 of this Policy for further details.

• 3.5 Staff are prohibited from:

• (a) ( short term trading ) other than when a Staff member exercises employee options or performance rights to acquire Securities at the specified exercise price, Trading in Securities (or an interest in Securities) on a short-term trading basis. Short-term trading includes buying and selling Securities within a 6 month period, and entering into other shortterm dealings (e.g. forward contracts);

• (b) ( short positions ) Trading in Securities which enable a Staff member to profit from or limit the economic risk of a decrease in the market price of Securities; or

• (c) ( hedging ) entering into arrangements which have the effect of limiting the economic risk related to an unvested share, option or other Security granted or awarded under an employee incentive scheme (or a vested

4

share, option or other Security granted, awarded or acquired under an employee incentive scheme that is still subject to disposal restrictions).

When are the Trading Windows?

• 3.6 The Trading Windows during which Staff will be permitted to Trade Securities will be notified by the Company Secretary on the Liberty Group's website or by email to Staff. These will generally be open at the following times:

• (a) for a period of four weeks commencing on the trading day following the public release by the Company and the Trust of their preliminary annual and half year results to the ASX;

• (b) for a period of four weeks commencing on the trading day following the holding of the Company's and RE’s Annual General Meeting;

• (c) for a period of four weeks commencing on the trading day following the public release by the Company or the RE of any earnings guidance in respect of the Company or the Trust, respectively;

• (d) during the offer period (for so long as it remains open) under any publicly available disclosure document issued by the Liberty Group offering Securities;

• (e) for a period of four weeks commencing on the trading day following the public release of the Company’s or the Trust’s respective quarterly reports to the ASX; and

• (f) at any other time as each of the Boards may jointly permit.

• 3.7 Notwithstanding the time periods described above the Chair may, in consultation with the Board of the RE, declare a Trading Window closed at any time at its absolute discretion and without prior notice. For example, this could occur where directors of the Company believe that certain Staff may hold inside information relating to the Liberty Group.

• 3.8 Trading Windows will not automatically be opened at the times described above. Details of when a Trading Window is opened or closed and any Prohibited Periods will be posted on the Liberty Group's website or notified by email to Staff. Staff should check the website to confirm that a relevant Trading Window applies before Trading in any Securities.

Exceptions to the Prohibited Periods

• 3.9 The following exceptions to the Trading restrictions during Prohibited Periods apply even if a Trading Window is not open (but subject always to insider trading laws):

• (a) an exercise (but not the sale of Securities following exercise) of an option or other right to acquire Securities 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;

• (b) Trading under an offer or invitation made to all or most of the shareholders such as a rights or entitlement issue, a security purchase plan, or an equal access buy-back, where the plan that determines the timing and structure of the offer has been approved by each Board. This

5

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;

• (c) Trading where the beneficial interest in the relevant Securities does not change. This includes:

• (i) a dealing by which the relevant Securities are transferred by any Staff from their personal holdings to a superannuation fund of which they are a beneficiary; and

• (ii) the withdrawal of Securities from an employee incentive scheme and the transfer of those Securities to the participant's personal holdings or superannuation fund of which they are a beneficiary;

• (d) an acquisition of Securities under a dividend reinvestment plan, provided the election to participate in the dividend reinvestment plan was not made during a Prohibited Period or when the Staff member was in possession of any inside information;

• (e) any Staff accepting a takeover bid or transferring Securities under a scheme of arrangement in respect of the Liberty Group;

• (f) an involuntary disposal of Securities that is the result of a secured lender or financier exercising their rights. However, this does not extend to disposal under a margin lending arrangement where such arrangement is prohibited by this Policy;

• (g) an acquisition of Securities under a bonus issue made to all holders of the Liberty Group’s Securities of the same class;

• (h) where the Company has an employee incentive scheme with any Staff as a trustee of the scheme, an acquisition of securities by a Staff member in his or her capacity as a trustee of the scheme;

• (i) indirect and incidental Trading that occurs as a consequence of any Staff dealing in securities issued by a managed investment scheme, listed investment company, exchange-traded fund or similar investment vehicle that is managed by a third party and that happens to hold as part of its portfolio Securities;

• (j) where a Staff member is a trustee, Trading in the Securities of the Liberty Group by that trust provided the Staff member 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 relevant Staff member; and

• (k) Trading under a pre-determined investment or divestment plan for which prior written clearance has been provided in accordance with procedures set out in this Policy and where:

• (i) the Staff member did not enter into the plan or amend the plan during a Prohibited Period;

• (ii) the trading plan does not permit Staff to exercise any influence or discretion over how, when, or where to Trade; and

6

• (iii) the trading plan does not allow for the cancellation of a trading plan or for Staff to otherwise vary their participation in the trading plan during a Prohibited Period other than in Exceptional Circumstances.

• 3.10 Despite the above exceptions, under the insider trading laws, a person who possesses inside information is generally prohibited from trading even where Trading falls within an exception specified above (including if the Trade occurs when a Trading Window is open). Staff are individually responsible for their investment decisions and their compliance with insider trading laws. Accordingly, any Staff considering trading in Securities should carefully consider whether they are in possession of any inside information that might preclude them from Trading and, if they have any doubt in this regard, they should not Trade.

Escrow

• 3.11 Any Staff who hold Securities subject to binding restrictions on transfer (either as ASX restricted securities or through voluntary escrow arrangements) must comply with the terms of any applicable escrow arrangements and will be unable to trade in Securities during that time. Once the escrow arrangements have ended, Staff are not free to Trade in their Securities unless permitted by this Policy.

4. Insider trading laws

What is insider trading?

• 4.1 Under the Corporations Act, all Staff and former Staff members are prohibited in all circumstances from Trading in Securities at any time if they are in possession of "inside information" (see sections 4.7 to 4.9 below) whether or not a Trading Window is open.

• 4.2 Staff are also prohibited from procuring others to Trade in Securities when the Staff member is precluded from Trading.

• 4.3 In addition, Staff:

• (a) must not communicate inside information to someone who might then:

  • (i) Trade in Securities; or

  • (ii) procure another person to Trade in Securities,

including to any family members, relatives and entities which the Staff controls; and

• (b) should seek to ensure that third parties who come into possession of inside information preserve its confidentiality and do not Trade while in possession of that information. This will usually be achieved by means of a written confidentiality agreement.

• 4.4 It does not matter how or in what capacity any Staff become aware of inside information. It does not have to be obtained from the Liberty Group to constitute inside information.

• 4.5 Staff cannot avoid the insider trading prohibition by arranging for a family member, friend or other person to Trade in Securities nor may any Staff give "tips" concerning inside information relating to the Liberty Group to others.

7

What is inside information?

• 4.6 Inside information is information relating to the Liberty Group which is not generally available but, if the information were generally available, would be likely to have a material effect on the price or value of the Securities. Inside information can include matters of speculation or supposition and matters relating to intentions or likely intentions of a person.

• 4.7 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 Securities.

• 4.8 Examples of inside information could include:

• (a) the financial performance of Liberty or the Trust Group against their respective budgets;

• (b) changes in the Liberty’s or the Trust Group’s actual or anticipated financial condition or business performance;

• (c) changes in the capital structure of Liberty or the Trust Group, including proposals to raise additional equity or borrowings;

• (d) proposed changes in the nature of the business of Liberty or the Trust Group;

• (e) changes to either Board or significant changes in key management personnel;

• (f) an undisclosed significant change in Liberty's market share;

• (g) likely or actual entry into, or loss of, a material contract;

• (h) material acquisitions or sales of assets by either Liberty or the Trust Group; (i) a proposed dividend or distribution or a change in dividend or distribution policy; or

• (j) a material claim against a member of the Liberty Group or other unexpected liability.

What are the consequences of insider trading?

• 4.9 Insider trading is strictly prohibited by law, and it is important that all Staff do not breach that prohibition. Insider trading, or the perception of insider trading, by any Staff will not be tolerated. 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.

• 4.10 The existence of a personal financial emergency or hardship does not excuse noncompliance with this Policy. It is important that the Liberty Group and Staff do not participate in any insider trading activities, but also that we avoid any appearance of insider trading.

• 4.11 Any allegation of insider trading would be likely to have a serious detrimental impact on the Liberty Group and its business and all Staff must be seen to be actively and diligently upholding the law and complying with this Policy.

• 4.12 Breach of the insider trading laws may subject the Liberty Group and Staff to:

8

• (a) criminal liability (penalties include heavy fines or imprisonment);

• (b) civil liability (including orders to pay compensation for any loss suffered as a result of illegal trading activities); or

• (c) civil penalty provisions (the Australian Securities and Investments Commission may seek civil penalties against relevant persons and may also seek court orders that relevant individuals be disqualified from managing a corporation).

5. Trading in securities of other companies

• 5.1 While in general Staff are free to deal in securities of other listed companies, the insider trading prohibitions under the Corporations Act include dealings not only in the Securities but also those of other listed companies with which the Liberty Group may be dealing where any Staff possess inside information in relation to that other company.

• 5.2 If any Staff are aware of inside information in respect of another company, the Staff member should not trade or deal in the securities of the company that it affects. For example, where the Staff member is aware that either the Company or the RE is about to sign a major agreement with another company, Staff should not buy securities in either the Liberty Group or the other company.

• 5.3 The Boards may extend this Policy by specifying that Staff are also restricted from dealing in securities of other specified companies with which Liberty or the Trust Group may have a close relationship.

6. Pre-notification and reporting of Trades

Who and when must give notification of an intention to Trade?

• 6.1 When permitted to Trade in accordance with this Policy, all Directors and Senior Executives must give at least two trading days' (or such shorter period approved by the Chair in consultation with the board of directors of the RE) prior written notice ( Trading Notice ) of any proposed Trading in Securities and confirm that they do not possess any inside information:

• (a) in the case of Senior Executives, to the Company Secretary;

• (b) in the case of a Director of the Company, to the Chair;

• (c) in the case of the Chair, to the Chair of the Audit and Risk Committee,

(each a Notification Officer ).

• 6.2 The Trading Notice must include a statement by the Director or Senior Executive certifying that:

• (a) they are not in possession of any inside information that might preclude them from Trading at the relevant time; and

• (b) they will not Trade if they subsequently become aware of any inside information that might preclude them from Trading.

9

• 6.3 If the relevant Notification Officer objects to the proposed Trade, they must promptly notify the relevant Director or Senior Executive that the Trade must not proceed, and must advise each of the Boards (who may jointly overrule the decision if they think appropriate, after having liaised with the Board of the RE). The Notification Officer or the Directors (as applicable) can object to the proposed Trade in their discretion, without giving reasons, including in circumstances where new information comes to light or there is a change in circumstances. If the proposed Trade is objected to, the relevant Director or Senior Executive must keep that information confidential and not disclose it to anyone. Any decision by the Liberty Group to object to the proposed Trade is final and binding on the relevant Director or Senior Executive.

• 6.4 If the Notification Officer or the Directors (as applicable) do not object to the proposed Trade in accordance with section 6.3, the opportunity to make the relevant Trade expires at the end of the relevant Trading Window applicable to the proposed Trade, or other such date as notified by the relevant Notification Officer.

• 6.5 Under inside trading laws, a person who possesses inside information is generally prohibited from Trading in those securities, even where the proposed Trade is notified in accordance with section 6 and not objected to. The failure of the Liberty Group to object to a proposed Trade is not an endorsement of the proposed Trade. The relevant Director or Senior Executive is individually responsible for their investment decisions and their compliance with insider trading laws. Accordingly, before making any Trade, the relevant Director or Senior Executive should carefully consider whether they are in possession of any inside information that might preclude them from Trading and, if they have any doubt in this regard, they should not Trade.

What Trading does not need to be pre-notified?

• 6.6 The only Trades that do not need to be pre-notified are those that are permitted under a specific exception in section 3.9 (Exceptions to the Prohibited Periods).

Notification of Trades

• 6.7 In addition to providing prior notification under section 6.1, once a Trade of any Securities has been made by or for a Director or a Senior Executive, details of the Trade, including the number and price of Securities involved, must be notified by email to the Company Secretary.

• 6.8 Further, Directors must immediately notify the Company Secretary of all acquisitions or disposals or other Trading of Securities, including date, price and volume, without exception so that the Company can comply with its ASX reporting obligations. Each disclosure notice given to the ASX will need to state whether the relevant trade occurred outside of a Trading Window and, if so, whether prior written clearance was provided.

Notification of an intention to Trade on behalf of associates

• 6.9 Directors and Senior Executives must give prior written notice of any proposed Trading in Securities in accordance with section 6.4 on behalf of their associates. For this purpose, “Associates” of a Director or Senior Executive includes their spouses, family members, trusts, companies, nominees and other persons over whom a Director or Senior Executive has, or may be expected to have investment control or influence.

10

7. Exceptional circumstances

• 7.1 Staff may make requests for permission to Trade outside of the Trading Windows only in Exceptional Circumstances (except if this would breach the insider trading provisions). Exceptional Circumstances may include:

• (a) severe financial hardship, where any Staff have pressing financial commitments that cannot be satisfied otherwise than by selling Securities;

• (b) requirements under a court order or court enforceable undertakings or other legal or regulatory requirements; or

• (c) any other exceptional circumstances as determined by the Chair (or the Chair of the Audit and Risk Committee in the case of proposed Trading by the Chair).

• 7.2 A request for permission to Trade due to Exceptional Circumstances should be made by written notice to the Company Secretary outlining:

• (a) the name of the Staff member;

• (b) details of the Exceptional Circumstances and the reasons for requesting permission to Trade;

• (c) the type of proposed transaction (purchase, sale, etc.); and

• (d) the number and type of Securities involved,

and must be accompanied by a statement by the relevant Staff member certifying that they are not in possession of any inside information that might preclude them from Trading at the relevant time, and that they will not Trade if they subsequently become aware of any inside information that might preclude them from Trading.

• 7.3 The Company Secretary will consult with the Chair (or the Chief Executive Officer in the case of proposed Trading by the Chair) who must consult with the Board of the RE in relation to any proposed Trading due to Exceptional Circumstances. Permission to Trade is entirely discretionary, and Staff should not Trade in the expectation that permission will later be given.

• 7.4 If permission to Trade is granted, it will be given in writing and the Staff member may only Trade the Securities during the period specified in the permission. A permission expires five trading days from its date, unless it specifies a different date.

• 7.5 Any permission to Trade can be given or refused by the Liberty Group in its discretion, without giving any reasons. A permission to Trade can be withdrawn if new information comes to light or there is a change in circumstances. Any decision by the Liberty Group to refuse permission is final and binding on the person seeking the permission. If permission to Trade is refused, the person seeking the permission must keep that information confidential and not disclose it to anyone.

• 7.6 Under inside trading laws, a person who possesses inside information is generally prohibited from Trading in those securities, even where the permission for the Trade is provided in accordance with this section 7. Any permission to Trade is not an endorsement of the proposed Trade. The relevant Staff member is

11

individually responsible for their investment decisions and their compliance with insider trading laws. Accordingly, before making any Trade, the relevant Staff member should carefully consider whether they are in possession of any inside information that might preclude them from Trading and, if they have any doubt in this regard, they should not Trade.

8. Margin lending arrangements

• 8.1 Except as approved in accordance with section 8.3, Directors of the Company or the RE and Senior Executives may not include their Securities in a margin loan portfolio or otherwise Trade in Securities pursuant to a margin lending arrangement ( Margin Lending Arrangement ).

• 8.2 A Margin Lending Arrangement would include:

• (a) entering into a margin lending arrangement in respect of Securities;

• (b) transferring Securities into an existing margin loan account; and

• (c) selling Securities to satisfy a call under a margin loan except where the holder of Securities has no control over the sale.

• 8.3 Directors and Senior Executives may request permission from the Board to enter into a Margin Lending Arrangement. A request for permission to enter into a Margin Lending Arrangement and the potential to Trade Securities pursuant to that arrangement should be made by written notice to the Company Secretary and the decision to give or refuse approval is at the sole discretion of the Board.

• 8.4 Each Director and Senior Executive remains individually responsible for his or her own investment decisions and compliance with the law (including insider trading prohibitions) and this Policy. Directors or Senior Executives should remember, in particular, that the insider trading prohibitions are overriding obligations and apply at all times, despite all other terms of this Policy. In particular, if a Director or Senior Executive is in possession of inside information, he or she must not Trade in Securities, even if approval has been given by the Board.

• 8.5 If approval to a Margin Lending Arrangement is given by the Board in accordance with section 8.3, the relevant Margin Lending Arrangement must be disclosed in writing to the Company Secretary as soon as practicable after entry into that arrangement and, in any case, not more than 24 hours afterwards.

9. Dividend Reinvestment Plan

Staff must not commence, amend or withdraw from a dividend reinvestment plan of the Company during a Prohibited Period, other than in Exceptional Circumstances.

10. Review of Policy and compliance with Policy

This Policy will be reviewed regularly by the Board having regard to the changing circumstances of the Company and any changes to this Policy will be notified to the ASX. If Staff have any comments or views concerning the operation or

12

effectiveness of this Policy, they should be communicated to the Company Secretary.

11. Breaches

• 11.1 Breaches of this Policy will be viewed seriously and may lead to disciplinary action being taken against the relevant Staff member. In serious cases, disciplinary action may include dismissal. Any Staff who become aware of a violation of this Policy should immediately report the violation to the Company Secretary.

• 11.2 It should be noted that, in some circumstances, the Liberty Group may be obliged to notify regulatory and/or criminal authorities of a serious breach of this Policy.

12. Questions

For questions about the operation of this Policy or its application in any particular situation, please contact the Company Secretary.

13