SHARE DEALING POLICY

1. PURPOSE

1.1 To outline Chellarams Plc’s share dealing policy which is applicable to all of its employees, directors, officers, contractors, agents, auditors or audit committee members, consultants and shareholders holding 5% or more of any class of Chellarams Plc’s securities (together “Applicable Persons”).

1.2 As Chellarams Plc’s shares are listed on the Nigerian Stock Exchange, Chellarams Plc is obliged to comply with the rules of the Nigerian Stock Exchange, the Investments and Securities Act as well as Securities and Exchange Commission (“SEC”) Rules and Regulations 2013 (“SEC Rules”), SEC Code of Corporate Governance for Public Companies 2013, the Companies and Allied Matters Act 2004 (“CAMA”), The Financial Reporting Council of Nigeria Act (“FRCN”) (together the “Relevant Securities Laws”).

1.3 The Relevant Nigerian Securities Laws imposes restrictions on dealings in the securities of a listed company (which would include shares) to ensure that employees and certain other persons do not abuse, and do not place themselves under suspicion of abusing price sensitive information that they may have or be perceived to have.

1.4 Care must therefore be taken in the timing of any ‘Dealings’ in Chellarams Plc’s shares.

2. THE POLICY

2.1 It is expressly prohibited for any Applicable Person or Connected Person to Deal in Chellarams Plc’s shares when:

  1. they have Inside Information; or

  2. they are notified by Chellarams Plc that trading is prohibited for a fixed period or until further notice.

2.2 Employee Insiders (as defined below) may not Deal in Chellarams Plc’s shares without obtaining clearance to Deal in advance in accordance with paragraph 6 (Clearance to Deal).

2.3 A breach of this Policy constitutes a serious employee disciplinary offence, which could result in dismissal, and may also expose Applicable Persons or Connected Persons to criminal and/or civil sanctions.

2.4 For the avoidance of doubt, this Policy is a supplement to, and not a substitute for any of the Relevant Securities Law.

3. DEFINITIONS APPLICABLE TO THIS POLICY

The following definitions are referred to within this Policy:

“Connected Persons” include:

  1. the spouse or civil partner;

  2. any children (including step-children) under 18 years of age;

  3. a nominee, including an investment manager managing funds on their behalf;

  4. a trust of which they, any member of their family, or any family controlled company, are the trustee or beneficiary;

  5. a person in partnership with them or any of their connected persons mentioned in (a) to (c) above (acting in his or her capacity as such); or

  6. a company which they or their family control.

“Deal” or “Dealing” includes:

  1. any acquisition or disposal of, or agreement to acquire or dispose of the shares of the Company;

  2. entering into a contract (including a contract for difference) the purpose of which is to secure a profit or avoid a loss by reference to fluctuations in the price of the shares of the Company;

  3. the grant, acceptance, acquisition, disposal, exercise or discharge of any option to acquire or dispose of any of the shares of the Company;

  4. entering into, or terminating, assigning or novating any stock lending agreement in respect of the shares of the Company;

  5. using as security, or otherwise granting a charge, lien or other encumbrance over the shares of the Company;

  6. any transaction, including a transfer for nil consideration, or the exercise of any power or discretion effecting a change of ownership of a beneficial interest in the shares of the Company; or

  7. exercising any other right or fulfilling any obligation, present or future, conditional or unconditional, to acquire or dispose of any securities of the Company.

“Inside Information” is information of a nature which:

  1. is not generally available to the general market; and

  2. would, if generally available, be likely to have a significant effect on the price of Chellarams Plc’s shares.

“Employee Insiders” are Applicable Persons who are considered to have access to Inside Information on a regular or occasional basis and would automatically include:

  1. all Directors of Chellarams Plc;

  2. all Directors and Managers of Chellarams Plc’s Subsidiaries;

  3. all Senior Executives of Chellarams Plc;

  4. all Senior Executives of Chellarams Plc’s Subsidiaries;

  5. certain members of the Finance division;

  6. certain members of the Corporate Affairs division;

  7. certain members of the Legal department;

  8. certain members of the Information Technology department;

  9. certain Personal Assistants; Executive Assistants/Administrative Assistants tot eh above roles;

  10. any other person designated as an Employee Insider by any Director or Officer of Chellarams Plc, from time to time; and

  11. acting as trustee: where a person to whom this policy applies acts as a trustee of a trust, this policy may also apply to dealings undertaken by that trust. Persons to whom this is relevant should seek further information from the Group Company Secretary/Legal Adviser.

If you are in doubt regarding whether you are classified as an Employee Insider, you must check with the Group Company Secretary/Legal Adviser. The Company Secretarial maintains a register of all Employee Insiders.

“Prohibited Period” is any Close Period or any period when there exists any matter which constitutes Insider Information in relation to Chellarams Plc.

4. SHARE DEALING RESTRICTIONS ON ALL APPLICABLE PERSONS

4.1 As an Applicable Person, you must not Deal in Chellarams Plc’s shares if you are in possession of Inside Information or if you are notified by Chellarams Plc that trading is prohibited for a fixed period under further notice. If you are in any doubt as to whether information you possess is Inside Information you should contact the Group Company Secretary/Legal Adviser before you Deal.

4.2 Your obligation not to Deal while in possession of Inside Information also applies to Dealing in shares of another company if such Inside Information would possibly have a significant effect on the price of the shares of that other company. For example, if Chellarams Plc was in negotiations to acquire another listed company or be sold to another listed company, share trading in both companies would be prohibited during the period of such negotiations.

4.3 If you are in possession of Inside Information, the prohibition on Dealing also applies to people connected to your ‘Connected Persons’ (see the above definition).

4.4 This Policy applies to all securities you now own, or may in the future acquire, whether you or any Connected Person hold such securities directly or indirectly.

5. SHARE DEALING RESTRICTIONS ON ALL EMPLOYEE INSIDERS

5.1 All Employee Insiders (or any Connected Persons) must not Deal in any securities of Chellarams Plc without obtaining clearance to Deal in advance in accordance with paragraph 6 (Clearance to Deal).

5.2 This restriction is designed in particular to protect Directors and Senior Executives who do not have access to Inside Information which may be known to the other members of the Board or who may be unable to correctly to assess the significance of the information. The object is to prevent embarrassment to the person concerned, the Board and Chellarams Plc as a whole.

5.3 The Group Company Secretary/Legal Adviser will be able to provide you with a form for you to complete your request for authorisation to Deal.

6. CLEARANCE TO DEAL

6.1 An Employee Insider who wishes to Deal in any securities of Chellarams Plc must first notify the Director designated by the Board for this purpose and must not Deal without first receiving clearance from him. This is in addition to the requirement that Directors and other insiders must notify SEC not later than 48 hours of sale and purchase of their shares under the SEC Rules. Provided that such notification does not relieve the Employee Insider of the obligation to comply with the provisions of any law or rules relating to insider trading.

6.2 If the Chairman, Chief Executive Officer, Managing Director or the Director designated by the Board for the purposes of paragraph 6.1, wishes to Deal in any securities of Chellarams Plc, he must first notify the Board and must not Deal without first receiving clearance from the Board in a Board meeting.

6.3 A response to a request for clearance to Deal must be given to the relevant Employee Insider within five business days of the request being made.

6.4 Chellarams Plc will maintain a record of the response to any Dealing request made by an Employee Insider and of any clearance given. A copy of the response and clearance (if any) must be given to the Employee Insider concerned.

6.5 An Employee Insider who is given clearance to Deal in accordance with this paragraph 6 (Clearance to Deal) must Deal as soon as being received excluding the day on which clearance was given. A fresh clearance must be sought if the dealing is not completed within this period. Failure to comply with this time period is a serious disciplinary matter and may also constitute a criminal offence.

6.6 An Employee Insider must not be given clearance to Deal in any security of Chellarams Plc during:

  1. a Prohibited Period;

  2. on considerations of a s short term nature (an investment with a maturity of one year or less will always be considered of a short term nature); or

  3. at any time when the person responsible for the clearance otherwise has reasons to believe that the proposed Dealing is in breach of this Code.

6.7 In exceptional circumstances, an Employee Insider who is not in possession of Inside Information in relation to Chellarams Plc may be given clearance to sell, but not to purchase, securities to alleviate severe personal hardship. Examples of the type of circumstance which may be considered exceptional for these purposes would be where severe personal hardship would otherwise result to an Employee Insider or his immediate relatives such as the urgent need for a medical operation or to satisfy a court order where no other funds are reasonably available.

7. CLOSE PERIODS

7.1 Employee Insiders (and any Connected Persons) are prohibited from Dealing in Chellarams Plc’s shares during:

  1. The 60 days preceding the announcement of the interim and full year results; or

  2. If shorter, the period between the end of the relevant financial period and the announcement of associated results (a “Close Period”).

7.2 Employee Insiders will be given notice by the Group Company Secretary/Legal Adviser when Chellarams Plc is about to enter a Close Period.

8. CONFIDENTIALITY OBLIGATIONS

As you know, every Applicable Person is under an obligation to Chellarams Plc to ensure they do not disclose confidential information concerning Chellarams Plc, its business or its clients to anyone except in the necessary course of business. It is therefore important that you do not discuss confidential information in situations where it may be overheard, nor participate in discussions regarding decisions by others about investments in Chellarams Plc.

9. AMENDMENTS TO THIS POLICY

This Policy may be amended, revised or modified at any time. Any such amendments, revisions or modifications will be disseminated through Chellarams Plc.