Policy Statement
The Company is committed to upholding highest ethical and moral standard in the conduct of her business and in all dealings amongst employees and with all persons, corporate or individual dealing with the company or any of her employees in the course of business. This policy therefore aims to instill a culture of abhorrence of unethical practices by creating securities trading procedures for management and those in possession of market sensitive information.

Objective of the Policy
The aim of this policy is to eradicate all forms of inappropriate conducts, fraudulent acts and unethical practices within the company as it relates to dealings in stock on the floor of the Nigerian Stock Exchange.

Application of the Policy
This policy shall apply to anyone who by roles in the Company come in possession of price sensitive information and who can easily use such information to his or her advantage.

Purpose
The ordinary shares of the Company are listed on the Nigerian Stock Exchange (“NSE”). This Vitafoam Securities Trading Policy (“the Policy”) regulates the sale and purchase of shares in the Company by its Directors, Executive Management, Employees (officers), Audit Committee Members, External Auditors, Financial Advisers and other professional bodies and anyone who by chance has information that is price sensitive.

Definitions and Interpretations
In this Policy:
a. Board means the Board of the Company;
b. Inside Information means information that is not disclosed or generally available and, if it were disclosed or generally available, a reasonable person would expect it to have a material effect on the price or value of the Company’s shares;
c. Policy means this Securities Trading Policy as amended from time to time; and Senior Management means Executive Management employees of the Company who manage the Company pursuant to the directions and delegations of the Board.

Securities Trading
a. This Policy aims to reduce the risk of insider trading and ensure that the Company’s directors, officers, Audit committee members, Auditors etc are aware of the legal restrictions on trading shares in the Company whilst in possession of Inside Information concerning the Company.
b. In addition, the Policy sets out when trading in the Company’s shares by directors, officers and others is not permitted otherwise known as ‘closed period’. Restrictions on trading are imposed by the Company to reduce the risk of insider trading and to minimize the possibility of misunderstandings or suspicions that the Company’s directors, officers, or employees are trading while in possession of Insider Information.
c. For the purposes of this Policy, trading in the Company’s shares also extends to other securities issued by the Company (if any).
d. For the purposes of this Policy, trading or dealing includes not only trading directly by the company’s directors, senior management or employees, but also by their relations and connected persons and by any entity in which they have control.
e. A breach of this Policy is serious and may lead to disciplinary action, including dismissal to officers of the company and termination of engagement of Advisers. It may also be a breach of the law.

Insider Trading
The Listing Rules of the Nigerian Stock Exchange:
a. Prohibits all Directors, persons discharging managerial responsibility and Advisers of the Company and their connected persons from dealing in any transaction involving the purchase or sale of the Company’s securities during prohibited or closed periods or during any other period as may be specified by the Company from time to time; or
b. Requires all Directors, persons discharging managerial responsibility and persons closely connected to them as well as all insiders of the Issuer to notify the Company in writing through the Company Secretary of the occurrence of all transactions conducted on their accounts in the shares of the Company and the Company shall maintain a record of such transactions which shall be provided to the Exchange within two days of request.

Policy
a. Consistent with the insider trading provisions of the Investment and Securities Act and the Listing Rules of The Exchange, all of the Company’s directors, officers and employees are prohibited from trading in the Company’s shares while in possession of Inside Information concerning the Company.
b. Directors, officers and employees should never communicate any Inside Information to any other person, including family members and associates. In addition, directors, officers and employees are prohibited from trading in the Company’s shares during prohibited trading period:
c. In order to ensure compliance with this Policy, all officers must discuss any proposed dealing with (and obtain written approval from) the Company Secretary or a director prior to trading Company shares at any time.
d. Any trading activity by the Company’s officers and employees that is not specifically restricted by this Policy shall not be subject to this Policy or any of the restrictions and obligations imposed by this Policy.

Price Sensitive Information
Price sensitive information are itemized in the Listing Rules of The Exchange to include:
a. Changes in the Directorate of the company;
b. The death, resignation, dismissal or appointment of a principal officer;
c. Change in the Accounting year end;
d. Annual and Interim Results or any recommendation or decision regarding dividend or srip issue;
e. Profit warning or change in financial forecast;
f. Proposed capital raising or restructuring exercise or changes in the capital structure;
g. Giving or receiving a notice of intention to make a takeover or mergers, or acquisitions or tender offers or divestment;
h. Any proposed change in the business model or general character or nature of the business of the company or of the group;
i. Major new developments in the company’s sphere of activities including major new products, contract awards and expansion plans;
j. Any change in voting control or in beneficial ownership of the securities carrying voting control;
k. Any proposed alteration of the Memorandum or Articles of Association; Any other information necessary to enable Shareholders to appraise the position of the company and to avoid the establishment of a false market in the shares of the company. Prohibited Trading Period shall be 15 days immediately prior to the date of any meeting of the Board of Directors proposed to be held to consider any price sensitive information or the date of circulation of agenda papers or notification pertaining to any price sensitive information whichever is earlier, up to 24 hours after the price sensitive information is submitted to The Exchange.

Disclosure of Directors’ Interests
When advising the NSE of any change to a notifiable interest of a director of the Company, the Company must ensure that the NSE be advised whether this occurred during a closed period where prior written clearance was required for the trading, and if so, whether prior written clearance was provided.

Trading Excluded from the Restrictions of this Policy
Trading by the Company’s officers and employees in the following circumstances are excluded from the restrictions in this Policy:
a. Where ordinary shares in the Company are acquired by conversion of securities giving a right of conversion to ordinary shares
b. Where securities are acquired under a bonus issue made to all holders of securities in the same class
c. Transfers of securities already held into a superannuation fund or other saving scheme in which the person is a beneficiary
d. Where securities are acquired under a dividend reinvestment plan that is available to all holders of securities in the same class
e. Where securities are traded or acquired under an on — market buy back or any rights offer or share purchase plan
f. Accepting into a takeover offer
g. A disposal of securities in the Company that is the result of secured lender exercising their rights
h. Trading under a non-discretionary trading plan for which prior written clearance has been provided where the trading plan was not entered into or amended during a closed period and where the trading plan does not permit officers to exercise any influence or discretion over how when or whether to trade
i. 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.

Review of Policy
This Policy will be reviewed by the Board on a regular basis having regard to the changing circumstances of the Company and any changes are to be notified to any affected persons.

THIS POLICY WAS APPROVED BY THE BOARD OF DIRECTORS OF VITAFOAM ON 21ST DECEMBER, 2015