Clarity Pharmaceuticals : Governance & Trading Policy Update

Governance & Trading Policy Update

ASX MEDIA RELEASE

9 June 2022

onlyClarity Pharmaceuticals (ASX: CU6) ("Clarity", "the Company"), is pleased to announce the appointment of Mr Rob Thomas, non-executive director, to the role of Lead Independent Director (LID). Mr Thomas, a non- executive director of Clarity, was appointed to the board in August 2021 and is Chair of the Audit & Risk Committee.

The appointment aligns with the requirements of recommendation 2.5 of the ASX Good Corporate useGovernance Principles in circumstances where the Chairman has been determined to not be independent. As previously disclosed to the market the Board determined that Clarity's Executive Chairman, Dr Alan Taylor, does not qualify as an independent director, as he is employed full-time by the Company in an executive

capacity.

The principal role of the LID is to support the Chairman in his role, to act as an intermediary for other non- executive directors when necessary, to lead the non-executive directors in the oversight of the Chairman and to provide a separate channel of communication for security holders.

personalClarity's Executive Chairman, Dr Alan Taylor commented, "I am delighted with the appointment of Rob to the role of Lead Independent Director. In the short time Rob has been a director he has proved to be a very insightful and independent sounding board on a number of strategic and governance related matters. He has substantial experience in capital markets and has also been involved in a number of midcap life sciences companies, similar in size to Clarity. This appointment not only helps us meet the recommendations in the ASX Good Corporate Governance Principles, but will also be another opportunity to utilise Rob's substantial knowledge and experience within Clarity"

The Board have also reviewed and amended the Company's Share Trading Policy to permit option holders to exercise options that expire during blackout periods. Option holders however remain prohibited from dealing in those converted securities during such blackout periods. This amendment was considered appropriate due to the large number of options that have expiration dates during blackout periods and is consistent with trading policies of other listed ASX companies.

The amended Share Trading Policy is attached and will be placed on the company's website. This announcement has been authorised for release by the Board of Directors.

For more information, please contact: ForClarity Pharmaceuticals

Dr Alan Taylor

Executive Chairman [e-mail]

About Clarity Pharmaceuticals

Citadel-MAGNUS

Catherine Strong 0406 759 268 [e-mail]

Clarity is a clinical stage radiopharmaceutical company focused on the treatment of serious disease. The Company is a leader in innovative radiopharmaceuticals, developing targeted copper theranostics based on its SAR Technology Platform for the treatment of cancer in children and adults.

www.claritypharmaceuticals.com

CLARITY PHARMACEUTICALS LIMITED

ACN: 143 005 341	E: [e-mail]	1
T: [phone]	W: www.claritypharmaceuticals.com

For personal use only

Clarity Pharmaceuticals Ltd

Trading Policy

1 PURPOSE

Scope

1. This policy summarises the law relating to insider trading and sets out the Clarity Pharmaceuticals Ltd ACN 143 005 341 (Company) trading policy on buying and selling any securities of the Company that are able to be traded on a financial market (Company's Securities).
   Who does this policy apply to?
2. This policy applies as follows:
3. 1. part 2 (insider trading prohibitions) and part 7 (confidential information) apply to everyone (including all employees, contractors, family and associates);
   2. parts 3 to 6 (trading policy) apply to all directors, officers, other key management personnel and employees of the Company, and any other person designated by the board of directors (Board) from time to time (each a Designated Person); and
   3. paragraphs 3.12 and 3.13 (associates) apply our trading policy to the family and associates of Designated Persons as specified in those paragraphs.

Further advice

1.3 If you do not understand any aspect of this trading policy, or are uncertain whether it applies to you or your family or associates, please contact the Company Secretary. You may wish to obtain your own legal or financial advice before dealing in the Company's Securities.

2 INSIDER TRADING PROHIBITIONS IN THE CORPORATIONS ACT

What are the insider trading prohibitions?

1. Under the Corporations Act 2001 (Cth) (Corporations Act), if you have Inside Information (as defined in paragraph 2.5 below) relating to the Company it is illegal for you to:
2. 1. deal in (that is, apply for, acquire or dispose of) the Company's Securities or enter into an agreement to do so;
   2. procure another person to apply for, acquire or dispose of the Company's Securities or enter into an agreement to do so; or
   3. directly or indirectly communicate, or cause to be communicated, that information to any other person if you know, or ought reasonably to know, that the person would or would be likely to use the information to engage in the activities specified in paragraphs (a) or (b) above.
3. These prohibitions also apply to the application for, grant, exercise or transfer of an option over the Company's Securities (except an application for, and an acquisition under that application of, the Company's Securities under an employee incentive scheme, which is specifically excluded from the insider trading prohibition in section 1043A(1) of the Corporations Act by regulation 9.12.01(b) of the Corporations Regulations 2001 (Cth)), and to the securities of other entities if you possess Inside Information about those entities.
4. It does not matter how or in what capacity you become aware of the Inside Information. It does not have to be obtained from the Company to constitute Inside Information.

1

For personal use only

1. You cannot avoid the insider trading prohibition by arranging for a member of your family or a friend to deal in the Company's Securities nor may you give "tips" concerning Inside Information relating to the Company to others.
   These prohibitions apply to everyone (not just Designated Persons) at all times.What is Inside Information?
2. "Inside Information" is information relating to the Company which is not generally available but, if the information were generally available, would be likely to have a material effect on the price or value of the Company's Securities. Inside Information can include matters of speculation or supposition and matters relating to intentions or likely intentions of a person.
3. Information is regarded as being likely to have a material effect if it would, or would be likely to, influence persons who commonly invest in securities or other traded financial products in deciding whether or not to deal in the Company's Securities.
4. Examples of Inside Information could be:
5. 1. the financial performance of the Company against its budget;
   2. changes in the Company's actual or anticipated financial condition or business performance;
   3. changes in the capital structure of the Company, including proposals to raise additional equity or borrowings;
   4. proposed changes in the nature of the business of the Company;
   5. changes to the Board or significant changes in key management personnel;
   6. an undisclosed significant change in the Company's market share;
   7. likely or actual entry into, or loss of, a material contract;
   8. material acquisitions or sales of assets by the Company;
   9. a proposed dividend or other distribution or a change in dividend policy; or
   10. a material claim against the Company or other unexpected liability.

When is information generally available?

1. Information is generally available if:
2. 1. it consists of readily observable matters or deductions;
   2. it has been brought to the attention of investors through an announcement to the Australian Securities Exchange (ASX) or otherwise similarly brought to the attention of investors who commonly invest in securities, and a reasonable period has elapsed since it was announced or brought to investors' attention; or
   3. it consists of deductions, conclusions or inferences made or drawn from information referred to in paragraphs (a) or (b) above.
3. Examples of possible readily observable matters are:
4. 1. a change in legislation which will affect the Company's ability to make certain types of investments; or
   2. a severe downturn in global securities markets.

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For personal use only

Penalties

1. Breach of the insider trading laws may subject you to:
2. 1. criminal liability - penalties include heavy fines and imprisonment;
   2. civil liability - you can be sued by another party or the Company for any loss suffered as a result of illegal trading activities;
   3. civil penalty provisions - the Australian Securities and Investments Commission (ASIC) may seek civil penalties against you and may even seek a court order that you be disqualified from managing a corporation.
3. Breach of the law, this policy, or both, will also be regarded by the Company as serious misconduct which may lead to disciplinary action or dismissal.

3 NO DEALING IN PROHIBITED PERIODS

Closed and prohibited periods

3.1 Designated Persons must not deal in the Company's Securities during the following prohibited periods (except in accordance with this policy):

1. the following closed periods:
2. 1. from the day after the half year end (i.e. 1 January) to the close of trading on the business day after the Company's half yearly results are announced to ASX;
   2. from the day after the financial year end (i.e. 1 July) to the close of trading on the business day after the Company's annual results are announced to ASX;
   3. from 28 days before, to the close of trading on the business day after, the Company's annual general meeting; and
   4. from 28 days before a prospectus or similar disclosure document is lodged by the Company with ASX; and
3. any extension to a closed period, and any additional period, as specified by the Board,

(Prohibited Periods).

1. Designated Persons may deal in the Company's Securities at other times subject to complying with insider trading prohibitions (see part 2 above) and the requirements of this policy.
   Prior notification
2. If a Designated Person proposes to deal in the Company's Securities (including entering into an agreement to deal) outside of a Prohibited Period they must first provide:
3. 1. written notice of their intention to the Company Secretary (or another person, as notified to the relevant Designated Person) (Notification Officer); and
   2. written confirmation that they are not in possession of Inside Information,

in the form of the template in Appendix A Part A.

3.4 The relevant Notification Officer may appoint a delegate to act on his or her behalf in the case of temporary absence.

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For personal use only

Clearance

1. Before dealing in the Company's Securities, the Designated Person must receive a written clearance in the form of the template at Appendix A Part B signed by the Notification Officer.
2. A clearance expires five business days from its date, unless it specifies a different expiry date.
3. A clearance to trade confirms that the proposed dealing by the Designed Person is within the terms of the trading policy but does not otherwise constitute approval or endorsement by the Company or the Notification Officer for the proposed dealing. Even if a clearance is granted, a Designated Person remains personally responsible for assessing whether the insider trading prohibitions apply to them.
4. A register of notifications and clearances is to be kept by the Company Secretary.
   Notification of dealing
5. In addition to providing prior notification and seeking clearance under paragraph 3.3, Designated Persons must confirm in writing to the relevant Notification Officer, within three business days from when the dealing in the Company's Securities has occurred, the number of the Company's Securities affected and the relevant parties to the dealing.
6. A register of Designated Persons' interests in the Company's securities is to be kept by the Company Secretary.
   Securities of other entities
7. The Board may extend this policy by specifying that Designated Persons are also restricted from dealing in the securities of other specified entities with which the Company may have a close relationship.
   Associates
8. This policy also applies to associates of Designated Persons. A Designated Person must communicate on behalf of their associate with the Notification Officer for the purposes of this policy.
9. "Associates" of a Designated Person includes their family members, trusts, companies, nominees and other persons over whom a Designated Person has, or may be expected to have, investment control or influence. If you are in doubt as to whether a person is an associate, you should contact the Company Secretary who will make a determination on the issue.

4 EXCEPTIONAL CIRCUMSTANCES

4.1 A Designated Person may request, and the Notification Officer may give, prior confirmation for the Designated Person to:

1. deal in the Company's Securities during a Prohibited Period; or
2. dispose of the Company's Securities even if otherwise prohibited under part 6,

if there are exceptional circumstances (except if this would breach the insider trading prohibitions - see part 2 above).

4.2 Exceptional circumstances may include:

1. severe financial hardship, for example, a pressing financial commitment that cannot be satisfied otherwise than by selling the relevant Company's Securities;
2. requirements under a court order or court enforceable undertakings or other legal or regulatory requirements; or

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