TISSUE REPAIR LTD — Governance Information 2021

Nov 16, 2021

Tissue Repair Ltd ACN: 158 411 566

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Tissue Repair Ltd Securities Trading Policy

1. Why does this policy exist?

Tissue Repair Ltd ( Tissue Repair or Company ) is a limited liability company whose shares are traded on the Australian Securities Exchange ( ASX ). In many countries, including Australia, “insider trading” laws exist to protect all participants in stock markets and provide a level playing field for those who make investment decisions based on market information. These laws are strict and apply to Tissue Repair directors, employees, contractors, and anyone with access to the confidential information of Tissue Repair. Any breach of these laws is a criminal offence and carries serious penalties. This policy is formulated in the context of relevant insider trading laws to assist with compliance with those laws, and as part of Tissue Repair’s commitment to good governance.

2. Who does this policy apply to?

This policy applies to these people and entities (referred to as you in this policy):

• directors, officers and employees (whether permanent, fixed-term or temporary) of Tissue Repair and its subsidiaries (if any);

• a company or trust controlled by a Tissue Repair director or employee (controlled is not to be construed in a technical way but by looking at how decisions are made in practice);

• consultants, contractors or secondees engaged by Tissue Repair; and

• any recipients of Tissue Repair confidential information.

Tissue Repair will, as appropriate, give notice to and provide details of this policy to consultants, contractors, secondees and the recipients of confidential information.

In this policy, trade includes buying or selling Tissue Repair Securities, or agreeing to do so, whether as principal or agent.

This policy applies to Tissue Repair Securities , which means:

• Tissue Repair’s ordinary shares that are quoted on ASX; and

• any other securities of Tissue Repair or its subsidiaries, such as debentures, notes, options or rights.

If you have a question, are unsure about whether this policy applies to you, or don’t understand something in this policy, then before trading in Tissue Repair Securities please contact the Company Secretary (Alistair.McKeough@automicgroup.com.au) or the chair of Tissue Repair’s board of directors ( Board ) (the Chair ) or seek independent legal advice.

3. What is the prohibition on insider trading?

• 3.1. The fundamental rule: insider trading is prohibited at all times.

If you have Inside Information (explained below at section 3.2), you must not:

• trade Tissue Repair Securities;

• advise, encourage or procure others to trade or hold Tissue Repair Securities - you cannot do this yourself or by encouraging or procuring another person to do so;

Tissue Repair Ltd Level 10, 255 Pitt Street, Sydney, NSW 2000

Tissue Repair Ltd ACN: 158 411 566

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• pass on that Inside Information to others – including colleagues, family or friends – if you know (or ought to know) that the other person will or could use that information to trade, hold, or advise, encourage or procure someone else to trade or hold, Tissue Repair Securities.

The prohibitions apply regardless of how the person learns of the Inside Information, and regardless of why they are trading.

3.2. What is Inside Information?

Inside Information is information that:

• is not generally available to the public (where a person knows, or ought reasonably to know, that the information is not generally available to the public); and

• if the information were to be generally available to the public, a reasonable person would expect it to have a material effect on the price of Tissue Repair Securities.

Information is generally available to the public if it has been released as a stock exchange announcement, or if investors that commonly invest in Tissue Repair Securities can readily obtain the information (e.g. by observation, using their expertise, or purchasing the information).

It does not matter how you come to know the Inside Information (e.g. whether you learn it while carrying out your responsibilities, or in passing, or at a social function).

3.3. What are some examples of Inside Information?

Examples of Inside Information could include but are not limited to:

• Tissue Repair’s financial performance;

• Tissue Repair’s clinical trial results;

• Tissue Repair’s regulatory approvals;

• missing or exceeding any public earnings forecast;

• a change in Tissue Repair’s strategic direction, or a fundamental change in Tissue Repair’s product strategy;

• Tissue Repair’s purchase or sale of assets or a company;

• entry into or termination of material contracts or other business arrangements;

• a proposed takeover, merger or business combination;

• a change in Tissue Repair’s capital structure;

• senior executive changes;

• a change in dividend policy;

• a material legal claim by or against Tissue Repair; or

• an unexpected or material liability.

Something can be Inside Information even if it’s not definite. Inside Information can include things that are only possible or likely, rumours, matters of supposition, the intentions of Tissue Repair or another person, and information that is not yet certain enough to be disclosed to the public.

Tissue Repair Ltd Level 10, 255 Pitt Street, Sydney, NSW 2000

Tissue Repair Ltd ACN: 158 411 566

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3.4. What is the consequence if insider trading happens?

Insider trading is a serious criminal offence; it is illegal to engage in it. People who commit insider trading can be subject to criminal liability (including large fines and imprisonment) and civil liability (e.g. being sued by someone for a loss suffered as a result of the insider trading).

4. What are Tissue Repair’s Closed Periods?

Like other listed companies, Tissue Repair has Closed Periods (explained below) for share trading. The prohibitions on insider trading apply at all times, all year round; but Tissue Repair’s share trading Closed Periods help manage obligations during specific periods when you are more likely to be in receipt of Inside Information, for example when Tissue Repair’s financial information is being finalised for release to the public.

During Tissue Repair’s Closed Periods, you must not trade in Tissue Repair Securities. Tissue Repair’s Closed Periods are:

• 10 days prior to the close of books at the end of each calendar quarter until 10:00 am (Sydney time) on the next trading day after Tissue Repair’s quarterly results and cashflow are released to the ASX;

• 10 business days prior to the close of books at half-year end until 10:00 am (Sydney time) on the next trading day after Tissue Repair’s half-year financial results are released to the ASX;

• 20 business days prior to the close of books at full-year end until 10:00 am (Sydney time) on the next trading day after Tissue Repair’s full-year financial results are released to the ASX; and

• any other period that the Board declares as a Closed Period.

The Company Secretary will declare the occurrence of Closed Periods by email to all relevant personnel at least one day in advance of the commencement and termination of each Closed Period.

If you need to trade Tissue Repair Securities during a Closed Period due to exceptional circumstances, you may only do so if you have prior written clearance (see section 8) and do not have any Inside Information. Exceptional circumstances are rare, and include severe financial hardship, a requirement to comply with a court order or court enforceable undertaking, and any other circumstance warranted in the individual situation.

Notwithstanding the time periods described above, Tissue Repair may declare a Closed Period at any time at its absolute discretion and without prior notice. For example, this could occur where directors of Tissue Repair believe that certain employees may hold Inside Information relating to Tissue Repair or its subsidiaries (if any).

Remember: if you have Inside Information, you must not trade Tissue Repair Securities, regardless of whether or not it is during a Closed Period.

5. What is the trading clearance process for trading Tissue Repair Securities?

A trading clearance process (explained below) applies if you are Key Management Personnel . You are a Key Management Person if you:

• are a director of Tissue Repair;

• are the Chief Executive Officer of Tissue Repair;

• are the Chief Operating Officer of Tissue Repair;

Tissue Repair Ltd Level 10, 255 Pitt Street, Sydney, NSW 2000

Tissue Repair Ltd ACN: 158 411 566

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• report directly to the Chief Executive Officer or Chief Operating Officer;

• report to a person who reports directly to the Chief Executive Officer or Chief Operating Officer, including consultants; or

• are any other person having authority and responsibility for planning, directing and controlling the activities of Tissue Repair, either directly or indirectly.

5.1. Requirements before and after trading

If you are Key Management Personnel, before trading in Tissue Repair Securities at any time, you must:

• notify Tissue Repair of your intention to trade, and seek written clearance to trade, by completing the form annexed to this policy and emailing it to the nominated contacts, currently the Executive Director, Tony Charara, and the Company Secretary, Alistair McKeough ( Nominated Contacts ) at the following email addresses: Tony@trtherapeutics.com.au and Alistair.McKeough@automicgroup.com.au;

• confirm that you do not hold Inside Information; and

• confirm that you do not know of a reason to prohibit your trade.

The clearance process is explained in section 8. If granted, clearance is only valid for up to 5 trading days after notification (unless otherwise stated in the clearance) and for up to the number of Tissue Repair Securities you have requested to trade. The clearance is automatically deemed to be withdrawn if you become aware of Inside Information prior to trading.

If you are Key Management Personnel, you must advise the Nominated Contacts immediately after completing the approved trade in accordance with section 8 below.

5.2. Application of trading clearance process after your resignation

If you are a director or officer or consultant of Tissue Repair and choose to resign from your position at Tissue Repair (with the effect that you are no longer a director or officer of Tissue Repair, or for consultants, the completion of the consulting period), you will be required to continue to comply with the trading clearance process requirements outlined in this section 5 for a three month period immediately following your resignation, as though you were still a director, officer or consultant of Tissue Repair for that period.

5.3. Application of trading clearance process where you are a participant in an equity-based remuneration scheme

If you are a participant in an equity-based remuneration scheme, you will be required to comply with the trading clearance process requirements outlined in this section 5 in order for you to enter into any transactions (whether through the use of derivatives or otherwise) which limit the economic risk of your participation in that scheme.

6. What are the exceptions to the Closed Periods?

You may at any time (including during Closed Periods and without the requirement to comply with section 5):

• transfer Tissue Repair Securities you already hold into a superannuation fund, savings scheme or like fund in which you are a beneficiary;

• trade in a publicly offered fund or scheme (but not a scheme of which Tissue Repair Securities are a significant portion) where the assets of the fund or other scheme are invested at the discretion of a third party (e.g. an index fund);

Tissue Repair Ltd Level 10, 255 Pitt Street, Sydney, NSW 2000

Tissue Repair Ltd ACN: 158 411 566

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• dispose of Tissue Repair Securities as part of accepting a takeover offer, scheme of arrangement or equal access buy-back offer;

• acquire Tissue Repair Securities under any director or employee incentive plan or through the exercise of options or performance rights under any director or employee incentive plan, but any subsequent dealing in those Tissue Repair Securities remains subject to this policy; and

• deal under an offer or invitation made to all or a majority of Tissue Repair shareholders (in number or by shareholding in total or within a class of shareholders), where the plan that determines the timing and structure of the offer has been approved by Tissue Repair’s Board. Examples of this are a rights issue, a security purchase plan, a dividend reinvestment plan or a bonus issue made to all holders of Tissue Repair Securities in the same class.

7. Escrow

If you hold Tissue Repair Securities subject to binding restrictions on transfer (as ASX restricted securities or through voluntary escrow arrangements) you must comply with the terms of any applicable escrow arrangements and will be unable to trade in those Tissue Repair Securities or encumber the escrowed Tissue Repair Securities during that time. Once the escrow arrangements have ended, you are not free to trade in the Tissue Repair Securities unless permitted by, and at all times in accordance with, this policy.

8. What is the clearance process?

8.1. Written clearance of proposed trades

If you need to seek a general trading clearance, please complete the form annexed to this policy and email it to the Nominated Contacts at tony@trtherapeutics.com and Alistair.McKeough@automicgroup.com.au. If you need any other written clearance under this policy, please contact the Nominated Contacts at this same email address.

The Company Secretary will notify the Board of the request.

The person to consider your request for clearance ( Clearance Officer ) will depend on your role:

• if you are the Chair: the chair of the Audit and Risk Management Committee;

• if you are a non-executive director of Tissue Repair or the Chief Executive Officer: the Chair;

• if you are a direct report of the Chief Executive Officer or the Chief Operating Officer: the Chair; or

• all other Tissue Repair employees: the Chair,

and in each case provided that no person can approve their own clearance request.

If the relevant Clearance Officer objects to your proposed trade, they must promptly notify you that the trade must not proceed and must advise the Board (who may overrule the decision if they think appropriate). The Clearance Officer or the Board (as applicable) can object to your 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 your proposed trade is objected to, you must keep that information confidential and not disclose it to anyone. Any decision by Tissue Repair to object to the proposed trade is final and binding on you. If no response is given, you must assume that approval is not given by the Clearance Officer.

Tissue Repair Ltd Level 10, 255 Pitt Street, Sydney, NSW 2000

Tissue Repair Ltd ACN: 158 411 566

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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 this section and not objected to. The failure of Tissue Repair to object to, or any approval given to, any proposed trade is not an endorsement of the proposed trade. You are individually responsible for your investment decisions and your compliance with insider trading laws. Accordingly, before making any trade, you should carefully consider whether you are in possession of any Inside Information that might preclude you from trading and, if you have any doubt in this regard, you should not trade.

8.2. Notification of completed trades

In addition to providing prior notification, once a trade of any Tissue Repair Securities has been made by you, details of the trade, including the number and price of Tissue Repair Securities involved, must be notified by email to the Nominated Contacts.

You must also immediately (within in 24 hours of completion of the transaction) notify the Nominated Contacts of all acquisitions or disposals or other trading of Tissue Repair Securities, including date, price and volume, without exception so that Tissue Repair can comply with its ASX reporting obligations. Each disclosure notice given to the ASX will need to state whether or not the relevant trade occurred within a Tissue Repair Closed Period and whether prior written clearance was provided.

9. What else should you be aware of?

9.1. This policy doesn’t replace insider trading laws

The rules in this policy do not replace your legal obligations; they are separate from, and apply in addition to, the laws prohibiting insider trading in Australia and any other relevant place (e.g. if you live outside Australia).

9.2. If in doubt, don’t!

The boundary between what is and is not in breach of the law or this policy is not always clear. Sometimes behaviour that you consider to be ethical actually may be insider trading. If in doubt, don’t trade.

9.3. No short term trading

Short term trading is the buying and selling of listed securities within a 6-month period and this can be a key indicator of insider trading, particularly if undertaken on a regular basis or in large amounts. To reduce the risk of an allegation of insider trading, you must not trade Tissue Repair Securities on a short-term basis, except in exceptional circumstances and with prior written clearance (see 8.1 above).

An exception to this rule is the sale of Tissue Repair Securities immediately after they have been acquired through the conversion (e.g. vesting or exercise) of a Tissue Repair Security granted under an employee equity plan, as long as you do not have Inside Information and, if it is a Closed Period, you have obtained prior written clearance (see 8.1 above). This is not regarded as short term trading.

9.4. No speculative trading

You must not engage in transactions in the derivative markets involving products based on Tissue Repair Securities, except in exceptional circumstances and with prior written clearance (see above). This includes over the counter (also known as OTC) products, depository receipts, contracts for difference, forward contracts, swaps, futures, warrants, exchange-traded options, caps and collars and any other financial product that operates to limit the economic risk associated with Tissue Repair Securities or which are otherwise speculative.

Tissue Repair Ltd Level 10, 255 Pitt Street, Sydney, NSW 2000

Tissue Repair Ltd ACN: 158 411 566

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9.5. No protection arrangements

You must not enter into an arrangement or transaction that:

• is designed or intended to hedge (or otherwise limit) your economic exposure to unvested or restricted Tissue Repair Securities (e.g. unvested employee share plan shares);

• amounts to “short selling” of Tissue Repair Securities; or

• otherwise enables you to profit from a decrease in the market price of Tissue Repair Securities.

If you intend to enter into an arrangement or transaction to hedge your vested and unrestricted Tissue Repair Securities, you need prior written clearance (see above).

9.6. No granting of security over Tissue Repair Securities or entering into margin lending arrangements

If you hold unvested or restricted Tissue Repair Securities you may not, either directly or indirectly, enter into a margin loan or grant any form of security or rights over those Tissue Repair Securities.

If you intend to enter into a margin loan or grant a security or rights over your vested and unrestricted Tissue Repair Securities, you need prior written clearance (see above).

9.7. Monitoring of trading

Tissue Repair may monitor your trading as part of the administration of this policy.

9.8. Breaches of policy

Strict compliance with this policy is a condition of your employment or engagement by Tissue Repair. Breaches of this policy will be subject to disciplinary action, which may include termination of your employment or engagement.

9.9. Trading in securities of other companies

While in general employees of Tissue Repair are free to deal in securities of other listed companies, the insider trading prohibitions under the applicable laws include dealings not only in Tissue Repair Securities but also those of other companies with which Tissue Repair may be dealing where an employee possesses inside information in relation to that other company.

If you are aware of inside information in respect of another company, you should not trade or deal in the securities of the company that it affects. For example, where you are aware that Tissue Repair is about to sign a major agreement with another company, you should not buy securities in either Tissue Repair or the other company.

The Board may extend this policy by specifying that employees are also restricted from dealing in securities of other specified companies with which Tissue Repair may have a close relationship.

9.10. Examples in this policy are not definitive

This policy uses examples to explain concepts. Where examples are given – look for words like “includes”, “e.g.” or “such as” – these are not definitive or exhaustive.

Tissue Repair Ltd Level 10, 255 Pitt Street, Sydney, NSW 2000

Tissue Repair Ltd ACN: 158 411 566

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10. Transactions relating to options over securities in Tissue Repair

Tissue Repair’s commitment to good governance in respect of its securities extends beyond the prevention of insider trading and also applies to other transactions involving Tissue Repair Securities.

In addition to the above restrictions on trading, you should be aware that if you are a participant in one or more of Tissue Repair’s employee incentive or share option plan schemes, you will not be permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risks of participating in the relevant scheme (or schemes, as the case may be).

11. Review of policy

This policy will be reviewed at least every two years and may be updated from time to time as and when determined by the Board.

Tissue Repair Ltd Level 10, 255 Pitt Street, Sydney, NSW 2000

Tissue Repair Ltd ACN: 158 411 566

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ANNEXURE: SECURITIES TRADING CLEARANCE FORM

REQUEST FOR PRIOR WRITTEN CLEARANCE TO TRADE IN COMPANY SECURITIES Tissue Repair Ltd (“Tissue Repair”)

I, , request prior written clearance to trade in securities of Tissue Repair in accordance with the terms of Tissue Repair’s “Securities Trading Policy” and provide the following information in respect of this request:

Details of securities

Nature of Trade	Buy / Sell / Other
	(please circle correct description and provide details if“other”)
Number of Securities
Value of Securities
Class of Securities	Shares / Options / Other
	(please circle correct description andprovide details if “other”)
Name of Registered Holder
Connected to
Reason for request
Request to trade in	Normal circumstances / exceptional circumstances
	(please circle correct description)
If exceptional circumstances,	please provide complete details of the circumstances in which
you wish your request to be considered exceptional:
Declaration

I confirm that I have read and understood Tissue Repair’s “Securities Trading Policy” and that the proposed trade does not breach that policy or any legal obligations referred to in it, and in particular, I confirm that I am not in possession of any inside information in relation to Tissue Repair.

I acknowledge that in accordance with Tissue Repair’s “Securities Trading Policy”, I cannot trade in securities of Tissue Repair until clearance is given and I understand that any clearance given will be valid only for the period stated in the clearance.

I confirm that if this request for prior written clearance is approved and clearance is given to the proposed trade, and a trade of securities in Tissue Repair is made in accordance with that clearance, I will notify the Nominated Contacts (as defined in Tissue Repair’s Securities Trading Policy) of all details of the trade, including the number and price of Tissue Repair securities involved, as soon as reasonably practicable after the completion of the trade.

Tissue Repair Ltd Level 10, 255 Pitt Street, Sydney, NSW 2000

Tissue Repair Ltd ACN: 158 411 566

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Name Signature Date
Clearance Result (office use only – to be completed by relevant Clearance Officer)
Granted / Denied
(please circle correct result)
Decision made by:

Name Signature Date
If granted, approval is valid for:  Five business days from date of
approval (default period)
 business days from
date of approval
(please indicate correct period and provide details if required)
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Submit this form to the Nominated Contacts at the following email addresses: Tony@trtherapeutics.com Alistair.McKeough@automicgroup.com.au

Tissue Repair Ltd Level 10, 255 Pitt Street, Sydney, NSW 2000