Revised Securities Trading Policy
Released
Released
Announcement PDF
ASX ANNOUNCEMENT
04 June 2025
Revised Securities Trading Policy
In accordance with ASX Listing Rule 12.10, Livium Ltd (ASX: LIT) (“Livium” or the “Company”) advises it has
revised its Securities Trading Policy. A copy of the Securities Trading Policy is attached and will be made available
on the corporate governance section of Livium’s website.
Authorised for release by the Managing Director and CEO.
Simon Linge
Stuart Tarrant
Managing Director / CEO
Mobile +61 (0) 438 721 280
Chief Financial Officer
Mobile +61 (0) 467 817 005
simon.linge@liviumcorp.com
stuart.tarrant@liviumcorp.com
About Livium
Livium (previously Lithium Australia) is aiming to lead and enable the global transition to sustainable lithium
production. The Company operates Australia’s market leading battery recycler, produces critical battery material
lithium ferro phosphate, and has developed a patented lithium extraction technology (LieNA®). Livium’s revenuegenerating recycling business and technologies are well-placed to capitalise on growing global lithium-ion battery
demand and provides diversification benefits to global supply chains.
Divisions of Livium
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Livium Ltd
Unit 1, 79-83 High Street
ASX: LIT ACN: 126 129 413
Kew, Victoria 3101
Investorhub.liviumcorp.com
T: +61 (0) 3 7017 2656
liviumcorp.com
E: info@liviumcorp.com
COMPANY POLICY
Securities Trading
LIT-POL-036
Month Year
May-25
Revision Code
Rev 04
Approved by
Board of Directors
Next Review Date
Controlled Document Approved for Distribution
Revision Code
Rev 04
Revision Date
Name
Position
Signature
28-May-25
Board
Board
Board
28-May-28
Securities Trading
LIT-POL-036 Rev 04
1. INTRODUCTION
These guidelines set out the policy on any dealings in the Company’s securities by its Key Personnel (as defined
in section 2).
This policy is not designed to prohibit the Company’s Key Personnel from investing in the Company’s securities
but does recognise that there may be times when Directors, officers or certain employees cannot or should not
invest in the Company securities.
Key Personnel are encouraged to be long-term holders of the Company’s securities. However, it is important that
care is taken in the timing of any dealings of such securities.
The purpose of this policy is to assist Key Management Personnel to avoid conduct known as ‘insider trading’.
2. DEFINITIONS
In this policy:
Key Personnel refers to the Company’s current directors, executives, employees that have been awarded
securities offered under the Company’s Securities Incentive Plan, and the Company Secretary of the Company.
Key Personnel also includes:
a) a company or trust controlled by any of the persons referred to above; and
b) for the purposes of clauses 6 and 7 only, a spouse (including a de facto spouse), child (including any stepchild or adopted child), close relative, a person financially dependent on or acting with any of the Key Personnel
referred to above.
3. 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.
4. WHAT IS INSIDER TRADING?
4.1
Prohibition
Insider trading is a criminal offence. It may also result in civil liability. In broad terms, a person will be guilty of
insider trading if:
a) 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
b) that person:
i) buys or sells securities in the Company; or
ii) procures someone else to buy or sell securities in the Company; or
iii) 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.
4.2
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:
a) the Company considering a major acquisition;
b) the threat of major litigation against the Company;
c) the Company’s revenue and profit or loss results materially exceeding (or falling short of) the market’s
expectations;
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LIT-POL-036 Rev 04
d)
e)
f)
g)
h)
i)
j)
a material change in debt, liquidity or cash flow;
a significant new development proposal (e.g. new technology);
the grant or loss or a major contract;
a management or business restructuring proposal;
a share issue proposal;
an agreement or option to acquire another business; and
significant contract awards, results, or changes in profit guidance estimates.
4.3
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).
4.4
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.
4.5
Confidential Information
Employees and Directors also have a duty of confidentiality to the Company. A person must not reveal any
confidential information concerning the Company, use that information in any way which may cause loss to the
Company, or use that information to gain an advantage for themselves or anyone else.
4.6
Limiting Risk
Employees, Directors and officers must not enter into transactions or arrangements which operate to limit the
economic risk of their security holding in the company without first seeking and obtaining written
acknowledgement from the Chair.
4.7
Employee share schemes
The prohibition does not apply to acquisitions of shares, options, or performance rights by employees made under
employee securities incentive schemes, nor does it apply to the acquisition of shares as a result of the exercise of
convertible securities under an employee securities incentive scheme. However, the prohibition does apply to the
sale of shares acquired under an employee securities incentive schemes and also to the sale of shares acquired
following the conversion of securities granted under an employee securities incentive scheme.
5. GUIDELINES FOR TRADING IN THE COMPANY’S
SECURITIES
5.1
General rule
Key Personnel must not, except in exceptional circumstances deal in securities of the Company during the
following periods:
a) In the seven (7) days prior to, and 2 hours after the release of the Company’s Annual Financial Report;
b) In the seven (7) days prior to, and 2 hours after the release of the Consolidated Interim Financial Report of the
Company; and
c) In the seven (7) days prior to, and 2 hours after the release of the Company’s quarterly reports,
d) (together the Closed Periods).
The Company may at its discretion vary this rule and apply ad hoc restrictions it considers appropriate by general
announcement to all Key Personnel either before or during the Closed Periods or at any time.
5.2
Permission Required
Key Personnel must not, except in exceptional circumstances, deal in securities of the Company without receiving
prior written approval in accordance with the process detailed below.
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LIT-POL-036 Rev 04
5.3
Price Sensitive Information
If any Key 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.
5.4
No short-term or speculative trading in the Company’s securities
Key Personnel should never engage in short-term or speculative trading of the Company’s securities except for
the exercise of options where the shares will be sold shortly thereafter. This prohibition includes short term direct
dealing in the Company’s securities as well as transactions in the derivative markets, involving exchange traded
options, share warrants, contracts for difference, and other similar instruments, which are short term or
speculative.
5.5
No protection arrangements
The entering into of all types of “protection arrangements” for any Company securities (or Company products in
the derivatives markets):
a) is prohibited at any time in respect of any Company securities which are unvested or subject to a holding lock;
and
b) otherwise, requires approval under clause 6.
c) For the avoidance of doubt and without limiting the generality of this policy, entering into protection
arrangements includes entering into transactions which:
d) amount to “short selling” of securities beyond their holding of securities;
e) operate to limit the economic risk of any their security holding (e.g. hedging arrangements) including
f)
Company’s securities held beneficially (for example, in trust or under an incentive plan) on their behalf; or
otherwise enable a person to profit from a decrease in the market price of securities.
5.6
Limitations on granting of security over Company’s securities or
entering into margin lending arrangements
a) Key Personnel may not at any time directly or indirectly, grant any form of security (whether by way of charge,
mortgage, pledge or otherwise) over any Company securities which are unvested or subject to a holding lock,
to secure any obligation they or any third party may have.
b) Unless subclause (a) above applies, Key Personnel may, directly or indirectly, grant any form of security
(whether by way of charge, mortgage, pledge or otherwise) over any of the Company’s securities, to secure
any obligation they or any third party may have, with consent under clause 5.2.
c) Notwithstanding this clause, the entering into by Key Personnel of any margin lending arrangements involving
Company securities is prohibited.
5.7
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.
5.8
Exceptions
a) Key Personnel may at any time:
i) acquire ordinary shares in the Company by conversion of securities giving a right of conversion to ordinary
shares;
ii) acquire Company securities under a bonus issue made to all holders of securities of the same class;
iii) acquire Company securities under a dividend reinvestment, or top-up plan that is available to all holders
or securities of the same class;
iv) acquire, or agree to acquire or exercise options or performance rights under an employee incentive
scheme (as that term is defined in the ASX Listing Rules);
v) withdraw ordinary shares in the Company held on behalf of the Key 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;
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vi) acquire ordinary shares in the Company as a result of the exercise of options or performance rights held
under an employee incentive scheme;
vii) transfer securities of the Company already held into a superannuation fund or other saving scheme in
which the restricted person is a beneficiary;
viii) 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;
ix) 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;
x) undertake to accept, or accept, a takeover offer;
xi) 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;
xii) dispose of securities of the Company resulting from a secured lender exercising their rights, for example,
under a margin lending arrangement;
xiii) exercise (but not sell securities following exercise) an option or right under an employee incentive scheme,
or convert a convertible security, where the final date for the exercise of the option or right, or the
conversion of the security, falls during a prohibited period or the Company has had a number of
consecutive prohibited periods and the restricted person could not reasonably have been expected to
exercise it at a time when free to do so; or
xiv) trade under a non-discretionary trading plan for which prior written clearance has been provided in
accordance with procedures set out in this Policy.
b) In respect of any share or option plans adopted by the Company, it should be noted that it is not permissible
to provide the exercise price of options by selling the shares acquired on the exercise of these options unless
the sale of those shares occurs outside the Closed Periods.
Were this to occur at a time when the person possessed inside information, then the sale of Company securities
would be a breach of insider trading laws, even though the person’s decision to sell was not influenced by the
inside information that the person possessed and the person may not have made a profit on the sale. Where
Company securities are provided to a lender as security by way of mortgage or charge, a sale that occurs under
that mortgage or charge as a consequence of default would not breach insider trading laws.
5.9
Notification of periods when Key Personnel are not permitted to
trade
The Company Secretary will endeavour to notify all Key Personnel of the times when they are not permitted to buy
or sell the Company’s securities.
6. APPROVAL AND NOTIFICATION REQUIREMENTS
6.1
Approval requirements
a) Any Key Personnel (other than the CEO or Chair) wishing to buy, sell or exercise rights in relation to the
Company’s securities, before doing so, must obtain the prior written approval of:
i) the CEO and Chair;
ii) the Chair and at least one other Independent Director; or
iii) Chair of the Audit & Risk Committee and at least one other Independent Director.
b) If the CEO wishes to buy, sell or exercise rights in relation to the Company’s securities, the CEO must obtain
the prior written approval of the Chair and at least 1 other Independent Director before doing so.
c) If the Chair wishes to buy, sell or exercise rights in relation to the Company’s securities, the Chair must obtain
the prior written approval of the Chair of the Audit & Risk Committee and at least one other Independent
Director before doing so.
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6.2
Approvals to buy or sell securities
a) All requests to buy or sell securities must include the intended volume of securities to be purchased or sold
and an estimated time frame for the sale or purchase.
b) Copies of written approvals must be forwarded to the Company Secretary prior to the approved purchase or
sale transaction.
6.3
Notification
Subsequent to approval obtained in accordance with this policy, any Key Personnel who (or through his or her
Associates) buys, sells, or exercises rights in relation to Company securities must notify the Company Secretary
in writing of the details of the transaction within two (2) business days of the transaction occurring. This notification
obligation operates at all times but does not apply to acquisitions of shares, options or performance rights by
employees made under employee incentive schemes, nor does it apply to the acquisition of shares as a result of
the exercise of options or rights under an employee incentive scheme.
6.4
Key Personnel sales of securities – large volume
Key Personnel need to be mindful of the market perception associated with any sale of Company securities and
possibly the ability of the market to absorb the volume of shares being sold. With this in mind, the management of
the sale of any significant volume of Company securities (defined as a volume that would represent a volume in
excess of 10% of the total securities held by the seller prior to the sale, or a volume to be sold that would be in
excess of 10% of the average daily traded volume of the shares of the Company on the ASX for the preceding 20
trading days (Large Volume)) by a Key Personnel needs to be discussed with the Board and the Company’s legal
advisers prior to the execution of any sale. These discussions need to be documented in the form of a file note,
to be retained by the Company Secretary. Any Key Personnel that are unsure as to what constitutes a Large
Volume may seek guidance from the CEO of Company Secretary.
6.5
Exemption from Closed Periods restrictions due to exceptional
circumstance
Key Personnel who are not in possession of inside information in relation to the Company, may be given prior
written clearance by the Chair (or in the case of the Chair by all other members of the Board) to sell or otherwise
dispose of Company securities in a Closed Period where the person is in severe financial hardship or where there
are exceptional circumstances as set out in this policy.
6.6
Severe financial hardship or exceptional circumstances
The determination of whether a Key Personnel is in severe financial hardship will be made by the Chair (or in the
case of the Chair by all other members of the Board).
A financial hardship or exceptional circumstances determination can only be made by examining all of the facts
and if necessary obtaining independent verification of the facts from banks, accountants or other like institutions.
6.7
Financial hardship
Key Personnel may be in severe financial hardship if they have a pressing financial commitment that cannot be
satisfied other than by selling the securities of the Company.
In the interests of an expedient and informed determination by the Chair (or all other members of the Board as the
context requires), any application for an exemption allowing the sale of Company securities in a Closed Period
based on financial hardship must be made in writing stating all of the facts and be accompanied by copies of
relevant supporting documentation, including contact details of the person’s accountant, bank and other such
independent institutions (where applicable).
Any exemption, if issued, will be in writing and shall contain a specified time period during which the sale of
securities can be made.
6.8
Exceptional circumstances
Exceptional circumstances may apply to the disposal of Company securities by a Key Personnel if the person is
required by a court order, a court enforceable undertaking for example in a bona fide family settlement, to transfer
or sell securities of the Company, or there is some other overriding legal or regulatory requirement to do so.
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Any application for an exemption allowing the sale of Company securities in a Closed Period based on exceptional
circumstances must be made in writing and be accompanied by relevant court and/or supporting legal
documentation (where applicable).
Any exemption, if issued, will be in writing and shall contain a specified time period during which the sale of
securities can be made.
7. ASX NOTIFICATIONS AND DEALINGS BY DIRECTORS
The ASX Listing Rules require the Company to notify the ASX within 5 business days after any dealing in securities
of the Company (either personally or through an Associate) which results in a change in the relevant interests of a
Director in the securities of the Company.
The Company has made arrangements with each Director to ensure that the Director promptly discloses to the
Company Secretary all the information required by the ASX.
In any event, to enable the Company to comply with the obligation set out in clause 7, a Director must immediately
(and no later than 3 business days after any relevant event) notify the Company Secretary in writing of the requisite
information for the Company Secretary to make the necessary notifications to the Australian Securities and
Investments Commission and ASX as required under the Corporations Act and ASX Listing Rules.
If the Company makes a material change to this trading policy, the amended trading policy will be provided to the
ASX for release to the market within 5 business days of the material changes taking effect.
8. GENERAL
Compliance with these guidelines for trading in the Company’s securities does not absolve that individual from
complying with the law, which must be the overriding consideration when trading in the Company’s securities.
However, a breach of this policy will be regarded as serious misconduct which may lead to disciplinary action, up
to and including dismissal.
This policy will be made available on the Company’s website.
If you require any further information or assistance or are uncertain about the application of the law or this trading
policy in any situation, please contact the Company Secretary.
9. POLICY REVIEW
The board will review this policy at least every three years. The board must approve any amendments made to
the policy as a result of any review and will update this policy as required or as a result of new laws or regulations.
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