LiveTiles : Trading Policy

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ASX Announcement

16 December 2021

Trading Policy

In accordance with ASX Listing Rule 12.10, please find attached LiveTiles Limited (ASX:LVT) (LiveTiles or the Company) Trading Policy.

This announcement has been authorised for release by the Company Secretary.

For further information, please contact:
Investors	Media
Maureen Baker	Alex Liddington-Cox
[e-mail]	[e-mail]

About LiveTiles:

LiveTiles is a global leader in the employee experience market creating software for employee collaboration and communications. LiveTiles is delivering solutions that drive digital transformation, productivity, and employee engagement in the modern workplace.

LiveTiles have operations spanning North America, Europe, Asia and Australia, and services over 1,000 customers. LiveTiles is a leading player in the Employee Experience Platform Industry and has been acknowledged as such by Forrester and Gartner

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LiveTiles Limited | ACN 066 139 991 | Registered Office: 2 Riverside Quay, Southbank VIC 3006

https://livetilesglobal.com

For personal use only

S C H E D U LE 9 - TRADING POLICY

1. INTRODUCTION
   The Company is committed to comply with insider trading laws and establishing a best practice procedure for dealing in securities. These guidelines set out the Company's policy on the sale and purchase of securities in the Company by its Directors and employees. The purpose of these guidelines is to assist the Company's Directors and employees to avoid conduct known as 'insider trading'. In some respects, the Company's policy extends beyond the strict requirements of the Corporations Act 2001 (Cth).
2. WHO DOES THIS POLICY APPLY TO?
   Unless otherwise stated, this policy applies to:
3. 1. all Directors of the Company;
   2. all employees of the Company, whether full time, part time or casual; and
   3. all contractors and consultants working for the Company,

(each, Personnel).

1. WHAT TYPES OF TRANSACTIONS ARE COVERED BY THIS POLICY?
   This policy applies to both the sale and purchase of any securities of the Company and its subsidiaries on issue from time to time.
2. WHAT IS INSIDER TRADING?

1. Prohibition
   Insider trading is a criminal offence. It may also result in civil and criminal liability. In broad terms, a person will be guilty of insider trading if:
2. 1. that person possesses information which is not generally available to the market and, if it were generally available to the market, would be likely to have a material effect on the price or value of the Company's securities (i.e. information that is 'price sensitive'); and
   2. that person:
   3. 1. buys or sells securities in the Company; or
      2. procures someone else to buy or sell securities in the Company; or
      3. passes on that information to a third party where that person knows, or ought reasonably to know, that the third party would be likely to buy or sell the securities or procure someone else to buy or sell the securities of the Company.
3. Examples
   To illustrate the prohibition described above, the following are possible examples of price sensitive information which, if made available to the market, may be likely to materially affect the price of the Company's securities:

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1. 1. the Company considering a major acquisition;
   2. the threat of major litigation against the Company;
   3. the Company's revenue and profit or loss results materially exceeding (or falling short of) the market's expectations;
   4. a material change in debt, liquidity or cash flow;
   5. a significant new development proposal (e.g. new product or technology);
   6. the grant or loss or a major contract;
   7. a management or business restructuring proposal; and
   8. a share issue proposal;
2. Dealing through third parties
   The insider trading prohibition extends to dealings by individuals through nominees, agents or other associates, such as family members, family trusts and family companies (referred to as "Associates" in these guidelines).
3. Information however obtained
   It does not matter how or where the person obtains the information - it does not have to be obtained from the Company to constitute inside information.
4. Confidentiality
   Related to the above, Personnel also have a duty of confidentiality to the Company. Personnel must not reveal any confidential information concerning the Company, use that information in any way which may injure or cause loss to the Company, or use that confidential information to gain an advantage for themself.
5. Employee share schemes
   The prohibition does not apply to acquisitions of shares or options by employees made under employee share or option schemes, nor does it apply to the acquisition of shares as a result of the exercise of options under an employee option scheme. However, the prohibition does apply to the sale of shares acquired under an employee share scheme and also to the sale of shares acquired following the exercise of an option granted under an employee option scheme.

5. TRADING RESTRICTIONS IMPOSED BY THIS POLICY

5.1 Additional restrictions

Additional restrictions (described below) on trading in the Company's securities apply to Key Management Personnel.

Key Management Personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any Director (whether executive or otherwise) of that entity. The Company has determined that its Key Management Personnel are its Directors and those employees directly reporting to the Managing Director. Key Management Personnel are in positions where it may be assumed that they may come into possession of inside information and therefore, this policy is designed to avoid the possibility that misconceptions,

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misunderstandings or suspicions might arise and also to protect the reputation of the Company and Key Management Personnel.

5.2 General rule

1. Key Management Personnel must not, except in exceptional circumstances deal in securities of the Company during the following periods:

2. two weeks prior to, and 48 hours after the release of the Company's Annual Financial Report;
3. two weeks prior to, and 48 hours after the release of the Half Year Financial Report of the Company;
4. two weeks prior to, and 48 hours after the release of the Company's quarterly reports (if applicable); and
5. within 48 hours of release of price sensitive information to the market, (together the Closed Periods).

The Company may at its discretion impose additional Closed Periods or vary this rule in relation to a particular Closed Period by general announcement to all Key Management Personnel either before or during the Closed Periods. However, if a Key Management Personnel is in possession of price sensitive information which is not generally available to the market, then he or she must not deal in the Company's securities at any time.

1. Close family members and entities closely connected with Key Management Personnel
   Key Management Personnel must ensure that their close family members and any closely connected entities are aware of this policy and the restrictions it contains and that any trading undertaken by those persons or entities are undertaken in accordance with this policy.
2. No short-term trading in the Company's securities
   Key Management Personnel should never engage in short-term trading of the Company's securities except for the exercise of options where the shares will be sold shortly thereafter.
3. Hedging transactions
   Key Managing Personnel are prohibited from entering into an arrangement or transaction which would have the effect of limiting their exposure to risk in respect of any securities received under an equity-based remuneration scheme.
4. Securities in other companies
   Buying and selling securities of other companies with which the Company may be dealing is prohibited where an individual possesses information which is not generally available to the market and is 'price sensitive'. For example, where an individual is aware that the Company is about to sign a major agreement with another company, they should not buy securities in either the Company or the other company.

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5.7 Exceptions

1. Key Management Personnel may at any time:
2. 1. acquire ordinary shares in the Company by conversion of securities giving a right of conversion to ordinary shares;
   2. acquire Company securities under a bonus issue made to all holders of securities of the same class;
   3. dispose of rights under a pro rata issue;
   4. an acquisition of securities in a company under a pro rata issue;
   5. acquire Company securities under a dividend reinvestment, or top-up plan that is available to all holders or securities of the same class;
   6. acquire, or agree to acquire or exercise options under an employee incentive scheme (as that term is defined in the ASX Listing Rules);
   7. withdraw ordinary shares in the Company held on behalf of the Key Management Personnel in an employee incentive scheme (as that term is defined in the ASX Listing Rules) where the withdrawal is permitted by the rules of that scheme;
   8. acquire ordinary shares in the Company as a result of the exercise of options held under an employee option scheme;
   9. transfer securities of the Company already held into a superannuation fund or other saving scheme in which the restricted person is a beneficiary;
   10. make an investment in, or trade in units of, a fund or other scheme (other than a scheme only investing in the securities of the Company) where the assets of the fund or other scheme are invested at the discretion of a third party;
   11. where a restricted person is a trustee, trade in the securities of the Company by that trust, provided the restricted 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 restricted person;
   12. undertake to accept, or accept, a takeover offer;
   13. trade under an offer or invitation made to all or most of the security holders, 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 structure of the offer has been approved by the Board. 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;
   14. dispose of securities of the Company resulting from a secured lender exercising their rights, for example, under a margin

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