Penrice Soda Holdings Limited
ACN 109 193 419

Penrice Soda Holdings Limited Securities Trading Policy

1.1. Securities of the Company are or will be quoted on the stock market of the ASX.

1.2. This policy outlines:

(a) when directors, senior management and other employees may and may not deal in Company Securities;

(b) when directors, senior management and other employees may and may not deal in listed securities of another entity (because they may obtain inside information about another entity's securities while performing their duties for the Group); and

(c) procedures to reduce the risk of insider trading.

In this policy:
Approving Officer means:

(a) for a Designated Person who is a director, the chairman;

(b) for a Designated Person who is the chairman of the board, the chairman of the Audit Committee; and

(c) for any other Designated Person, the managing director.

ASX means Australian Securities Exchange Limited.

Closed Period means:

(a) the period commencing 1 July of each year and ending on the announcement of the Company’s annual results for the previous financial year; and

(b) the period commencing 1 January of each year and ending on the announcement of the Company’s half yearly results for that same financial year.

Company means Penrice Soda Holdings Limited ACN 109 193 419.

Company Securities includes shares in the Company or a Group member, options over those shares, any other financial products of the Group traded on ASX or any other financial products issued or created over or in respect of the foregoing.

Designated Person means:

(a) a director or person engaged in the management of the Group, whether as an employee or consultant; and

(b) any employee of an entity within the Group.

Group means the Company and each of its controlled entities.

Non-Prohibited Period means any period that is not a Prohibited Period.

Prohibited Period means:

(a) any Closed Period; or

(b) any additional periods when a Designated Person is prohibited from trading, which are imposed on the Company from time to time when the Company is considering matters which are subject to ASX Listing Rule 3.1A.

3. Insider trading

3.1 If a person has information about securities and the person knows, or ought reasonably to know, that the information is inside information, it is likely to be illegal for the person to:

(a) deal in the securities;

(b) procure another person to deal in the securities; or

(c) give the information to another person who the person knows, or ought reasonably to know, is likely to:

(i) deal in the securities; or

(ii) procure someone else to deal in the securities.

3.2 Insider trading is a criminal offence. It is punishable by substantial fines or imprisonment or both. A company may also be liable if an employee or director engages in insider trading.

3.3 Insider trading may also attract civil penalties. A court may impose substantial pecuniary penalties for insider trading and order payment of compensation to persons who suffer loss or damage because of insider trading.

4.1 Inside information is information that:

(a) is not generally available; and

(b) if it were generally available, would, or would be likely to, influence persons who commonly invest in securities in deciding whether to acquire or dispose of the relevant securities.

4.2 Information is generally available if it:

(a) is readily observable;

(b) has been made known in a manner likely to bring it to the attention of persons who commonly invest in securities of the relevant type and a reasonable period for that information to be disseminated has elapsed since it was made known; or

(c) consists of deductions, conclusions or inferences made or drawn from information falling under paragraphs 4.2(a) or 4.2(b).

5. What is dealing in securities?

Dealing in securities includes:

(a) applying for, acquiring or disposing of, securities;

(b) entering into an agreement to apply for, acquire or dispose of, securities; and

(c) granting, accepting, acquiring, disposing, exercising or discharging an option or other right or obligation to acquire or dispose of securities.

6.1 A Designated Person may only deal in Company Securities during a Non-Prohibited Period if he or she has complied with paragraph 7.1 (total prohibition if person has inside information) and paragraph 8 (clearance from approving officer).

6.2 A Designated Person may only deal in Company Securities during a Prohibited Period where permitted to do so in accordance with paragraph 9.

6.3 A Designated Person may deal in the listed securities of another entity if he or she does not have information that he or she knows, or ought reasonably to know, is inside information in relation to those securities.

7.1 A Designated Person may not deal or procure another person to deal in Company Securities during a Non-Prohibited Period if:

(a) he or she has information that he or she knows, or ought reasonably to know, is inside information in relation to Company Securities; or

(b) he or she has not complied with paragraph 8.

7.2 A Designated Person may not deal or procure another person to deal in Company Securities during a Prohibited Period, except where permitted to do so in accordance with paragraph 9 (clearance from the Approving Officer to deal during Non-Prohibited Period).

7.3 A Designated Person may not deal or procure another person to deal in the listed securities of another entity if he or she has information that he or she knows, or ought reasonably to know, is inside information in relation to those securities.

8.1 Before dealing in Company Securities during a Non-Prohibited Period, a Designated Person must first inform the Approving Officer and obtain clearance.

8.2 The Approving Officer may not give clearance during a Non-Prohibited Period if:

(a) there is a matter about which there is inside information in relation to Company Securities (whether or not the Designated Person knows about the matter) when the Designated Person requests clearance or proposes to deal in Company Securities; or

(b) the Approving Officer has any other reason to believe that the proposed dealing breaches this policy.

8.3 The Approving Officer must:

(a) keep a written record of:

(i) any information received from a Designated Person in connection with this policy; and

(ii) any clearance given under this policy; and

(b) send a copy of the written record to the company secretary for safekeeping.

8.4 The company secretary must keep a file of any written record referred to in paragraph 8.3.

9.1 The Approving Officer may give clearance for a Designated Person to sell (but not buy) Company Securities in exceptional circumstances during the Prohibited Period or where the Designated Person would otherwise not be able to do so under this policy.

9.2 In order to obtain the clearance under the exception in paragraph 9.1, the Designated Officer must make a written application to the Approving Officer (such written application may be made by email).

9.3 The Approving Officer will consider the application referred to in paragraph 9.2. The Approving Officer may not give clearance under the exception in paragraph 9.1 if there is a matter about which there is inside information in relation to Company Securities (whether or not the Designated Person knows about the matter) when the Designated Person requests clearance or proposes to deal in Company Securities.

9.4 The Approving Officer will decide if circumstances are exceptional, and will inform the Designated Person in writing of that decision (such written notice may be made by email).

9.5 Any clearance that is granted to the Designated Person will be valid for 2 weeks from the date the clearance is granted. The Approving Officer may specify any other period during which the clearance remains valid in the notice referred to in paragraph 9.3.

9.6 The company secretary must keep a file of any written record referred to in this paragraph 9.

9.7 For the purposes of this paragraph 9, exceptional circumstances include:

(a) the need to satisfy a tax liability where there are no other means of satisfying the liability (except where the need to satisfy the tax liability arises in relation to securities received under an employee incentive scheme);

(b) where the Designated Person is required by a court order, or there are court enforceable undertakings, such as in a bona fide settlement, to transfer or sell the securities of the Company or there is some other overriding legal or regulatory requirement for him or her to do so;

(c) where the Designated Person would face financial hardship if unable to sell Company Securities; and

(d) any other circumstance deemed exceptional by the Approving Officer.

10.1 If a Designated Person may not deal in the Company Securities, he or she must prohibit any dealing in the Company Securities by:

(a) any associated person (including family or nominee companies and family trusts); or

(b) any investment manager on their behalf or on behalf of any associated person.

10.2 For the purposes of paragraph 10.1, a Designated Person must:

(a) inform any investment manager or associated person of the periods during which the Designated Person may and may not deal in Company Securities; and

(b) request any investment manager or associated person to inform the Designated Person immediately after they have dealt in Company Securities.

10.3 A Designated Person does not have to comply with paragraphs 10.1 and 10.2 to the extent that to do so would breach their obligations of confidence to the Group.

11.1 If a Designated Person has information that he or she knows, or ought reasonably to know, is inside information in relation to Company Securities or the listed securities of another entity, the employee must not directly or indirectly communicate that information to another person if he or she knows, or ought reasonably to know, that the other person would or would be likely to:

(a) deal in Company Securities or those securities of the other entity; or

(b) procure another person to deal in Company Securities or the securities of the other entity.

11.2 An employee must not inform colleagues (except the Approving Officer) about inside information or its details.

12. Speculative dealing

A Designated Person may not deal in Company Securities on considerations of a short term nature. This policy prohibits transacting in associated products which limit the risk of participating in unvested entitlements under any equity based remuneration schemes.

13. Breach of policy

A breach of this policy by an employee is serious and may lead to disciplinary action, including dismissal in serious cases. It may also be a breach of the law.

This policy must be distributed to all Designated Persons.

15. Assistance and additional information

Employees who are unsure about any information they may have in their possession, and whether they can use that information for dealing in securities, should contact the chief executive officer.

The following trading by Designated Persons is excluded from this trading policy:

(a) transfers of Company Securities already held in a superannuation fund or other saving scheme in which the Designated Person is a beneficiary;

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

(c) where a Designated Person is a trustee, trading in Company Securities by that trust provided that the Designated Person 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 Designated Person;

(d) undertakings to accept, or the acceptance of, a takeover offer;

(e) trading under an offer or invitation made to all or most of the security holders of the Company 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 structures of the offer has been approved by the board of the Company. 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;

(f) a disposal of Company Securities that is the result of a secured lender exercising their rights, for example, under a margin lending arrangement. Designated Persons entering into agreements that provide lenders with rights over their interests in Company Securities must first receive prior written clearance in the same manner as set out in paragraph 9;

(g) the exercise (but not the sale of securities following exercise) of an option or a 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 Company 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 Designated Person could not reasonably have been expected to exercise it at a time when free to do so;

(h) trading under a non-discretionary trading plan for which prior written clearance has been provided in accordance with the procedures set out in this trading policy and where:

(i) the Designated Person does not enter into the plan or amend the plan during a Prohibited Period;

(ii) the trading plan does not permit the Designated Person to exercise any influence or discretion over how, when, or whether to trade; and

(iii) this trading policy does not allow the restricted person to cancel the trading plan or cancel or otherwise vary the terms of his or her participation in the trading plan during a Prohibited Period other than in exceptional circumstances.

This policy was approved and adopted by the board on 30 December 2010.