Penrice Soda Holdings Limited
ACN 109 193 419

1. Our Commitment

1.1. Penrice's Code of Conduct requires Penrice and its employees to act with high standards of honesty, integrity, fairness and equity in all aspects of their employment with Penrice.

1.2. With this in mind, Penrice commits to dealing fairly, transparently and openly with both current and prospective shareholders using available channels and technologies to reach widely and communicate promptly. Penrice commits to facilitating participation in shareholder meetings and dealing promptly with shareholder enquiries.

2. Continuous Disclosure

2.1. The continuous disclosure regime is fundamental to the rights of shareholders to receive information concerning their securities. The most important aspect of Penrice's shareholder communication policy is to comply with the continuous disclosure regime and implement best practice disclosure policy.

2.2. Market announcements are to be posted to Penrice's website immediately after release to the market.

2.3. Where Penrice provides financial results briefings to analysts or media, these briefings are to be made available as soon as possible after the event. In any event no material information which has not been previously released to the market is to be covered in such briefings. The material upon which the briefing is based (such as slides or presentations) is to be released to the market prior to the briefing.

2.4. Penrice will not engage in “black-listing” of analysts or commentators based on their reporting of Penrice.

2.5. The Company Secretary (or another person appointed by the Board) will act as ASX liaison officer to ensure timely and appropriate access to information for all investors.

3. Financial Reporting

3.1. Transparent and prompt financial reporting is key element of listed company disclosure. Penrice is to produces half yearly and yearly financial reports and an annual report in accordance with the Corporations Act and listing rules. Penrice aims to report promptly, comply with all applicable laws, listing rules and accounting standards in its financial reporting and to report in a way which is easy to understand and conveys the materiality of the matters discussed.

3.2. Penrice is to distribute its half yearly and full year results announcements to shareholders who have requested such information.

3.3. Penrice also aims to articulate the business environment in which it operates through reports, correspondence and public fora on a regular basis. Making informed decisions about an investment in Penrice's securities requires an understanding of the key business drivers. Penrice has identified market trading volumes as a principal driver of revenues and makes these available on its website on a daily basis.

3.4. Identifying current trends and changes in Penrice's operating environment is also important and this is done in the reports referred to above.

4. Corporate Governance

4.1. In accordance with Recommendation 6.1 of the ASX Corporate Governance Council's Principles of Good Corporate Governance and Best Practice Recommendations, Penrice will establish and maintain a Corporate Governance Section on its Website

5. Other Information About Penrice

5.1. Penrice makes non-material announcements about itself from time to time via media releases and other forms and makes available information of interest to shareholders and other stakeholders. These are available on Penrice's website.

6. Insider Trading

6.1. The insider trading rules are an important adjunct to the continuous disclosure regime in ensuring that shareholders are given fair access to material information regarding securities. Penrice seeks to limit the opportunity for insider trading in its own securities through its continuous disclosure policies and its Share Trading Policy applying to its employees and directors.

7. Shareholder Meetings

7.1. Shareholder meetings are an opportunity for shareholders and other guests to hear from and question the board and management of Penrice. The Chairman and Managing Director are to make presentations separately before attending to voting on resolutions and general business. The chair of the meeting, usually the Chairman, is responsible for the conduct of the meeting.

7.2. Penrice's auditor is to attend its annual general meeting and is to be available to answer any questions regarding the conduct of and any issues arising from Penrice's audit.

7.3. Penrice will examine ways to ensure a broad range of participants may actively be involved in the conduct of its shareholder meetings without attending in person.

7.4. Penrice is to accept nominations for the board of Penrice that are made to the Company Secretary in accordance with the listing rules and Penrice's constitution. Penrice conducts annual and extraordinary general meetings in accordance with the Corporations Act, the ASX Listing Rules, ASX Corporate Governance Council guidelines and Penrice's constitution.

7.5. Penrice is to draft notices and proxy forms to maximise the ability of readers to understand and vote on the issues presented. Penrice will also investigate ways of using technology to simplify voting and to electronically distribute material regarding meetings.

8. Correspondence and Reports to Shareholders

8.1. Penrice corresponds periodically with all shareholders to update them on the company's activities and progress. The correspondence is signed by the Chairman and may at times accompany dividend payment advice or cheques.

8.2. Penrice takes steps to identify and communicate with beneficial owners. Where they wish, beneficial owners may receive all materials that are sent to direct shareholders including email notifications, correspondence and notices of meeting.

9. General Interaction With Shareholders

9.1. Penrice deals with shareholder enquiries promptly and courteously and takes measures to ensure that its agent, ASX Perpetual Registrars Ltd, also does so.

10. Shareholder Privacy

10.1. Penrice recognises that privacy is important and will not disclose registered shareholder details unless disclosure is required by law or necessary for administering and operating the company's share register or for administering, or advice in relation to, the company's shares. Shareholder details will only be used in accordance with applicable privacy laws.