Securities Trading Policy

1.1 Purpose

This Securities Trading Policy ("Policy") has been adopted by the Board of Directors of Orisium Pty Limited ("Orisium", "the Company", or "we") to regulate dealings in securities of the Company by directors, officers, employees, contractors, and their associates. This Policy is designed to ensure compliance with the legal prohibitions on insider trading contained in Division 3 of Part 7.10 of the Corporations Act 2001 (Cth) ("Corporations Act") and the requirements of ASX Listing Rules 12.9 to 12.12.

The purpose of this Policy is to:

• Explain the prohibition on insider trading and the serious consequences of breaching these laws;
• Establish a best practice procedure for trading in Company securities that protects both the Company and individuals from the consequences of actual or perceived insider trading;
• Ensure that the Company and its officers comply with ASX Listing Rule 12.9, which requires listed entities to have a securities trading policy and to give a copy of the policy, or a summary of it, to each of the persons to whom the policy applies;
• Protect the reputation and integrity of the Company in its securities dealings; and
• Ensure compliance with the Company's disclosure obligations under ASX Listing Rules 3.19A and 3.19B regarding notification of directors' interests.

1.2 Legal Framework

This Policy has been developed in accordance with, and must be read in conjunction with:

• Corporations Act 2001 (Cth): Division 3 of Part 7.10 (sections 1042A to 1043O), which contains the prohibitions on insider trading and sets out the criminal and civil penalties for contraventions;
• ASX Listing Rule 12.9: Requires a listed entity to have a securities trading policy that is designed to ensure compliance with the insider trading provisions of the Corporations Act;
• ASX Listing Rule 12.10: Specifies the minimum content that must be included in a securities trading policy, including requirements for closed periods and trading windows;
• ASX Listing Rule 12.11: Requires that a securities trading policy extend beyond the minimum requirements if the entity considers additional restrictions are appropriate;
• ASX Listing Rule 12.12: Requires disclosure of the securities trading policy or a summary of it in the Annual Report or on the entity's website; and
• ASX Listing Rules 3.19A and 3.19B: Require notification to ASX of directors' interests and changes in directors' interests in securities of the Company.

1.3 Policy Objectives

The objectives of this Policy are to:

• Ensure that all Restricted Persons are aware of the legal and ethical responsibilities associated with trading in Company securities;
• Minimise the risk of actual or perceived breaches of insider trading laws;
• Maintain market confidence in the integrity of the Company's securities dealings;
• Protect the Company and its personnel from the legal, financial, and reputational consequences of non-compliance; and
• Demonstrate the Company's commitment to good corporate governance and ethical conduct.

2.1 Inside Information

"Inside Information" means information that:

• Is not generally available to the market;
• If it were generally available, a reasonable person would expect it to have a material effect on the price or value of securities of the Company; and
• Relates to the Company or its securities.

For the purposes of this definition, information is "generally available" if it consists of readily observable matter, 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 (such as by announcement to ASX), or a reasonable period has elapsed since the information was so made known. A reasonable person would be taken to expect information to have a material effect on the price or value of securities if the information would, or would be likely to, influence persons who commonly invest in securities in deciding whether or not to acquire or dispose of those securities.

Examples of information that may constitute Inside Information include, but are not limited to: financial results or forecasts that differ materially from market expectations; proposed mergers, acquisitions, or divestments; significant changes in business strategy or operations; material litigation or regulatory action; changes in key personnel; material contract wins or losses; capital raisings or restructuring proposals; and dividend decisions.

2.2 Key Management Personnel (KMP)

"Key Management Personnel" or "KMP" means those persons having authority and responsibility for planning, directing, and controlling the activities of the Company, directly or indirectly, including any director (whether executive or non-executive) of the Company. This includes, without limitation:

• All directors of the Company (executive and non-executive);
• The Chief Executive Officer;
• The Chief Financial Officer;
• The Chief Operating Officer;
• The Chief Technology Officer;
• The Company Secretary; and
• Any other person designated as KMP by the Board from time to time.

2.3 Designated Officers

"Designated Officers" means those employees (other than KMP) who have been identified by the Company Secretary as having access to Inside Information on a regular basis due to the nature of their role. Designated Officers will be notified in writing of their designation and of the additional obligations that apply to them under this Policy. The register of Designated Officers is maintained by the Company Secretary and is reviewed at least annually.

2.4 Restricted Persons

"Restricted Persons" means all KMP, Designated Officers, and their Associates. Restricted Persons are subject to the pre-clearance requirements and trading restrictions set out in this Policy.

2.5 Securities

"Securities" means any securities of the Company, including but not limited to:

• Ordinary shares;
• Options to acquire shares;
• Performance rights;
• Deferred share rights;
• Convertible notes or other convertible securities;
• Any other equity or debt securities issued by the Company; and
• Any derivatives or financial products the value of which is determined by reference to the price of Company securities.

2.6 Trading

"Trading" or "Dealing" in Securities includes:

• Acquiring or disposing of Securities, whether by purchase, sale, gift, or otherwise;
• Entering into an agreement to acquire or dispose of Securities;
• Granting, accepting, acquiring, disposing of, exercising, or discharging an option or other right or obligation to acquire or dispose of Securities;
• Entering into a derivative arrangement, swap, or other financial product in relation to Securities;
• Using Securities as collateral or security, including under a margin lending arrangement; and
• Procuring, advising, or encouraging another person to do any of the above.

2.7 Associates

"Associates" in relation to a Restricted Person means:

• A spouse, de facto partner, or other immediate family member of the Restricted Person;
• A family company, trust, or self-managed superannuation fund in which the Restricted Person has a controlling interest or for which they act as trustee;
• A company, trust, partnership, or other entity controlled by, or acting in concert with, the Restricted Person; and
• Any other person who holds Securities on behalf of, or at the direction of, the Restricted Person.

Restricted Persons are responsible for ensuring that their Associates comply with this Policy and are deemed to have traded in Securities if their Associates trade in Securities.

2.8 Closed Period

"Closed Period" means a period during which Restricted Persons are prohibited from Trading in Securities, as set out in Section 5 of this Policy. Closed Periods may also be referred to as "Blackout Periods" or "Prohibited Periods."

2.9 Trading Window

"Trading Window" means a period during which Restricted Persons may Trade in Securities, subject to compliance with this Policy and the requirement that they do not possess any Inside Information, as set out in Section 7 of this Policy.

3.1 Who This Policy Applies To

This Policy applies to all persons associated with the Company as follows:

• Full Application: The pre-clearance requirements, trading restrictions, Closed Period provisions, and all other requirements of this Policy apply in full to all Restricted Persons (being KMP, Designated Officers, and their Associates);
• General Application: The prohibition on insider trading contained in Section 4 of this Policy, and the general requirements regarding compliance with law, apply to all directors, officers, employees, contractors, consultants, and any other person who performs work for or on behalf of the Company; and
• Notification Requirements: The ASX notification requirements set out in Section 11 apply to all directors of the Company.

3.2 Associated Persons Coverage

Restricted Persons must ensure that their Associates do not Trade in Securities during a Closed Period or while the Restricted Person is in possession of Inside Information. A Restricted Person will be treated as having traded in Securities if any of their Associates trades in Securities.

Restricted Persons must:

• Inform their Associates of the existence and content of this Policy;
• Ensure that any Trading in Securities by their Associates complies with this Policy;
• Obtain pre-clearance for any Trading in Securities by their Associates in accordance with Section 6 of this Policy; and
• Notify the Company Secretary of any Trading in Securities by their Associates in accordance with Section 11 of this Policy.

3.3 Securities of Other Entities

The insider trading prohibitions contained in the Corporations Act also apply to trading in securities of other companies if the person possesses Inside Information about those companies. Accordingly, all persons to whom this Policy applies must not Trade in securities of any other entity if they possess Inside Information about that entity obtained through their role with the Company.

This includes, without limitation, information obtained about the Company's customers, suppliers, business partners, or parties with whom the Company is negotiating transactions or potential transactions.

4.1 Legal Prohibition

Under section 1043A of the Corporations Act, a person who possesses Inside Information about a body corporate must not:

• Apply for, acquire, or dispose of relevant Division 3 financial products, or enter into an agreement to apply for, acquire, or dispose of relevant Division 3 financial products;
• Procure another person to apply for, acquire, or dispose of relevant Division 3 financial products, or enter into an agreement to apply for, acquire, or dispose of relevant Division 3 financial products; or
• Communicate the Inside Information, or cause the Inside Information to be communicated, to another person if the person knows, or ought reasonably to know, that the other person would or would be likely to use the information for any of the purposes described above.

This prohibition applies regardless of whether the person possessing the Inside Information obtained the information in connection with their role with the Company or otherwise.

4.2 What Constitutes Inside Information

Information is "Inside Information" if it satisfies all of the following criteria:

• Not Generally Available: The information has not been disclosed to the market through an ASX announcement or other means that would make it generally available;
• Materially Price Sensitive: A reasonable person would expect the information, if it were generally available, to have a material effect on the price or value of the Company's securities. This includes information that would, or would be likely to, influence persons who commonly invest in securities in deciding whether to acquire or dispose of those securities.

Examples of information that is likely to be Inside Information include:

• Unpublished financial results, forecasts, or projections;
• Possible mergers, acquisitions, disposals, or joint ventures;
• Material contract wins, losses, or variations;
• Proposed capital raisings, share buybacks, or changes in capital structure;
• Proposed dividend declarations or changes in dividend policy;
• Changes to senior management or the Board;
• Material litigation, regulatory investigations, or legal proceedings;
• Significant changes in business strategy or operations;
• Material cybersecurity incidents or data breaches; and
• Any other information that could reasonably be expected to materially affect the share price.

4.3 Absolute Prohibition

The prohibition on insider trading is absolute. It applies at all times, not just during Closed Periods. No person may Trade in Securities, or procure another person to Trade in Securities, if they possess Inside Information, regardless of whether they are in a Trading Window or have received pre-clearance to trade.

If you are uncertain whether information you possess constitutes Inside Information, you must seek guidance from the Company Secretary before Trading in Securities. If in doubt, do not trade.

5.1 Overview

In addition to the absolute prohibition on trading while in possession of Inside Information, Restricted Persons are prohibited from Trading in Securities during Closed Periods. The purpose of Closed Periods is to avoid even the appearance of improper conduct by restricting trading during periods when Restricted Persons are likely to be in possession of Inside Information.

5.2 Fixed Closed Periods

Restricted Persons must not Trade in Securities during the following Fixed Closed Periods:

• Full Year Results Period: The period commencing on 1 July each year (or the first day of the financial year if different) and ending at the close of trading on the trading day following the release of the Company's full year results to ASX;
• Half Year Results Period: The period commencing on 1 January each year (or the first day of the half year if different) and ending at the close of trading on the trading day following the release of the Company's half year results to ASX; and
• Quarterly Results Period (if applicable): If the Company provides quarterly financial updates to ASX, the period commencing on the first day of each quarter and ending at the close of trading on the trading day following the release of the quarterly update to ASX.

5.3 Ad Hoc Closed Periods

The Board, the Chair, or the Company Secretary may at any time declare an additional Closed Period if they consider that there exists Inside Information that has not been disclosed to the market, or if circumstances otherwise warrant the imposition of trading restrictions. Examples of circumstances that may give rise to an Ad Hoc Closed Period include:

• Pending material announcements (such as acquisitions, disposals, or capital raisings);
• Material litigation or regulatory investigations;
• Price-sensitive contract negotiations;
• Material cybersecurity incidents; and
• Any other circumstances that may give rise to Inside Information.

Ad Hoc Closed Periods will be communicated to affected persons by the Company Secretary and will remain in effect until lifted by the Board, the Chair, or the Company Secretary.

5.4 Notification of Closed Periods

The Company Secretary will:

• Maintain a calendar of Fixed Closed Periods and provide reminders to Restricted Persons prior to the commencement of each Fixed Closed Period;
• Notify all affected Restricted Persons promptly upon the declaration of an Ad Hoc Closed Period;
• Notify all affected Restricted Persons when a Closed Period has ended and trading may resume (subject to pre-clearance requirements); and
• Maintain records of all Closed Period notifications.

5.5 Exceptional Circumstances

In exceptional circumstances, a Restricted Person may be permitted to Trade in Securities during a Closed Period if:

• The person does not possess any Inside Information;
• The person is in severe financial hardship or there are other exceptional circumstances; and
• The Chair (or in the case of the Chair, the Board) has given prior written approval.

"Severe financial hardship" means a pressing financial commitment that cannot be satisfied otherwise than by selling Securities. The determination of whether a person is in severe financial hardship will be made by the Chair (or the Board, in the case of the Chair) and may require the provision of evidence of the financial hardship.

"Exceptional circumstances" means circumstances that are, in the opinion of the Chair (or the Board), exceptional and warrant the granting of approval to trade during a Closed Period. Examples may include, but are not limited to, a court order requiring the disposal of Securities, or the death or serious illness of a family member.

6.1 Who Must Obtain Pre-Clearance

All Restricted Persons (being KMP, Designated Officers, and their Associates) must obtain written pre-clearance before Trading in Securities. This requirement applies regardless of whether trading is proposed to occur during a Trading Window or outside a Closed Period.

6.2 Clearance Process

The pre-clearance process is as follows:

• Step 1: Application: The Restricted Person must submit a written request for clearance to the Company Secretary using the prescribed form. The request must specify the nature and size of the proposed transaction, the proposed timing, and must include a declaration that the person does not possess any Inside Information;
• Step 2: Assessment: The relevant Clearance Officer (as set out in Section 6.3) will assess the request and determine whether clearance should be granted. The Clearance Officer may make inquiries and request additional information as part of this assessment;
• Step 3: Notification: The Clearance Officer will notify the Restricted Person in writing of the decision. If clearance is granted, the notification will specify the period during which the clearance is valid; and
• Step 4: Execution: The Restricted Person may proceed with the transaction within the specified clearance period, provided they continue to not possess any Inside Information at the time of the transaction.

6.3 Approval Authority

Pre-clearance requests must be submitted to, and will be determined by, the following Clearance Officers:

• For Directors: The Chair (or, in the case of the Chair, the Chair of the Audit and Risk Committee or another independent non-executive director);
• For the Chief Executive Officer: The Chair;
• For KMP (other than directors and the CEO): The Chief Executive Officer or the Company Secretary; and
• For Designated Officers: The Company Secretary or delegated representative.

6.4 Clearance Period

Pre-clearance, if granted, will be valid for a period of five (5) trading days from the date of approval, unless a shorter period is specified. If the transaction is not completed within the clearance period, a new pre-clearance request must be submitted.

Clearance will automatically lapse and become invalid if:

• A Closed Period commences before the transaction is completed;
• The Restricted Person becomes aware of Inside Information before the transaction is completed; or
• The Company Secretary or relevant Clearance Officer withdraws the clearance.

6.5 Documentation Requirements

All pre-clearance requests and approvals must be in writing (which may be by email) and must contain the following information:

• Name of the Restricted Person (and, if applicable, the relevant Associate);
• Nature of the proposed transaction (acquisition, disposal, exercise of options, etc.);
• Number and type of Securities involved;
• Proposed timing of the transaction;
• Declaration that the Restricted Person does not possess any Inside Information; and
• Acknowledgement that the Restricted Person has read and understood this Policy.

The Company Secretary will maintain records of all pre-clearance requests and approvals for a minimum of seven (7) years.

6.6 Refusal of Clearance

The Clearance Officer may refuse a pre-clearance request without providing reasons. A Restricted Person must not Trade in Securities if clearance has been refused. A refusal of clearance does not necessarily mean that the Restricted Person possesses Inside Information, and a refusal should be kept confidential by the Restricted Person.

7.1 When Trading Is Permitted

Subject to compliance with this Policy, Restricted Persons may Trade in Securities during the following Trading Windows:

• The period commencing at the close of trading on the trading day following the release of the Company's full year results to ASX and ending on 30 June (or the last day of the financial year);
• The period commencing at the close of trading on the trading day following the release of the Company's half year results to ASX and ending on 31 December (or the last day of the half year); and
• Such other periods as may be specified by the Board or the Company Secretary.

7.2 Conditions for Trading

Trading during a Trading Window is only permitted if:

• The Restricted Person does not possess any Inside Information;
• No Ad Hoc Closed Period is in effect;
• Pre-clearance has been obtained in accordance with Section 6 of this Policy;
• The clearance remains valid and has not lapsed or been withdrawn; and
• All other requirements of this Policy are satisfied.

7.3 Reminder

Even during a Trading Window, Trading is only permitted if the Restricted Person does not possess any Inside Information. The existence of a Trading Window does not override the prohibition on insider trading. If a Restricted Person is in doubt about whether they possess Inside Information, they must seek guidance from the Company Secretary before Trading.

8.1 Overview

Certain transactions are excluded from the trading restrictions in this Policy (but remain subject to the prohibition on insider trading under the Corporations Act). The following are not considered "Trading" for the purposes of the Closed Period restrictions and pre-clearance requirements:

8.2 Dividend Reinvestment Plans

Acquisition of Securities under a dividend reinvestment plan, where the election to participate in the plan was made prior to the commencement of the relevant Closed Period and the timing and terms of the acquisition are determined by the rules of the plan and not at the discretion of the Restricted Person.

8.3 Rights Issues and Other Pro-Rata Entitlements

Acquisition of Securities under a pro-rata entitlement offer (such as a rights issue, share purchase plan, or bonus issue) made available to all or most shareholders, where the Restricted Person takes up their full entitlement and does not sell any rights or acquire additional Securities beyond their entitlement.

8.4 Employee Share Schemes

The following transactions under Company-approved employee share or incentive schemes are excluded from the Closed Period restrictions:

• The grant or vesting of Securities under an employee share scheme (but not the subsequent sale of those Securities);
• The exercise of options or performance rights where the final date for exercise falls during a Closed Period and the Securities acquired on exercise are not sold during the Closed Period; and
• Regular contributions to an employee share acquisition plan where the timing and terms of the acquisition are determined by the rules of the plan.

8.5 Financial Hardship

Trading during a Closed Period may be permitted in cases of severe financial hardship, as described in Section 5.5 of this Policy, provided that:

• The Restricted Person does not possess any Inside Information;
• Prior written approval has been obtained from the Chair (or, in the case of the Chair, from the Board); and
• Evidence of the financial hardship has been provided to the satisfaction of the approving party.

8.6 Takeover Acceptances

Disposal of Securities pursuant to acceptance of a bona fide takeover offer for all of the issued capital of the Company or a scheme of arrangement under Part 5.1 of the Corporations Act, where the person does not possess Inside Information that is not available to the bidder.

8.7 Court Orders

Disposal of Securities pursuant to a court order or court-approved process, or to satisfy a legal obligation that arose before the relevant Closed Period commenced.

8.8 Transfers to Related Parties

Transfers of Securities between a Restricted Person and their Associates (such as transfers to or from a family trust or superannuation fund) where the beneficial ownership of the Securities does not change. Such transfers still require notification to the Company Secretary.

9.1 Margin Lending Restrictions

Restricted Persons are discouraged from entering into margin lending arrangements in respect of Securities due to the risk that margin calls may trigger forced sales during Closed Periods or when the Restricted Person possesses Inside Information.

If a Restricted Person enters into, or has an existing, margin lending arrangement in respect of Securities, they must:

• Notify the Company Secretary in writing of the existence of the margin lending arrangement;
• Take reasonable steps to ensure that the margin lender will not dispose of Securities during a Closed Period or when the Restricted Person possesses Inside Information, including by maintaining adequate collateral or buffer levels;
• Notify the Company Secretary immediately if the margin lender indicates an intention to exercise rights to dispose of Securities; and
• Obtain pre-clearance for any voluntary increase in the margin lending facility or pledging of additional Securities as collateral.

9.2 Prohibition on Hedging Unvested Securities

In accordance with ASX Listing Rule 12.10.3, KMP are prohibited from entering into any transaction or arrangement that operates or is intended to operate to limit the economic risk of any unvested entitlements to Securities granted as part of their remuneration.

This prohibition includes, but is not limited to:

• Entering into put options, equity swaps, or other derivative arrangements in respect of unvested Securities;
• Entering into contracts for difference or other financial products that reference the price of unvested Securities;
• Pledging unvested Securities as collateral for a loan or other financial arrangement; and
• Any other arrangement that has the effect of limiting the economic exposure to unvested Securities.

Breach of this prohibition may result in forfeiture of the unvested Securities and disciplinary action.

9.3 Hedging of Vested Securities

KMP and other Restricted Persons are discouraged from entering into hedging arrangements in respect of vested Securities, as such arrangements may reduce alignment between the interests of the Restricted Person and shareholders. Any hedging arrangement in respect of vested Securities requires prior approval from the Chair (or, in the case of the Chair, the Board) and is subject to the pre-clearance requirements in Section 6 of this Policy.

10.1 Thirty-Day Holding Rule

To demonstrate that Restricted Persons are investing in Company Securities for the long term and not for short-term speculative gain, Restricted Persons must not dispose of Securities within thirty (30) days of acquiring them (the "Minimum Holding Period").

This requirement applies to all acquisitions of Securities, including:

• On-market purchases;
• Off-market acquisitions;
• Securities acquired on the exercise of options or performance rights; and
• Securities acquired under employee share schemes (from the date of vesting or exercise).

10.2 Anti-Speculation Provisions

Restricted Persons must not engage in speculative trading in Company Securities. Speculative trading includes:

• Day trading or other short-term trading strategies;
• Trading designed to profit from expected short-term price movements;
• Frequent buying and selling of Securities; and
• Short selling of Company Securities (which is prohibited in all circumstances).

10.3 Exceptions

The Minimum Holding Period does not apply to disposals of Securities in exceptional circumstances, such as in response to a takeover offer or scheme of arrangement, or where the Chair (or the Board, in the case of the Chair) has granted approval due to severe financial hardship or other exceptional circumstances.

11.1 ASX Notification Requirements (Appendix 3Y)

Under ASX Listing Rules 3.19A and 3.19B, the Company must notify ASX of changes in directors' interests in Securities by lodging an Appendix 3Y (Change of Director's Interest Notice) within five (5) business days of the change occurring.

To enable the Company to comply with these requirements, all directors must notify the Company Secretary in writing within two (2) business days of any change in their interests in Securities (including interests held by their Associates). The notification must include:

• The date of the transaction;
• The nature of the transaction (acquisition, disposal, grant, exercise, etc.);
• The number and class of Securities involved;
• The consideration paid or received (if any);
• The name of the registered holder (if different from the director); and
• The director's total interest in Securities following the transaction.

11.2 Internal Notification Requirements

All Restricted Persons (including non-director KMP and Designated Officers) must notify the Company Secretary in writing within two (2) business days of any Trading in Securities by themselves or their Associates. This notification is required for all transactions, regardless of whether the transaction was subject to pre-clearance requirements.

The notification must include:

• The details set out in Section 11.1 above; and
• Confirmation that the transaction was conducted in accordance with this Policy.

11.3 Initial Disclosure

All Restricted Persons must disclose to the Company Secretary their interests in Securities (including interests held by their Associates) within five (5) business days of:

• Becoming a Restricted Person (in the case of new appointments); or
• The adoption of this Policy (in the case of existing Restricted Persons).

11.4 Annual Confirmation

All Restricted Persons must provide an annual confirmation of their interests in Securities (including interests held by their Associates) to the Company Secretary as at 30 June each year, or at such other times as requested by the Company Secretary. This confirmation must be provided within ten (10) business days of the request.

12.1 Documentation Requirements

The Company Secretary is responsible for maintaining complete and accurate records in relation to this Policy, including:

• A register of all Restricted Persons, including KMP, Designated Officers, and their notified Associates;
• Copies of all pre-clearance requests and approval or refusal notifications;
• Records of all Closed Period notifications (both Fixed and Ad Hoc);
• Trading notifications received from Restricted Persons;
• Appendix 3Y lodgments and supporting documentation;
• Annual confirmations of interests in Securities;
• Records of any exceptional circumstances approvals granted under Section 5.5;
• Margin lending notifications; and
• Records of any breaches of this Policy and actions taken.

12.2 Retention Periods

All records relating to this Policy must be retained for a minimum period of seven (7) years from the date of creation, or such longer period as may be required by law or regulation.

Records must be stored securely and in a manner that preserves their integrity and confidentiality. Electronic records are acceptable provided they are maintained in a format that is accessible and can be produced in legible form if required.

12.3 Access to Records

Access to records maintained under this Policy is restricted to the Company Secretary, the Chair, and such other persons as may be authorised by the Board from time to time. Records may be provided to regulators, legal advisers, and auditors as required for compliance and audit purposes.

13.1 Obligation to Report Breaches

Any person who becomes aware of a breach or suspected breach of this Policy must report it immediately to the Company Secretary. Reports may be made on a confidential basis, and reporters will be protected in accordance with the Company's Whistleblower Policy.

13.2 Investigation of Breaches

All reported or suspected breaches of this Policy will be investigated by the Company Secretary, or by such other person as the Board may appoint for that purpose. The investigation will be conducted in a fair and impartial manner, and the person subject to the investigation will be given an opportunity to respond to the allegations before any findings are made.

13.3 Internal Disciplinary Action

A breach of this Policy is a serious matter and may result in disciplinary action, including any or all of the following:

• Counselling and formal written warning;
• Removal from participation in employee incentive schemes;
• Forfeiture of unvested Securities or incentive entitlements;
• Reduction in remuneration or withholding of bonuses;
• Demotion or transfer to another position;
• Termination of employment or engagement; and
• In the case of directors, recommendation to shareholders for removal from office.

The nature and extent of disciplinary action will be determined by the Board (in the case of KMP) or the Chief Executive Officer (in the case of other personnel), having regard to the nature and seriousness of the breach, any prior breaches, and other relevant circumstances.

13.4 Criminal Prosecution Referral

Where a breach of this Policy involves a suspected contravention of the insider trading provisions of the Corporations Act or other applicable laws, the Company may refer the matter to the Australian Securities and Investments Commission (ASIC) or other relevant regulatory authorities for investigation and possible prosecution.

The Company will cooperate fully with any regulatory investigation into suspected insider trading or market misconduct.

13.5 Civil Liability

In addition to the criminal and civil penalties that may be imposed by a court for contravention of the insider trading provisions of the Corporations Act (as set out in Section 4.2 of this Policy), a person who breaches those provisions may be liable to compensate any person who has suffered loss or damage as a result of the contravention.

The Company reserves the right to pursue any legal remedies available to it against a person who breaches this Policy, including recovery of any loss, damage, or costs suffered by the Company as a result of the breach.

14.1 Policy Owner

The Company Secretary is the owner of this Policy and is responsible for:

• Administering this Policy on a day-to-day basis;
• Providing guidance and training to Restricted Persons on the requirements of this Policy;
• Ensuring that all Restricted Persons receive a copy of this Policy and acknowledge their understanding of and agreement to comply with it;
• Processing pre-clearance requests in accordance with Section 6;
• Managing Closed Period notifications;
• Maintaining records as required by Section 12;
• Lodging Appendix 3Y notifications with ASX;
• Monitoring compliance with this Policy and reporting to the Board on compliance matters; and
• Reviewing this Policy periodically and recommending amendments to the Board.

14.2 Review Cycle

This Policy will be reviewed by the Board at least annually, and more frequently if required due to changes in:

• Applicable laws or regulations, including the Corporations Act and ASX Listing Rules;
• ASX Corporate Governance Council Principles and Recommendations;
• Industry best practice or regulatory guidance;
• The Company's business, structure, or operations; or
• Any other circumstances that warrant a review.

14.3 Amendment Process

This Policy may only be amended with the approval of the Board. Any proposed amendments will be reviewed by the Company Secretary and, where appropriate, by external legal counsel to ensure ongoing compliance with applicable laws and regulations.

All Restricted Persons will be notified of any amendments to this Policy and will be required to acknowledge their understanding of the amended Policy.

14.4 Disclosure

In accordance with ASX Listing Rule 12.12 and ASX Corporate Governance Council Recommendation 8.3, this Policy (or a summary of it) is available on the Company's website at www.orisium.com/investors/governance.

14.5 Questions and Further Information

Any questions regarding this Policy, or requests for further information, should be directed to the Company Secretary. Contact details are available on the Company's website.