Duratec : Securities Trading Policy

For personal use only

ASX ANNOUNCEMENT

21 March 2022

SECURITIES TRADING POLICY

Duratec Limited (ASX: DUR) (the Company or Duratec) provides a copy of its revised Securities Trading Policy in accordance with Listing Rule 12.10.

The Securities Trading Policy can also be found on the corporate governance section of the Company's website at www.duratec.com.au/investors/corporate-governance.

Authorised for release to ASX by Dennis Wilkins, Company Secretary.

	- ENDS -
Media Contact	Investor Contact
Duratec Limited	Duratec Limited
Paul Gold	Dennis Wilkins
[phone]	[phone]

About Duratec Limited

Duratec Limited (ASX: DUR) is a leading Australian contractor providing assessment, protection, remediation, and refurbishment services to a broad range of assets and infrastructure. The Company's multi-disciplined capabilities combine engineering experience with project delivery expertise and use a range of in-house assessment technologies, including 3D capture and modelling technology with predictive analysis tools. Headquartered in Wangara, Western Australia, Duratec has fifteen branches around the country in capital cities and regional centres, delivering services across multiple sectors including Defence, Commercial Buildings & Facades, Infrastructure (Water, Transport & Marine), Mining & Industrial, Power and Energy.

Please visit www.duratec.com.aufor further information.

GOVERNANCE POLICY

SECURITIES TRADING POLICY

Duratec Limited ACN 141 614 075 (Company)

For personal use only

1 PURPOSE

The purpose of this policy is to:

• assist those persons covered by the policy to comply with their obligations under the insider trading provisions of the Corporations Act 2001 (Cth) (Corporations Act);
• aim to ensure that the reputation of the Company and its subsidiaries (Group) is not adversely impacted by perceptions of trading in the Company's securities at certain times, and to ensure a proper market for the Company's securities is maintained that supports shareholder and investor confidence;
• establish a procedure for trading in the Company's securities by persons covered by the policy including setting out: the periods when trading is prohibited; the restrictions on trading; the exceptional circumstances when trading may be permitted during a prohibited period with prior written clearance; the procedure to obtain written clearance to trade, including during a prohibited period; and the trading that is excluded from the policy; and
• comply with the ASX Listing Rules.

This policy is for the protection of the Company and each of the persons covered by the policy. If you do not understand any part of this policy, or the summary of the law relating to insider trading, or how it applies to you, you should contact the Company Secretary before trading in any securities covered by this policy. Ultimately it is yourresponsibility to make sure that none of your trading constitutes insider trading.

2	WHO DOES THIS POLICY APPLY TO?

This policy applies to Restricted Persons. A Restricted Person is a person who is:

1. a person having authority and responsibility for planning, directing, and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company (Key Management Personnel);
2. an employee of the Group who is:
3. 1. at superintendent or senior management level or above, or
   2. whose role is corporate and administrative, (Restricted Employees);
4. a Connected Person of Key Management Personnel and Employees.

A Connected Person means a spouse or partner, child or step-child under 18 years, a parent, an unlisted body corporate which the Key Management Personnel or Restricted Employee controls or is director of a trust of which the Key Management Personnel or Restricted Employee is a trustee and of which he or she or any of the persons referred to above is a beneficiary or any other person over whom the Key Management Personnel or Restricted Employee has significant influence or control. Where this policy requires a Restricted Person to do an act or thing, the relevant Restricted Person must do that act or thing in respect of the Connected Person.

GOVERNANCE POLICY

SECURITIES TRADING POLICY

3	WHAT SECURITIES ARE COVERED BY THIS POLICY?

For personal use only

This policy applies to trading in all securities issued by the Company, and includes the following types of securities:

1. shares, share acquisition rights and options;
2. debentures (including bonds and notes); or
3. derivatives of any of the above (including equity swaps, futures, hedges and exchange-traded or over-the- counter options) whether settled by cash or otherwise,

(Collectively, Company Securities).

The insider trading provisions in the Corporations Act also apply to the securities of other companies and entities if you have inside information about that company or entity. These other companies and entities may include suppliers or customers of the Group; joint venture partners; or companies that the Company or another member of the Group has entered (or is planning to enter) into a transaction with, for example a takeover or asset sale.

To trade in securities means, whether as principal or agent, to apply for, acquire or dispose of securities; enter into an agreement to apply for, acquire or dispose of securities and includes the exercise of an option or the conversion of a share acquisition right.

4	INSIDER TRADING PROHIBITION

4.1 What is Inside Information?

Inside Information is information that: (a) is not generally available; and (b) if it were generally available, a reasonable person would expect it to have a material effect on the price or value of the securities.

A reasonable person would be taken to expect information to have a material effect on the price or value of securities if (and only if) the information would, or would be likely to, influence persons who commonly acquire securities in deciding whether or not to acquire or dispose of those securities. In other words, the information must be shown to be material to the investment decision of a reasonable hypothetical investor in the securities.

It does not matter how you come to know the Inside Information. For the purpose of the insider trading provisions of the Corporations Act, "information" is given a wide meaning and includes matters of supposition and other matters that are insufficiently definite to warrant being made known to the public and matters relating to the intentions, or the likely intentions of a person.

Examples of information which, if made available to the market, may depending on the circumstances be likely to have a material effect on the price of Company Securities are set out in the Appendix.

4.2 When is information generally available?

Information is generally available if:

1. it consists of 'readily observable matter';
2. it has been made known in a manner that would, or would be likely to, bring it to the attention of persons who commonly invest in securities of a kind whose price or value might be affected by the information and since it was made known, a reasonable period for it to be disseminated among such persons has elapsed; or
3. it consists of deductions, conclusions or inferences made or drawn from information of the kind referred to in (a) or (b) above.

GOVERNANCE POLICY

SECURITIES TRADING POLICY

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4.3 Prohibited conduct

In summary, the Corporations Act prohibits three types of conduct relating to Inside Information:

• the direct or indirect acquisition or disposal of securities using Inside Information;
• the procurement of another person to acquire or dispose of securities using Inside Information; and
• communication of Inside Information to another person for the purpose of the other person acquiring or disposing of securities.

You must not, whether in your own capacity or as an agent for another, apply for, acquire, or dispose of, or enter into an agreement to apply for, acquire or dispose of, any securities, or procure another person to do so if you:

1. possess Inside Information; and
2. know or ought reasonably to know, that:
3. 1. the information is not generally available; and
   2. if it were generally available, it might have a material effect on the price or value of the securities or influence a person's decision to buy or sell the securities.

Further, you must not either directly or indirectly pass on this kind of information to another person if they know, or ought reasonably to know, that this other person is likely to apply for, acquire or dispose of the securities or procure another person to do so.

4.4 Consequences of insider trading

Engaging in "insider trading" (as summarised in section 4.3), can subject you to criminal liability, including substantial monetary fines and/or imprisonment. You may also be subject to civil liability, which may include being sued by another party or the Company, for any loss suffered as a result of insider trading. Insider trading is prohibited at all times.

5	TRADING WINDOWS

5.1 General rule

A Restricted Person is not permitted to trade in Company Securities unless such trading occurs within a designated Trading Window.

A Trading Window is the period in which a Restricted Person is permitted to buy or sell the Company Securities.

5.2 Trading Windows

A Restricted Person is only permitted to trade in Company Securities within the following trading windows:

1. the two-month period commencing on the next trading day following the announcement to ASX of the Company's full year financial results; and
2. the two-month period commencing on the next trading day following the announcement to ASX of the Company's half year financial results.

For personal use only

GOVERNANCE POLICY

SECURITIES TRADING POLICY

In addition to the prohibitions on insider trading set out in the Corporations Act, Restricted Persons must not trade in Company Securities within any period imposed by the Board from time to time, for example because the Company is considering matters that would require disclosure to the market but for Listing Rule 3.1A (Prohibited Period), unless the circumstances are exceptional and the procedure for prior written clearance described in section 7 has been met.

Please note that, even if it is inside a Trading Window, Restricted Persons must not trade in the Company's Securities if they are in possession of Inside Information.

6 EXCEPTIONAL CIRCUMSTANCES WHEN TRADING MAY BE PERMITTED SUBJECT TO PRIOR WRITTEN CLEARANCE

A Restricted Person, who is not in possession of Inside Information, may be given prior written clearance to trade in Company Securities outside of a Trading Window or during a Prohibited Period in accordance with the procedure described in section 7, in the following exceptional circumstances:

1. where the person is in severe financial hardship; or
2. where there are other circumstances deemed to be exceptional by the person granting the prior written clearance.

The determination of whether a person is in severe financial hardship or whether there are other exceptional circumstances can only be made by the relevant Approving Officer in accordance with the procedure for obtaining clearance prior to trading set out in section 7. A person may be in severe financial hardship if he or she has a pressing financial commitment that cannot be satisfied otherwise than by selling the relevant Company Securities. A tax liability would not normally constitute severe financial hardship unless the person has no other means of satisfying the liability. A circumstance may be considered exceptional if the person in question is required by a court order or a court enforceable undertaking to transfer or sell, or accept a transfer of, the Company Securities or there is some other overriding legal or regulatory requirement for him or her to do so.

7	PROCEDURE FOR OBTAINING WRITTEN CLEARANCE PRIOR TO TRADING

Restricted Persons must not trade in Company Securities at any time, including in the exceptional circumstances referred to in section 6, unless the Restricted Person first obtains prior written clearance from:

1. in the case of employees, the Managing Director or in his absence, a Company Secretary;
2. in the case of a director or officer, the Chair or in his absence, the Managing Director;
3. in case of the Managing Director, the Chair or, in his absence, the Chair of the Audit Committee; or
4. in the case of the Chair, the Chair of the Audit Committee,

(Each, an Approving Officer).

A request for prior written clearance under this policy should be made in writing using the form attached to this policy entitled 'Request for Prior Written Clearance to Trade in Company Securities' and given to the Approving Officer and the Company Secretary. The request may be submitted in person, by mail, by email or by facsimile.

Any written clearance granted under this policy will be valid for the period of 5 business days from the time which it is given, or such other period as may be determined by the Approving Officer. The expiry time of the clearance will be stated in the clearance granted. Written clearance under this policy may be given in person, by mail, by email or by facsimile.