Corporate Governance

Continuous Disclosure Policy

1. Purpose

This document sets out the Continuous Disclosure Policy applying to the Officers and employees of Regeneus Limited ACN 127 035 358 (Company).

2. Interpretation

For the purposes of this document, “Officers” shall mean:

  • Directors;
  • Company Secretaries; and
  • Those persons who report directly to the Chief Executive Officer and Chief Financial Officer.

3. Information to be disclosed

Under Listing Rule 3.1, once the Company becomes aware of any information that a reasonable person would expect to have a material effect on the price or value of the Company’s securities, the Company must immediately notify the ASX of the information. The ASX Code of Best Practice for Reporting by Life Science Companies provides practical guidance as to the kinds of disclosures that may be appropriate for companies such as Regeneus.

Listing Rule 15.7 states that the Company cannot disclose information that is intended for release to the market to anyone until they have first disclosed it to the ASX.

Therefore information of the kind which must be disclosed to the market cannot be selectively disclosed (for example to analysts, the media, groups of shareholders or customers) ahead of release. Presentations to be made to shareholder meetings or analysts’ briefings must be released to the ASX at or before the time of the presentation.

4. Why be concerned about continuous disclosure?

Failure to disclose price sensitive information in accordance with the Listing Rules exposes the Company, and the individuals responsible for the breach, to significant fines. Therefore it is essential that all employees understand the Company’s legal obligations, and their practical obligations under this Policy.

5. Reporting lines

Although there are limited exceptions to the Continuous Disclosure rules, officers and employees must immediately notify the Company Secretary of any material information which may need to be disclosed under Listing Rule 3.1. The Company Secretary will then discuss the information with the Chairman and together they will determine:

  • Whether disclosure to the ASX is required; and
  • If disclosure is required, whether the company should seek a trading halt from the ASX to allow time to clarify information and/or prepare an appropriate announcement.

6. Role of Company Secretary

The Company Secretary has primary responsibility for discharging the Company’s continuous disclosure obligations to the ASX.

Officers and employees must promptly disclose relevant information to the Company Secretary who is then to report to the Chairman.

7. Promoting compliance

The Officers are committed to:

  • Encouraging prompt disclosure of any material information which may need to be disclosed under Listing Rule 3.1; and
  • Promoting an understanding of the importance of the continuous disclosure regime throughout the Company.

8. Prevention of a false market

To prevent a false market in the Company’s securities, the Officers are committed to

  • Monitoring information in the public arena;:
  • Ensuring that all investors have equal and timely access to material information concerning the Company; and
  • Ensuring that all Company announcements are accurate, timely and contain no omissions or misrepresentations.

9. Safeguarding information

The Company has implemented the following policies to ensure corporate information is not prematurely disclosed:

  • Any material information brought to the Company Secretary’s attention is discussed with the Chairman or Chief Executive Officer and together they determine whether disclosure to the ASX is required;
  • Unless otherwise agreed by the Board, the Company Secretary and the Chairman are the only Officers who may apply for a trading halt or disclose material information to the ASX; and
  • All employment agreements include obligations to protect confidential information contained about the Company in the course of employment.

10. Media contact

The Company Secretary and the Chairman will determine whether it is necessary to contact the media in respect of any disclosures made to the ASX.

Unless otherwise agreed by the Board, the Chairman will be the only Officer permitted to make comments to the media.

11. External communications

The Board is committed to ensuring that:

  • All shareholders have equal and timely access to material information concerning the Company; and
  • All Company announcements are factual and presented in a clear and balanced way.

Please refer to the Company’s Shareholder Communication Policy for more details.