Securities Trading Policy Update

SECURITIES TRADING POLICY

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SECURITIES TRADING POLICY
25 February 2019

1. INTRODUCTION
1.1 Securities of the Company are listed on NZX.
1.2 This policy outlines:
(a) when Key Management Personnel (KMP) and other Employees may deal in Company
Securities;
(b) procedures to reduce the risk of insider trading and the appearance of insider trading.
Key Management Personnel includes the directors, the company secretary, and personnel or
consultants employed by the company who have a significant influence in the management of
the Company. This includes in relation to a director, the company secretary or consultant that
person’s spouse or child or a company the person controls. See also Schedule 1 – Defined
Terms.
1.3 This Securities Trading Policy has been prepared to address the requirements of the NZX Listing
Rules which requires the Company to provide a framework to KMP and Employees when
Dealing in Securities of the Company. The Securities Trading Policy has been prepared taking
into consideration the following:
(a) obligations under the Companies Act 1993 not to Deal in Company Securities whilst in
possession of Inside Information;
(b) rights of shareholders under the Constitution of the Company to freely trade their shares;
and
(c) contractual and statutory rights embedded in the Securities.
2. BREACH OF POLICY
2.1 A breach of this Policy by an Employee (even if the Employee is not a KMP) is serious and may
lead to disciplinary action, including dismissal in serious cases. It may also be a breach of the
law.
2.2 Insider trading is a serious matter which is a criminal offence. It is punishable by substantial
fines or imprisonment or both.
2.3 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.
3. WHEN EMPLOYEES MAY DEAL
An Employee (who is not a KMP) may Deal in Company Securities if he or she does not have
information that he or she knows, or ought reasonably to know, is Inside Information in relation
to Company Securities.

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4. WHEN EMPLOYEES MAY NOT DEAL
An Employee who is not a KMP may not Deal or procure another person to Deal in Company
Securities if he or she has information that he or she knows, or ought reasonably to know, is
Inside Information in relation to Company Securities.
5. WHEN A KMP MAY DEAL
Subject to the requirements of this Policy (including the required prior approvals and restrictions
during Closed Periods), a KMP may Deal in Company Securities if he or she does not have
information that he or she knows, or ought reasonably to know, is Inside Information in relation
Company Securities.
6. WHEN A KMP MAY NOT DEAL IN COMPANY SECURITIES
6.1 Subject to Clauses 7 and 8 of this Policy, a KMP may not Deal or procure another person to
Deal in Company Securities:
(a) if he or she has information that he or she knows, or ought reasonably to know, is Inside
Information in relation to Company Securities;
(b) during a Closed Period;
(c) if he or she has information that he or she knows, or ought reasonably to know, has not
been announced to the market under NZX listing rules in relation to Company Securities.
6.2 KMP are prohibited at all times from Dealing in financial products issued or created over or in
respect of the Company's Securities. For the avoidance of doubt this clause does not apply to
an option over unissued capital granted by the Company.
6.3 KMP are prohibited at all times from entering into margin lending or similar arrangements in
respect to Company Securities they hold or in which they have a Relevant Interest.
7. EXCLUDED TRADING
This Policy does not prohibit Dealing in the Company’s Securities during a Closed Period as
outlined in Schedule 2.
8. EXCEPTIONAL CIRCUMSTANCES
8.1 The Chairman may give clearance during a Closed Period for a KMP to sell (but not buy)
Company Securities in Exceptional Circumstances.
8.2 The Chairman may not give clearance under the exception in clause 8.1 if there is a matter
about which there is Inside Information in relation to Company Securities (whether or not the
KMP knows about the matter) when the KMP requests clearance or proposes to Deal in
Company Securities. This prohibition is subject to any lawful obligation to the contrary (for
example, for an order of a court).
8.3 The KMP seeking clearance to Deal in the Securities must outline in writing to the Chairman the
circumstances of their severe financial hardship or as to why their circumstances are otherwise
exceptional and that the proposed Dealing in the Securities is the only reasonable course of
action available.
8.4 The Chairman will decide if the Exceptional Circumstances exist.
8.5 A list of matters that may constitute Exceptional Circumstances is contained in Schedule 3.

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9. CLEARANCE FROM THE CHAIRMAN
9.1 At least 2 Business Days prior to when a KMP intends to Deal in Company Securities, the KMP
must first inform the Chairman (and at the same time the Company Secretary) by submitting a
completed Securities Trading Request Form (See Schedule 6). If the KMP is not able to email
a scanned copy of the Securities Trading Request Form, then the KMP may send an email with
the same information in it to the Chairman.
9.2 The Chairman must approve or reject the Securities Trading Request as soon as practicable
(generally within 2 Business Days). The KMP must not Deal in Company Securities until it has
received the clearance from the Chairman.
9.3 The Chairman may not give clearance if:
(a) there is a matter about which there is or may be Inside Information in relation to Company
Securities (whether or not the KMP knows about the matter) when the KMP requests
clearance or proposes to deal in Company
Securities;
(b) the Securities Trading Request form is lodged during a Closed Period;

(c) the proposed Dealing is during a Closed Period; or
(d) the Chairman has any other reason to believe that the proposed Dealing breaches this
Policy.
9.4 In making a determination under 9.3(a) about the existence of Inside Information the Chairman
should exercise caution and refuse the clearance if there is any possibility that Inside Information
may exist.
9.5 Irrespective of any clearances given under this Policy, the Employee or KMP is not to Deal with
Company Securities whilst in possession of Inside Information.
9.6 The Chairman must:
(a) keep a written record of:
(i) any information received from a KMP in connection with this Policy; and
(ii) any clearance given under this policy, including the duration for which the
clearance applies; and
(b) send a copy of the written record to the Company Secretary for keeping.
9.7 The Company Secretary must keep a file of any written record referred to in clauses 9.1 and
9.6.
9.8 For the purposes of this policy, written requests and clearances may include facsimiles and
emails and are valid for a period the earlier of:
(a) 5 Business Days;
(b) the Business Day before the Company enters a Closed Period; and
(c) the time that the KMP comes into possession of Inside Information.
9.9 In the event of trading by the Chairman, approval needs to be given by the Chairman of the
audit committee.

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10. DEALINGS IN WHICH A KMP HAS A RELEVANT INTEREST
A KMP must prohibit any Dealing in the Company Securities in which the KMP has a Relevant
Interest while the KMP is in possession of Inside Information.
11. COMMUNICATING INSIDE INFORMATION
11.1 If an Employee (including a KMP) has information that he or she knows, or ought reasonably to
know, is Inside Information in relation to Company Securities, 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
(b) procure another person to Deal in Company Securities.
11.2 Unless otherwise authorised, an Employee must not inform colleagues (except the Chairman)
about Inside Information or its details.
12. NOTIFICATION OF TRADES IN COMPANY SECURITIES
KMP must notify the Company Secretary of any Dealings in the Company's securities with two
business days of such Deal occurring. Initial, ongoing and final notifications will be required
which must include the details set out in Schedule 4 to this Securities Trading Policy.
13. SPECULATIVE DEALING
A KMP may not deal in Company Securities on considerations of a short term nature.
14. DISTRIBUTION OF POLICY
This policy must be distributed to all KMPs and Employees.
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 Company Securities, should contact the
Company Secretary.

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Schedule 1 – Defined Terms
In this policy:
NZX means NZX Limited and where the context permits, the New Zealand Stock Exchange
operated by NZX Limited.
Business Day means any day of the week other than a Saturday, Sunday or Public Holiday.
Closed Period means:
(a) during the 10 Business Day period prior to the expected release of, and two hours after
the actual release of, announcements regarding:
(i) material information relating to results and any processing results;
(ii) sales and production figures;
(iii) profit forecasts;
(iv) material borrowings or material changes to terms of existing borrowings;
(v) material changes to liquidity and material cash flow information;
(vi) significant changes in operations;
(vii) significant litigation;
(viii) significant mergers, joint ventures, acquisitions, restructures, or takeovers;
(ix) major asset purchases or sales; and
(x) capital raisings by the Company (except participation by a KMP in the capital
raising itself).
(b) during the 10 Business Day period prior to the expected release of, and two hours after
the actual release of, the following:
(i) quarterly activity reports, quarterly cash flow statements, half year financial
results, and full year financial results;
(ii) a disclosure document for the offer of Securities in the Company containing
Inside Information or information that has not been announced to the market
under NZX Listing Rules;
(iii) a target statement for a takeover offer for Securities in the Company;
(iv) a bidder's statement for the issue of Securities in the Company; or
(v) a scheme booklet for a merger by way of a scheme of arrangement involving the
Securities of the Company.
Company means TruScreen Limited.
Company Securities means all Securities in the Company (including financial products issued
or created over or in respect of the Company's Securities).
Companies Act means the Companies Act 1993.

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Deal includes acquiring, disposing of, subscribing for, and Dealing has a corresponding
meaning. A decision to join, or subscribe for shares under, any dividend reinvestment plan is
not dealing in Company Securities.
Director means a director of the Company.
Employee means any employee or consultant of the Company.
Exceptional Circumstance has the meaning outlined in Schedule 3.
Generally available information is information that is:
(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 (a) or (b).
Group means the Company and each of its controlled entities.
Inside Information means information that is not generally available and if it were generally
available, a reasonable person would expect it to have a Material Effect on the price or value of
the Company's Securities. For the purposes of this Policy, Inside Information generally includes,
but is not limited to the following (prior to it being generally available):
(a) material information relating to results;
(b) sales figures;
(c) profit forecasts;
(d) material borrowings or material changes to terms of existing borrowings;
(e) material changes to liquidity and material cash flow information;
(f) significant changes in operations;
(g) significant litigation;
(h) impending mergers, joint ventures, acquisitions, restructures, takeovers; and
(i) major asset purchases or sales.
Insider Trading in relation to this Policy means if a person has information about securities and
the person knows, or ought reasonably to know, that the information is Inside Information, the
person is prohibited from:
(a) Dealing in the securities;
(b) procuring another person to Deal in the securities; or
(c) giving the information to another person who the person knows, or ought reasonably to
know, is likely to:
(i) Deal in the securities; or

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(ii) procure someone else to Deal in the securities.
Key Management Personnel or KMP means 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), chief executive officer, chief financial officer or
company secretary of that entity.
For the purposes of this Policy, information is taken to be Material or will have a Material Effect
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 the Company's Securities.
Relevant Interest A person has a Relevant Interest in securities if they:
(a) are the holder of the securities; or
(b) have power to exercise, or control the exercise of, a right to vote attached to the
securities; or
(c) have power to dispose of, or control the exercise of a power to dispose of, the securities.
Security includes shares, debentures, rights, options, employee options, prescribed interests
and warrants and Securities has a corresponding meaning.
Transaction Entity means an entity which the Company has business dealings which is listed
on the NZX or any other financial market.

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Schedule 2 – Exclusions From The Securities Trading Policy
Dealing excluded from the operation of Policy includes:
(a) transfers of Securities already held into a superannuation fund or other saving
scheme in which the KMP is a beneficiary;
(b) transfers of Securities where there is no change in beneficial ownership;
(c) an investment in, or trading in units of, a fund or other scheme (other than a
scheme only investing in the securities of the entity) where the assets of the
fund or other scheme are invested at the discretion of a third party;
(d) where a KMP is a trustee, trading in Securities by that trust provided the KMP
is not a beneficiary of the trust and any decision to trade during a Closed Period
is taken by the other trustees or by the investment managers independently of
the KMP;
(e) undertakings to accept, or acceptance of, a takeover offer;
(f) trading 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;
(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;
(h) trading under a non-discretionary trading plan for which prior written clearance
has been provided in accordance with procedures set out in the trading policy
(including a plan whereby the Company or an agent sells Securities on behalf
of KMP to meet any taxation consequences arising from the conversion of
rights or exercise of options held by KMP) and where:
a) the KMP did not enter into the plan or amend the plan during a Closed
Period;
b) the trading plan does not permit the KMP to exercise any influence or
discretion over how, when, or whether to trade; and
c) the entity's trading policy does not allow for the cancellation of a trading
plan during a Closed Period other than in exceptional circumstances;
and
(i) the issue or grant of Company Securities by the Company to a KMP where
shareholder approval for the issue of the Company Securities has been
obtained and if Inside Information exists both the Company and KMP are fully
aware of the Inside Information.

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Schedule 3 – Exceptional Circumstances
For the purposes of this Policy, Exceptional Circumstances include:
(a) severe financial hardship whereby the Employee has a pressing financial
commitment that cannot be satisfied otherwise than by selling the relevant
Securities.
For example, a tax liability of an Employee would not normally constitute
severe financial hardship unless the person has no other means of satisfying
the liability. A tax liability relating to Securities received under an employee
incentive scheme would also not normally constitute severe financial hardship
or otherwise be considered an Exceptional Circumstance.
(b) The Employee is required by a court order, or there are court enforceable
undertakings, for example, in a bona fide family settlement, to transfer or sell
the securities of the entity or there is some other overriding legal or regulatory
requirement for him or her to do so.
(c) An unforseen circumstance that is considered by the Board to be consistent
with the objectives of this Policy.

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Schedule 4 – Notification Requirements
Initial disclosure
1. The KMP will provide the following information as at the date of appointment.
(a) details of all Company Securities registered in the KMP's name. These details
include the number and class of the Company Securities;
(b) details of all Company Securities not registered in the KMP's name but in which
the KMP has a Relevant Interest. These details include the number and class
of the Company Securities, the name of the registered holder and the
circumstances giving rise to the Relevant Interest; and
(c) details of all contracts (other than contracts to which the Company is a party)
to which the KMP is a party or under which the KMP is entitled to a benefit,
and that confer a right to call for or deliver shares in, debentures of, or interests
in a managed investment scheme made available by, the Company or a related
body corporate. These details include the number and class of shares,
debentures or interests, the name of the registered holder if the shares,
debentures or interests have been issued and the nature of the KMP's interest
under contract.
2. The KMP will provide the required information as soon as reasonably possible after
the date of appointment and in any event not later than two Business Days after the
date KMP’s date of appointment.
Ongoing disclosure
3. The KMP will provide the following information.
(a) details of changes in Company Securities registered in the KMP's name other
than changes occurring as a result of corporate actions by the Company.
These details include the date of the change, the number and class of the
Company Securities held before and after the change, and the nature of the
change, for example on-market transfer. The KMP will also provide details of
the consideration payable in connection with the change, or if a market
consideration is not payable, the value of the Company Securities the subject
of the change;
(b) details of changes in Company Securities not registered in the KMP's name
but in which the KMP has a Relevant Interest. These details shall include the
date of the change, the number and class of the Company Securities held
before and after the change, the name of the registered holder before and after
the change, and the circumstances giving rise to the Relevant Interest. The
KMP will also provide details of the consideration payable in connection with
the change, or if a market consideration is not payable, the value of the
Company Securities the subject of the change; and
(c) details of all changes to contracts (other than contracts to which the Company
is a party) to which the KMP is a party or under which the KMP is entitled to a
benefit, and that confer a right to call for or deliver shares in, debentures of, or
interests in a managed investment scheme made available by, the Company

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or a related body corporate. These details include the date of the change, the
number and class of the shares, debentures or interests to which the interest
relates before and after the change, the name of the registered holder if the
shares, debentures or interests have been issued, and the nature of the KMP's
interests under the contract.
4. The KMP will provide the required information as soon as reasonably possible after
the date of the change and in any event no later than two Business Days after the
date of the change.
Final disclosure
5. The KMP will provide the following information as at the date of ceasing to be a
KMP.
(a) details of all Company Securities registered in the KMP's name. These details
include the number and class of the Securities;
(b) details of all Company Securities not registered in the KMP's name but in which
the KMP has a Relevant Interest. These details include the number and class
of the Company Securities, the name of the registered holder and the
circumstances giving rise to the Relevant Interest; and
(c) details of all contracts (other than contracts to which the Company is a party)
to which the KMP is a party or under which the KMP is entitled to a benefit,
and that confer a right to call for or delivery shares in, debentures of, or
interests in a managed investment scheme made available by, the Company
or a related body corporate. These details include the number and class of the
shares, debentures or interests, the name of the registered holder if the shares
debentures or interests have been issued and the nature of the interest under
the contract.
6. The KMP will provide the required information as soon as reasonably possible after
the date of ceasing to be a KMP and in any event no later than two Business Days
after the date of ceasing to be a KMP.

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Schedule 5 - Form of Acknowledgement by Employee

(a) I have read and understood the document titled "Securities Trading Policy" of
the Group (the Securities Trading Policy).
(b) I agree to be bound by, and to comply with, the Securities Trading Policy.
(c) I acknowledge and agree that the Securities Trading Policy forms part of the
terms of my appointment as an employee/director/consultant of the Group.



Signature: ..............................................................................


Name: ....................................................................................


Date: .......................................................................................

To be returned to the Company Secretary on completion.

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Schedule 6 - Securities Trading Request
In accordance with the Securities Trading Policy of the Company, before dealing in any Company
Securities you are required to obtain clearance.
Please forward this request to Chairman¹ by email to tonyho@truscreen.com
Name: __________________________________
Position: __________________________________
Location: __________________________________
Telephone: __________________________________
Facsimile: __________________________________
I request permission to trade the following Securities which are currently held / proposed to be held by
myself personally and/or other parties with whom I have a Relevant Interest as follows:

Registered Name of Security Holder Type of
Company
Security
Number of
Company
Securities
Buy/Sell


I confirm that:
a. it is not a Closed Period;
b. I am not in possession of Inside Information;
c. I will not deal in the above Company Securities until I am notified that clearance is approved;
and
d. I may be refused permission to deal without explanation.
Signed: __________________________________ Date: _______________________
This form is valid for a period of 5 Business Days from the date of approval. After this time, clearance
will lapse and a further request will need to be completed. This form will be returned to you with the
period of validation completed if approval has been granted.
________________________________________________________________________
For completion by the Chairman:
Approval for the above dealing bas been cleared for a period of 5 Business Days / refused (Chairman
to delete one).

Signed: __________________________________ Date: _______________________

Name of Chairman: _______________________________________________

¹In the event of trading by the Chairman the request should be addressed to the Chairman of the audit
committee