Securities Dealing Policy

22 October 2025






The Manager
ASX Market Announcements
Australian Securities Exchange
Exchange Centre
Level 4
20 Bridge Street
Sydney NSW 2000


Electronic Lodgement


Australian Foundation Investment Company
Securities Dealing Policy



Dear Sir / Madam,

In accordance with ASX Listing Rule 12.10, please find attached an updated version
of the Company’s Securities Dealing Policy, effective from today.





Yours faithfully


Matthew Rowe
Company Secretary

Authorised by the Board of Australian Foundation Investment Company Limited

Reviewed: October 2025

Securities Dealing Policy


1. Application of the policy

1.1 This policy principally applies to private dealings in the Company’s securities by Key
Management Personnel (KMP) and any Closely Connected Persons and Entities.

1.2 For the purposes of this policy, KMP comprise:
• Non-Executive Directors of the Company; and
• Senior Executives of the Company (including the Managing Director (MD)), as determined
by the Board from time to time.

1.3 For the purpose of this policy Closely Connected Persons and Entities includes:
• family members whose financial affairs are controlled by the KMP; or
• companies, trusts and entities controlled by the KMP.

1.4 KMP must use all reasonable endeavours to ensure that, if they have a reportable interest in
the Company’s securities as defined by the ASX Listing Rules and Corporations Act due to a
relationship with a third party, that third party complies with this policy as if it were a KMP.


2. Prohibitions on dealing in the Company’s securities

2.1 KMP must not deal in the Company’s securities when they possess information which, if
disclosed, might have a material effect on the market price of the Company’s securities (inside
information). This is an absolute prohibition and any such dealing is an offence under the
Corporations Act.

2.2 KMP must not deal in the Company’s securities during prohibited periods (see section 4 below)
unless exceptional circumstances apply and written clearance to deal is given (see section 5
below).

2.3 KMP must not deal in the Company’s securities for short-term purposes. Dealings in the
Company’s securities must be undertaken for investment purposes and not for trading, that is,
the intention in undertaking transactions should be to hold the Company’s securities for a
reasonable period rather than actively, promptly or repetitively buying and selling them.

2.4 KMP must not engage in short-selling of the Company’s securities.

2.5 KMP are prohibited from using the Company’s securities as security for margin lending
arrangements or other loans. KMP must also use their best endeavours to ensure they are not
put in a position of conflict with this policy by virtue of having margin or other loans over other
securities.

2.6 Senior Executives are prohibited from using financial products to protect against or limit the risk
associated with unvested Company securities they may receive as part of their performance-
based remuneration (hedging). Breaches of the Company’s policy in this regard will normally
result in the termination of the Senior Executive’s employment.

Reviewed: October 2025

3. Exclusions from the policy


3.1 The following situations of dealing by KMP in the Company’s securities are excluded from this
policy:
• transfers of Company securities already held by the KMP into a superannuation fund or other
saving scheme in which the KMP is a beneficiary;
• an investment in, or trading in units of, a fund or other scheme or arrangement (other than a
scheme only investing in the Company’s securities) where the assets of the fund or other
scheme are invested at the discretion of a third party;
• where a KMP is a trustee, trading in the Company’s securities by that trust provided the KMP
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 KMP;
• undertakings to accept, or the acceptance of, a takeover offer;
• dealing under an offer or invitation made to all or most of the securityholders, such as a rights
issue, a security purchase plan, a dividend reinvestment plan, dividend substitution share
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;
• where the beneficial interest in the relevant Company security does not change;
• transactions conducted between a KMP and their spouse, civil partner, child, step-child or
other close family member;
• cancellation of the Company’s securities as a result of failure to vest or other forfeiture of
securities received by Senior Executives as part of performance based remuneration; and
• vesting of the Company’s securities as a result of meeting performance hurdles or release of
the Company’s securities from holding lock or holding term in respect of securities received
by Senior Executives as part of performance based remuneration.



4. Prohibited periods

4.1 For the purposes of section 2.2 of this Policy, KMP must not deal in the Company’s securities
during the following prohibited periods:

(a) the close of business on 15
th
December and 15
th
June up to and including the calendar day
after the Company’s announcement of its interim and final financial results as applicable;
and

(b) the duration of the pricing period for any capital management event.

4.2 The Company may impose other periods when employees are prohibited from dealing in the
Company’s securities because inside information may exist.


5. Exceptional Circumstances

5.1 A KMP who is not in possession of inside information may request and be given clearance to
sell (but not purchase) the Company’s securities when they would otherwise be prohibited by
this policy from doing so if they are in severe financial difficulty or other exceptional
circumstances apply.

5.2 A KMP may be in severe financial difficulty if they have a pressing financial commitment that
cannot be satisfied otherwise than by selling the Company’s securities. A liability to pay tax
would not normally constitute severe financial difficulty unless the KMP has no other means of
satisfying the liability. A circumstance will be considered exceptional if the KMP in question is

Reviewed: October 2025


required by a court order to transfer or sell the Company’s securities or there is some other
overriding legal requirement for them to do so.

5.3 Requests for clearance to deal in the Company’s securities during a prohibited period involving
exceptional circumstances should be made in writing (including by email) to the individuals
designated for this purpose (see section 7 below).

5.4 Where a request involves the consideration of exceptional circumstances justifying a sale as
the only reasonable course of action, particulars of those exceptional circumstances must
accompany the relevant clearance request. The Company may be required to notify the
existence of exceptional circumstances to the Australian Securities Exchange.


6. Dealing in other companies’ securities

6.1 Proposed private dealings by Senior Executives in other companies’ securities must be
referred to the investment team before execution to ensure there are no conflicting orders in
the market for that security.

6.2 Prior to undertaking private dealings in other companies’ securities, Non-Executive Directors
should consider whether there may be any potential conflict with any of the Company’s orders.
If they believe so, they should contact the Chief Executive Officer or Portfolio Manager to verify
whether any conflicting orders exist.

6.3 Offers made to the Company for participation in IPO’s, placements or underwritings are for the
Company’s exclusive use and cannot be accepted for private purposes either fully or partially
by any KMP (this does not include offers made directly to individual KMP).


7. Notification and approval

7.1 The Chairman (or in his absence the MD) and either the Chief Financial Officer (CFO) or
Company Secretary must be given prior notice of proposed transactions by Directors (including
the MD) in the Company’s securities. The Chairman must give the Audit Committee Chairman
or the MD and either the CFO or the Company Secretary prior notice of proposed transactions.
The proposed transaction should take place before the next prohibited period as detailed in
section 4.

7.2 The Company Secretary, CFO or MD must be given prior notice of proposed transactions by
Senior Executives (excluding the MD) in the Company’s securities. The proposed transaction
should take place before the next prohibited period as detailed in section 4.

7.3 Where a KMP seeks clearance to deal in the Company’s securities during a prohibited period
involving exceptional circumstances, written requests (including via email) should be made:

• by Directors (including the MD) to the Chairman (or in his absence the MD)
• by Senior Executives (excluding the MD) to the MD (or in his absence the Chairman).

Approval will be given in writing (including via email) and copied to the Company Secretary
who shall maintain a record of all such approvals.

Reviewed: October 2025
7.4 The Company Secretary must be immediately advised by all KMP following a transaction in the
Company’s securities in order for any relevant announcement to be made to the Australian
Securities Exchange.

7.5 For the purposes of sections 7.1 to 7.3, no KMP may be the recipient of the prior notification of
their own transaction or be the approver of their own transaction involving exceptional
circumstances.


8. Compliance and Review

8.1 KMP may be required annually and from time to time to verify in writing (including by email)
that they have complied with this policy. The Company Secretary will maintain copies of all
such verifications.

8.2 The Company Secretary is responsible for monitoring the operation of this policy.

8.3 This policy shall be reviewed at least every three years or earlier in response to any significant
regulatory developments.

8.4 Adherence to this policy is a term of employment for Senior Executives by Australian
Investment Company Services Limited.


9. Other policies

9.1 This policy should be read in conjunction with other AFIC governance policies, including the
Company’s Continuous Disclosure Policy and Corporate Principles of Conduct.