TRADING IN CELLMID LIMITED SECURITIES BY DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES

Preamble

The fundamental principle is that Directors and Employees are not permitted to trade in the Company’s Securities while in possession of information that is not generally available in the public domain in order to ensure compliance with the insider trading provisions of the Corporations Act. In addition, this policy applies to advisers, contractors and consultants who may obtain confidential or price sensitive information in relation to the Company.  

Insider trading occurs when a person is in possession of information that is not generally available and which, if generally available, a reasonable person would expect it to have a material effect on the price or value of the Company’s shares. This extends to passing on price sensitive information to family, friends or other persons who may use that information to trade in the Company’s Securities.  

The penalty for breach of the insider trading provisions of the Corporations Act includes fines and, in some circumstances, a jail term  

It is the responsibility of the individual to ensure they do not buy or sell or trade or provide relevant information or advice to third parties while in possession of price sensitive information. This responsibility remains with the individual and cannot be varied or absolved by seeking to rely on statements by any other Employee or Director of the Company.  

Directors 

If a Director wishes to buy or sell Securities then the following procedure must be followed. First of all, the Director must complete and provide the Chairman with a request in writing for permission to trade in Securities and confirming they do not possess price sensitive information. If the Chairman wishes to by or sell Securities then the written request will be provided to the CEO who may then proceed to issue the No Objection notice in accordance with this provision.  

Following the submission of the request to trade, the Chairman may issue a “No Objection” confirmation in writing. If a “No Objection” confirmation is not given then trading is prohibited. If a “No Objection” confirmation is given then the Director concerned may buy or sell Securities until the earlier of 10 business days after issue of the “No Objection” confirmation, the date they become aware of unpublished price sensitive information or the date the “No Objection” confirmation is withdrawn by the Company, which can be at any time.  

Employees

If an Employee wishes to buy or sell Securities then the following procedure must be followed. First of all the Employee must complete and provide the Chief Executive Officer (CEO) with a “No Objection Request” form requesting permission to trade in Securities and confirming they do not possess price sensitive information. A sample of this form appears at the back of this policy.  

Following the submission of a “No Objection Request”, the CEO may issue a “No Objection” notice. If a “No Objection” notice is not given then trading is prohibited. If a “No Objection” notice is given then the Employee concerned may buy or sell Securities until the earlier of 10 business days after issue of the “No Objection” notice, the date they become aware of unpublished price sensitive information or the date the “No Objection” notice is withdrawn by the Company, which can be at any time.   The Board will be advised of all “No Objection” notices issued.    

General Restrictions on the ability of Directors and Employees to trade in Securities 

Notwithstanding the above:  

• Directors and Employees are prohibited from buying or selling Securities at any time if they are aware of any information of a potentially price sensitive nature with has not been released to ASX or has not otherwise been made public.  
• Directors and Employees shall in all circumstances be prohibited from:
  • “short-selling” Shares (or an interest in Shares) – that is selling Shares, or an interest in Shares,  beyond the level of the Directors or Employee’s holdings;
  • Trading in Securities which operate to limit the economic risk associated with a Director or Employee’s holding of unvested Shares which are to be issued subject to the Employee having satisfied certain performance conditions, under the Company’s Share Option Plan; or
  • Trading in Securities which enable a Director or Employee to profit from a decrease in the market price of Shares.  

The responsibility for trading in the Company’s Securities remains with the individual at all times.