Directors & Officers Liability Insurance

Table of Contents

About This Policy

Schedule

1 Definitions

2 What Is Covered (Side A · Side B · Side C)

3 Extensions of Cover (Defence and Investigation · Personal Protection · Corporate Events)

4 What Is Not Covered

5 How Much We Will Pay

6 Your Obligations

7 General Conditions

8 Notices, Sanctions and Interpretation

9 Endorsements — Fully Drafted (E01–E10, E12, E13)

Additional Endorsement Index (E11, E14–E20 — reserved)

About This Policy

It is structured in three parts:

Side A — pays the director or officer directly when the company cannot or will not indemnify them

Side B — reimburses the company when it has indemnified a director or officer

Side C — covers the company itself, but only for securities claims

Australia has one of the most active securities class action environments in the world. This policy is designed for that environment — including the continuous disclosure regime (now with the knowledge/recklessness/negligence fault element), the Corporations Act 2001 personal duties framework, and increasing regulatory focus on individual accountability.

This policy, together with your schedule and any endorsements, forms your contract of insurance. Words in bold have special meanings — see Section 1.

Schedule

Completed separately for each policy

1 Definitions

When the following words appear in bold in this policy, they have the meanings set out below.

2 What Is Covered

Side A — Non-Indemnifiable Loss

2.1 Personal Liability — Direct Payment

If a claim is first made against an insured person during the policy period for a wrongful act, and the claim results in non-indemnifiable loss, we will pay the insured person directly.

The company has no right to access, direct, assign, or benefit from Side A payments. Side A exists exclusively for the protection of individual directors and officers.

2.2 When Non-Indemnifiable Loss Arises

Non-indemnifiable loss arises when the company:

(a) Is legally prohibited from indemnifying. Under section 199A of the Corporations Act 2001: the company cannot indemnify a director for a liability owed to the company itself, for a pecuniary penalty or compensation order under the Corporations Act, or for legal costs where the person is found guilty in certain proceedings.

(b) Is financially unable to indemnify. The company is insolvent, in liquidation, administration, receivership, voluntary administration, or a deed of company arrangement.

(c) Refuses to indemnify. The company is permitted and able, but refuses or fails to pay.

2.3 No Excess on Side A

No excess or deductible applies to Side A. We will never require an insured person to pay out of pocket before we respond.

Side B — Company Reimbursement

2.4 Reimbursement of the Company

If a claim is first made against an insured person during the policy period for a wrongful act, and the company has indemnified or is obligated to indemnify the insured person for indemnifiable loss, we will reimburse the company.

2.5 Side B Excess

The company must pay the excess shown in Item 4 of the schedule for each claim under Side B. The excess applies to the combined total of compensatory damages and defence costs.

Side C — Entity Securities Claims

2.6 Securities Claims Against the Company

If a securities claim is first made against the company during the policy period, we will pay the company's entity cover loss.

Side C covers only securities claims. The company's broader management liability exposure (employment, regulatory, statutory) is not covered under Side C — see Section 4.13 and Endorsement E13 for cover relating to claims by employees.

2.7 Side C Retention

The company must bear the retention shown in Item 5 for each securities claim under Side C. The retention applies to entity cover loss only — it does not apply to an insured person's personal loss arising from the same securities claim (which is covered under Side A or Side B).

3 Extensions of Cover

Defence and Investigation

3.1 Advancement of Defence Costs

We will advance defence costs as they are incurred, without waiting for the final outcome of a claim. We will never require an insured person to self-fund their defence.

If it is later determined that a claim is not covered, the insured must repay advanced defence costs for the uncovered portion — but only after a final determination. Where the claim involves conduct excluded under Section 4.1 or 4.2, repayment is required only after Final adjudication (as defined in Section 1), consistent with Section 8.2(b) (Insurance Contracts Act 1984 (Cth)).

3.2 Investigation Costs

We will pay defence costs incurred by an insured in responding to an investigation, even before a claim has been made. This includes an investigation that is a Royal Commission, Parliamentary Committee inquiry, or equivalent public inquiry within limb (g) of the Investigation definition in Section 1 — for every insured, not only where Endorsement E03 (Financial Institutions) is operative.

For the company (Side C), investigation costs are covered only where the investigation relates to matters that could give rise to a securities claim.

3.3 Pre-Investigation Advisory Costs

If an insured person receives a written request or notice to attend an interview, examination, or hearing by a regulator — and the request does not yet constitute a formal investigation — we will pay the insured person's reasonable legal costs in obtaining advice and preparing a response.

3.4 Class Certification Study Expenses and E-Discovery Costs

In any securities claim or representative proceeding, we will pay class certification study expenses and e-discovery costs as part of defence costs, without a separate sub-limit.

3.5 Cooperation With Regulators — Legal Representation

If a regulator requires an insured person to attend an interview, produce documents, or give evidence, we will pay the costs of independent legal representation for the insured person at that interview or proceeding — even if the insured person is attending as a witness rather than a target.

Personal Protection

3.6 Retired Directors and Officers

If an insured person ceases to hold office during or before the policy period (for any reason other than disqualification by final court order), this policy continues to cover claims first made against them for 84 months after the end of the policy period, at no additional premium.

Reconciliation with Section 7.4 and Endorsement E06: if this policy is not renewed, or is cancelled, before that person's 84-month period under this clause has ended, the longer of (a) the remainder of that person's 84-month period under this clause, and (b) any discovery period applicable to the policy generally under Section 7.4 or a purchased extension under Endorsement E06, applies to that person. The shorter period does not curtail the longer one.

3.7 New Directors and Officers

Any person who becomes an insured person during the policy period is automatically covered from the date they take office.

3.8 Spouse, Estate, and Jointly Held Assets

We will cover the lawful spouse, domestic partner, estate, heir, or legal representative of an insured person for claims arising from the insured person's wrongful acts.

We will also cover the personal assets of a spouse or domestic partner that are jointly held with the insured person — including jointly owned real property and joint bank accounts — to the extent those assets are at risk in connection with a claim against the insured person.

3.9 Bail and Civil Bond

If an insured person is required to post bail or a civil bond in connection with a covered claim, we will advance the cost.

3.10 Preservation of Assets and Living Expenses

If a court order freezes or restrains the personal assets of an insured person in connection with a covered claim, we will pay: (a) their legal costs in seeking to vary or discharge the order; and (b) reasonable living expenses for the insured person and their immediate family during the period of restraint.

3.11 Extradition Defence

We will pay defence costs for an insured person resisting extradition in connection with a wrongful act.

3.12 Loss of Earnings — Attending Proceedings

$1,000 per day or part-day for an insured person attending court, a tribunal, or a regulatory hearing as a witness or defendant.

3.13 Tax Advisory Costs

If an insured person incurs personal tax liability as a direct result of a payment under this policy, we will pay the reasonable costs of tax advice.

Corporate Events

3.14 Newly Acquired Subsidiaries

Automatic cover for 90 days from acquisition — provided total assets do not exceed 25% of the company's Consolidated assets and the entity is not a Financial institution or US/Canada-domiciled entity (unless the relevant endorsement is operative). Notify us within 90 days.

If the acquired entity exceeds the 25% threshold, cover is available subject to our prior agreement.

3.15 Divested Subsidiaries — Run-Off

If the company divests a subsidiary during the policy period, this policy continues to cover claims arising from pre-divestiture wrongful acts for 72 months.

3.16 Change of Control

If any person acquires more than 50% of the company's voting rights during the policy period, this policy continues for the remainder of the policy period — but only for wrongful acts before the change of control. No new cover after the change of control.

We will not cancel this policy following a change of control.

3.17 Public Relations

Following a covered claim, we will pay public relations costs to protect or restore the personal reputation of an insured person or the corporate reputation of the company in connection with a securities claim.

3.18 Prospectus and Fundraising

We will cover claims arising from any prospectus, product disclosure statement, information memorandum, cleansing notice, or investor presentation issued by the company during the policy period — including claims under Chapter 6D of the Corporations Act 2001.

Subject to the full limit of liability unless the schedule provides a separate prospectus sub-limit.

3.19 Reinstatement After Recovery

If we recover amounts from a third party, we will reinstate the limit of liability by the recovered amount (less costs), up to the original limit.

4 What Is Not Covered

4.1 Dishonesty and Fraud

Any claim arising from deliberately dishonest, fraudulent, or criminal conduct — but only after a Final adjudication (including all appeals) establishes that the specific insured personally committed the conduct. Until Final adjudication, we advance defence costs, on the terms in Section 3.1. The presumption of innocence applies.

Severability: Applied individually. One person's dishonesty does not affect another's cover.

4.2 Personal Profit and Illegal Remuneration

Personal profit or advantage to which the insured person was not legally entitled — but only after Final adjudication so establishes. Includes insider trading or market manipulation profits.

4.3 Insured Versus Insured

Claims by one insured against another — except:

(a) claims by a liquidator, administrator, receiver, or equivalent officer;

(b) derivative actions by shareholders;

(c) whistleblower claims;

(d) a claim funded, in whole or in part, by a litigation funder, or otherwise funded or actively directed by a person other than the claimant (including by the provision of legal representation, funding of legal costs, or control of the conduct or strategy of the proceeding by that person) — other than a Regulator acting in its regulatory capacity;

(e) an Employment claim by an Employee against an insured person (but not against the company — see Section 4.13);

(f) cross-claims or contribution claims arising from a third-party claim; and

(g) claims by a former insured who no longer holds office.

4.4 Prior Known Matters

Claims arising from facts, matters, or circumstances that the specific insured person knew about before the Retroactive date and knew, or ought reasonably to have known, might lead to a claim. Knowledge assessed individually. Not imputed between insured persons.

4.5 Prior and Pending Litigation

Claims arising from proceedings pending on or before the Retroactive date, or from substantially the same facts.

4.6 Bodily Injury and Property Damage

Death, bodily injury, or physical damage to tangible property — except: (a) mental injury or emotional distress in a Securities claim or Employment claim; (b) defence costs in WHS proceedings; and (c) defence costs in coronial inquests.

4.7 Professional Services

Errors or omissions in professional advice or services to third-party clients. Does not apply to governance, oversight, or supervision of the company's professional services business.

4.8 Product Liability

Design, manufacture, supply, sale, or distribution of tangible products.

4.9 Pollution

Pollution or environmental contamination — except: (a) defence costs in environmental proceedings; and (b) an insured person's personal liability for environmental clean-up, to the extent the claim alleges a failure of board-level oversight of the company's environmental compliance or risk management systems, as distinct from the insured person's own day-to-day operational control of the polluting activity. For example: an allegation that the board failed to implement an adequate environmental management system falls within this carve-back; an allegation that the insured person personally directed or carried out the operational discharge does not.

4.10 Nuclear

Loss directly caused by radioactivity, or by radioactive, nuclear, or ionising-radiation material of any kind, including nuclear fuel, nuclear waste, and nuclear weapons material. (See Section 8.3 for the separate, standalone sanctions payment-limitation clause, which applies to all cover under this policy and is not part of this exclusion.)

4.11 US / Canada Jurisdiction

Claims brought or maintained in the US or Canada, or to enforce a US/Canada judgment — unless Endorsement E01 (US/Canada) is operative.

4.12 Contractual Liability

Liability assumed under contract that exceeds liability at law — except under a deed of indemnity, access, and insurance for directors or officers.

4.13 Employer's Liability

This policy does not cover an Employment claim, except: (a) to the extent cover is preserved for an insured person under Section 4.3(e) (Insured Versus Insured — an Employment claim by an Employee against an insured person) or Section 4.6(a) (Bodily Injury — mental injury or emotional distress in an Employment claim); or (b) to the extent Endorsement E13 (Employment Practices Liability) is shown as operative in the schedule, in which case clause 5 of Endorsement E13 governs the relationship between this exclusion and that endorsement.

This is a management liability / EPL exposure. Broader cover — including cover for the company itself, and cover for third-party discrimination claims — is available only via Endorsement E13.

4.14 Major Transaction — IPO

Claims arising from the company's initial public offering — unless a separate IPO policy is in place or the IPO occurred before the Retroactive date. Subsequent capital raisings and continuous disclosure obligations post-listing are covered.

5 How Much We Will Pay

5.1 Limits — Architecture

(a) Each Side has its own per-claim and aggregate limit as shown in Items 3(a)–(f) of the schedule.

(b) The Overall Aggregate (Item 3(g)) is the total most we will pay under this policy, across all Sides combined, in the policy period. It operates as a shared cap: the individual Side aggregates in Items 3(b), (d) and (f) are sub-caps within the Overall Aggregate, not additional to it, and amounts paid or payable under one Side reduce the Overall Aggregate available to the others.

(c)

5.2 Priority of Payment

If the limit of liability is or may be insufficient — including because the shared Overall Aggregate under Section 5.1(b) is or may be insufficient:

First priority: Side A — personal non-indemnifiable loss and defence costs of insured persons. Non-executive and independent directors prioritised.

Second priority: Side B — reimbursement of the company for indemnifiable loss.

Third priority: Side C — entity cover loss for securities claims.

5.3 Defence Costs

Defence costs are included within the limit of liability unless the schedule states they are in addition.

5.4 Allocation

If a claim involves covered and uncovered matters or parties, we will agree a fair allocation. If we cannot agree, a senior counsel agreed by both parties (or appointed by the President of the relevant Law Society) will determine allocation.

We advance defence costs for the covered portion pending allocation.

5.5 Other Insurance

This policy is excess over other valid directors' and officers' liability insurance (or equivalent management liability insurance responding to the same insured persons or the same wrongful act) — except: (a) Side A is always primary for non-indemnifiable loss; (b) insurance specifically excess of this policy; and (c) any Side A DIC policy intended to respond above this policy.

This clause does not apply to insurance of a different class (for example, cyber, professional indemnity, or general liability insurance) that responds to overlapping facts; this policy is not made excess of insurance of a different class merely because it also responds to the same facts.

Where this policy and other directors' and officers' liability insurance each respond to the same loss and neither is expressed to be excess of the other, we will contribute on a proportional basis, by reference to the respective limits of liability of each policy.

6 Your Obligations

6.1 Notify Claims

Tell us in writing as soon as reasonably practicable. For securities claims, within 10 business days. (See Section 8.2 for the Insurance Contracts Act 1984 (Cth) savings clause that applies to this obligation, including section 54.)

6.2 Notify Circumstances

Tell us during the policy period of any circumstance that might reasonably give rise to a claim. Later claims arising from notified circumstances are treated as made during this policy period. This clause implements section 40(3) of the Insurance Contracts Act 1984 (Cth) — see also Section 8.2.

Examples: Media alleging non-disclosure. Investigation or ASX inquiry about disclosure practices. Significant share price drop following announcements. Shareholders engaging litigation funders. Personal notice from a regulator. Internal investigation into misconduct.

6.3 Do Not Admit Liability

No insured should admit liability or settle without our written consent. Consent not unreasonably withheld. (See Section 8.2 for the Insurance Contracts Act 1984 (Cth) savings clause that applies to this obligation, including section 54.)

6.4 Cooperate

Provide all information and assistance we reasonably need. (See Section 8.2 for the Insurance Contracts Act 1984 (Cth) savings clause that applies to this obligation, including section 54.)

6.5 Selection of Defence Counsel

Side A and Side B claims: The insured person may select their own defence counsel, subject to our consent (not unreasonably withheld). For securities claims, we may recommend specialist securities litigation counsel but will not impose counsel against the insured person's wishes.

Side C claims: We have the right to select and direct defence counsel for the company, in consultation with the company's management.

Where a claim involves both insured persons and the company, and a conflict of interest arises, we will fund separate representation for each conflicted party.

6.6 Settlement

We will not settle any claim without the consent of the relevant insured person if the settlement involves an admission of liability or wrongdoing by that insured person, or imposes non-monetary obligations on them. For monetary-only settlements, we may settle with the insured's consent, not unreasonably withheld.

7 General Conditions

7.1 Severability and Non-Imputation

Each insured person is treated as if they have their own separate policy. Conduct and knowledge are not attributed between insured persons.

When assessing the company's duty of disclosure, we consider only knowledge held by the persons responsible for the company's insurance arrangements.

7.2 Non-Avoidance (Side A)

We will not exercise any right to avoid this policy in relation to Side A cover, for any reason (including non-disclosure or misrepresentation), except where the specific insured person seeking cover personally committed fraudulent non-disclosure or fraudulent misrepresentation, within the meaning of sections 26 and 28 of the Insurance Contracts Act 1984 (Cth).

We also waive, in relation to Side A cover, any right we may otherwise have under section 28(3) of that Act to reduce our liability on account of an innocent, non-fraudulent non-disclosure or misrepresentation — whether that of the company, the relevant insured person, or another insured person.

An innocent director cannot lose Side A cover, and cannot have it reduced, because of someone else's non-disclosure or misrepresentation, or their own innocent non-disclosure or misrepresentation.

7.3 Continuous Cover

If a claim arises from a wrongful act that should have been notified under a previous D&O policy and was not known at the time, and continuous cover has been maintained since the Continuity date shown in Item 6 of the schedule, we will cover the claim under this policy's terms and limits — provided that our liability for that claim does not exceed the lower of this policy's limit of liability and the limit of liability that was available under the previous D&O policy, and is subject to any term of either policy that is less favourable to the insured.

7.4 Discovery Period

If not renewed (other than for non-payment): automatic 90-day discovery period. Extended discovery periods of 12, 24, 36, or 72 months available for additional premium, requested within 30 days of expiry.

7.5 Cancellation

By the company: At any time, by written notice to us. Cover already provided for notified claims and notified circumstances is unaffected. We will refund premium proportionally for the unexpired period.

By us: We may only cancel this policy on grounds permitted by the Insurance Contracts Act 1984 (Cth) s.60, by giving at least 30 days' written notice. Where we are entitled to cancel, we will give each insured person written notice individually as required by s.59. We will refund the premium proportionally. Cover already provided for notified claims and notified circumstances is unaffected.

7.6 Duty of Disclosure

The company, as the party proposing this contract, has a duty of disclosure under sections 21, 21A, and 22 of the Insurance Contracts Act 1984 (Cth). This is a commercial (non-consumer) contract of insurance: the duty is to disclose to us, before the contract was entered into, every matter known to the company that is relevant to our decision to accept the risk and on what terms.

As between us and each insured person, disclosure-related consequences are assessed individually — a contractual mechanism consistent with the severability provisions in Section 7.1 — so that the company's non-fraudulent failure to disclose does not itself deprive an innocent insured person of cover under Side A (see Section 7.2). This is a contractual mechanism, not an assertion that each insured person separately owes the statutory duty of disclosure under the Act.

7.7 Governing Law

This policy is governed by the laws of the State or Territory of Australia shown in Item 8 of the schedule, fixed as at the start of the policy period. See Section 8.4 for the companion jurisdiction/submission-to-courts provision.

7.8 GST

Payments reduced by input tax credit entitlement, as required by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

7.9 Disputes and Complaints

Internal dispute resolution first. Then AFCA (www.afca.org.au / 1800 931 678). AFCA provides a free and independent dispute resolution service. Time limits may apply.

7.10 Privacy

Per the Privacy Act 1988 (Cth) and Australian Privacy Principles. Our Privacy Policy is available on our website and on request.

8 Notices, Sanctions and Interpretation

This section is new in v1.1.0. It closes the numbering gap identified at v1.0.0 review and houses the general ICA savings clause, the standalone sanctions clause, and the governing law/jurisdiction and interpretation provisions.

8.1 Notices

Any notice under this policy must be given in writing. Notices to us must be sent to the address, email address, or online portal shown in the schedule, or as otherwise notified by us in writing. Notices to the company or an insured person may be sent to the company's registered office or the address last notified to us.

A notice sent by post is deemed given 2 business days after posting (5 business days if sent to or from an address outside Australia). A notice sent by email is deemed given when sent, unless the sender receives an automated message that it was not delivered.

8.2 Insurance Contracts Act 1984 (Cth)

(a) Nothing in this policy excludes, restricts, or modifies the operation of the Insurance Contracts Act 1984 (Cth) (“the Act”). Where any provision of this policy is inconsistent with the Act, the Act prevails.

(b) Section 54: our rights in respect of an act or omission by an insured after the relevant contract of insurance was entered into — including under Sections 6.1 (Notify Claims), 6.3 (Do Not Admit Liability), and 6.4 (Cooperate) — are limited as set out in section 54 of the Act. Except to the extent the claim is fraudulent, we may not refuse to pay a claim by reason only of such an act or omission, but may reduce our liability to the extent we can show we were prejudiced by it.

(c) Section 40(3): see Section 6.2 (Notify Circumstances), which implements section 40(3) of the Act — late notification of a claim arising from a properly notified circumstance is not, of itself, a ground to refuse the claim.

(d) This clause does not limit any other right the insured has under the Act.

8.3 Sanctions

We will not provide any cover, or make any payment or confer any benefit, under this policy to the extent that doing so would expose us to enforcement action under:

(a) the Autonomous Sanctions Act 2011 (Cth) and the Autonomous Sanctions Regulations 2011 (Cth);

(b) the Charter of the United Nations Act 1945 (Cth) and regulations made under it;

(c) the sanctions laws, regulations, and programs administered by the United States (including by the U.S. Department of the Treasury's Office of Foreign Assets Control), the United Kingdom, or the European Union, to the extent applicable to us; and

(d) any other applicable trade or economic sanctions law.

This clause is a payment limitation applying to the whole of this policy. It applies in place of, and is not limited by, Section 4.10 (Nuclear).

8.4 Governing Law and Jurisdiction

(a) Governing law: this policy is governed by the laws of the State or Territory of Australia shown in Item 8 of the schedule, fixed as at the start of the policy period and unaffected by any later change in the company's registered office, place of business, or place of incorporation of any Subsidiary. (See also Section 7.7.)

(b) Jurisdiction: the parties submit to the non-exclusive jurisdiction of the courts of that State or Territory, and of the courts competent to hear appeals from them.

8.5 Interpretation

(a) Headings are for convenience only and do not affect interpretation.

(b) A reference to a statute includes regulations and instruments made under it, and amendments, re-enactments, or replacements of it.

(c) “Including” and similar expressions are not words of limitation.

(d) A reference to a person includes a natural person, a body corporate, and an unincorporated body.

(e) Words in the singular include the plural, and vice versa.

9 Endorsements — Fully Drafted

Each endorsement below applies only when shown as operative in the schedule. E01–E10 carry forward from v1.0.0 with the corrections noted in “Changes From v1.0.0.” E12 and E13 are newly drafted for v1.1.0 — see the tags within them; as new operative text they require Wording Partner sign-off before use, more so than the carried-forward endorsements.

Endorsement E01: United States / Canada Jurisdiction Extension

This endorsement applies when shown as operative in the schedule.

1. Amendment to Exclusion 4.11

Exclusion 4.11 (US / Canada Jurisdiction) is deleted and replaced with: “This policy covers claims brought or maintained in courts in the United States of America and Canada, including securities claims alleging violations of US federal or state securities laws (including sections 11, 12, and 15 of the US Securities Act of 1933, section 10(b) of the US Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and any equivalent state ‘blue sky’ laws).”

2. Additional Definitions

US securities claim means a securities claim brought in the United States alleging violations of US federal or state securities laws.

3. Additional Exclusion — ERISA

We do not cover any claim arising from a violation of the Employee Retirement Income Security Act of 1974 (ERISA) or any similar US federal or state statute governing employee benefit plans.

4. Additional Retention

For a US securities claim under Side C, the retention is the amount shown in the schedule for US securities claims (which may be higher than the standard Side C retention).

5. Service of Suit

We agree that any legal proceedings arising under this endorsement may be brought in a court of competent jurisdiction within the United States, and we will accept the decision of that court, including on any appeal.

Endorsement E02: Small Capitalisation and Resources Companies

This endorsement applies when shown as operative in the schedule. Designed for ASX-listed companies with a market capitalisation below $500 million, particularly companies in the mining, exploration, oil and gas, and resources sectors.

1. Additional Definitions

Competent person means a person who is a member or fellow of a recognised professional body for mining or geoscience (such as the Australasian Institute of Mining and Metallurgy or the Australian Institute of Geoscientists), or of a professional organisation recognised for the public reporting of mineral resources and ore reserves, and who has experience appropriate to the deposit or mineralisation in question.

JORC Code means the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, as published by the Joint Ore Reserves Committee, as amended from time to time.

Resources disclosure claim means a claim that alleges misleading or deceptive conduct, breach of continuous disclosure obligations, or breach of the JORC Code, in connection with public statements about exploration results, mineral resources, ore reserves, exploration targets, production targets, or financial forecasts based on production targets.

Capital raising claim means a claim arising from a prospectus, placement, share purchase plan, rights issue, entitlement offer, or other capital raising conducted by the company during the policy period.

2. Extended Insured Persons

The definition of insured person is extended to include: (a) any competent person who signs off on or is named in a public report by the company as the competent person for the purposes of the JORC Code, but only for claims arising from that report; and (b) any geologist, metallurgist, or technical consultant engaged by the company who is named in a public report as having reviewed or contributed to resource or reserve estimates, but only for claims arising from that report.

3. JORC and Resources Disclosure — Coverage Clarification

For the avoidance of doubt, this policy covers: (a) claims alleging that the company or an insured person published exploration results, resource estimates, or production targets that were misleading, incomplete, or not in compliance with the JORC Code; (b) claims alleging that announcement headers, summaries, or investor presentations about exploration results were unbalanced or gave an unduly favourable impression; (c) enforcement actions relating to forward-looking statements, scoping studies, or production targets that ASIC determines lacked a reasonable basis; and (d) ASX queries and price queries relating to disclosure of exploration results, and any resulting investigation or enforcement action. Each of the matters described in paragraphs (a) to (d) is a Resources disclosure claim.

4. Frequent Capital Raisings

Many small capitalisation companies conduct multiple capital raisings during a single policy period. We will cover each Capital raising claim arising from a capital raising conducted during the policy period, without requiring a separate prospectus policy for each raising — provided the aggregate proceeds of all raisings during the policy period do not exceed $100,000,000 (or such higher amount as agreed and shown in the schedule).

If the aggregate proceeds exceed this threshold, we may require a separate prospectus policy for subsequent raisings.

5. Voluntary Suspension

We will cover defence costs incurred by an insured person in connection with an ASX voluntary suspension requested by the company to comply with continuous disclosure obligations, including any subsequent inquiry about the basis for or duration of the suspension.

6. Personal Guarantees by Directors

We will cover claims against an insured person arising from a personal guarantee given by the insured person to secure a financial obligation of the company — but only where: (a) the guarantee was given in the insured person's capacity as a director of the company; (b) the guarantee was disclosed to and approved by the board; and (c) the claim arises from an alleged wrongful act in the management of the company, not from the mere failure to pay the guaranteed obligation.

7. Insolvent Trading — Safe Harbour

This policy covers claims against an insured person for insolvent trading under section 588G of the Corporations Act 2001 (Cth), including defence costs in establishing that the insured person qualifies for the safe harbour defence under section 588GA.

The costs of engaging a qualified restructuring adviser to develop a course of action reasonably likely to lead to a better outcome than immediate winding up are covered as defence costs, where the advice is obtained in connection with a potential or actual insolvent trading claim.

8. Native Title and Heritage

We will cover defence costs incurred by an insured person in connection with proceedings or regulatory action alleging that the company failed to comply with native title obligations, Aboriginal heritage protection obligations, or cultural heritage management obligations — to the extent the claim alleges a wrongful act by the insured person in their governance capacity.

This does not cover the company's operational compliance obligations, which are a general liability exposure.

Endorsement E03: Financial Institutions

This endorsement applies when shown as operative in the schedule. Designed for ASX-listed financial institutions regulated by APRA, including ADIs, general insurers, life insurers, private health insurers, and RSE licensees.

1. Additional Definitions

Accountable person means a person registered or required to be registered as an accountable person under the Financial Accountability Regime Act 2023 (Cth) (FAR) in respect of the company, including directors and senior executives designated under FAR.

FAR proceeding means any investigation, examination, enforcement action, direction, or civil penalty proceeding brought against an insured by APRA and/or ASIC under or in connection with the Financial Accountability Regime Act 2023 (Cth).

Prudential proceeding means any investigation, direction, enforceable undertaking, or other regulatory action by APRA under the Banking Act 1959, Insurance Act 1973, Life Insurance Act 1995, Superannuation Industry (Supervision) Act 1993, or any prudential standard issued by APRA.

Deferred remuneration means any component of an accountable person's remuneration that has been deferred, held in escrow, or made subject to forfeiture or clawback under FAR, a prudential standard, or the company's remuneration policy.

2. Extended Insured Persons

The definition of insured person is extended to include: (a) any accountable person registered under FAR, including persons performing “key functions” as defined by the FAR Regulator Rules, whether or not they are directors or officers; and (b) any responsible manager, appointed actuary, or auditor of the company — but only for claims arising from their role within the company, and only to the extent the company would otherwise be required to indemnify them.

3. FAR Proceedings — Coverage

We will cover loss arising from a FAR proceeding against an insured, including: (a) defence costs in responding to the proceeding; (b) civil penalties imposed on an insured person under FAR (to the extent insurable at law); (c) costs of complying with a direction by APRA or ASIC to reallocate responsibilities between accountable persons, to the extent those costs constitute defence costs; and (d) costs of responding to a joint APRA/ASIC investigation relating to FAR compliance.

Insurability note: The insurability of FAR penalties imposed on individuals is subject to ongoing legal analysis in Australia. We will pay penalties that are determined to be insurable and will engage with you and your legal advisors to resolve questions of insurability.

4. Deferred Remuneration — Forfeiture

If an accountable person's deferred remuneration is forfeited, clawed back, or reduced by the company as a direct result of a FAR proceeding or a regulatory direction, we will pay the accountable person the amount of the forfeited remuneration — subject to: (a) the forfeiture results from a covered claim or investigation; (b) the accountable person has not been found by Final adjudication to have engaged in dishonest or fraudulent conduct; and (c) the forfeiture was not required by a court order based on a finding of personal misconduct.

5. Prudential Proceedings — Coverage

We will cover defence costs incurred by an insured in responding to a prudential proceeding, including an APRA investigation or examination, an enforceable undertaking negotiation, a direction by APRA to take action or cease an activity, and a show-cause process relating to a licence condition or authorisation.

We will not cover the cost of remediation, systems changes, or operational improvements that APRA directs the company to undertake — those are business expenses, not insured losses.

6. Superannuation Trustee Liability

If the company is an RSE licensee (superannuation trustee), we will cover claims against an insured person alleging breach of trustee duties under the Superannuation Industry (Supervision) Act 1993 (Cth), including: (a) breach of the duty to act in the best financial interests of members; (b) breach of the duty to exercise care, skill, and diligence; (c) breach of the sole purpose test; and (d) breach of the prohibition on conflicts of interest.

7. Design and Distribution Obligations (DDO)

We will cover claims and investigation costs arising from alleged breaches of the design and distribution obligations under Part 7.8A of the Corporations Act 2001 (Cth), including investigations alleging that a target market determination was deficient, stop orders or product intervention orders, and claims by consumers or investors alleging loss caused by distribution of a financial product outside its target market.

We will not cover the cost of withdrawing, redesigning, or replacing a financial product — that is a business expense.

8. Anti-Money Laundering and Counter-Terrorism Financing (AML/CTF)

We will cover defence costs incurred by an insured person in connection with an AUSTRAC investigation or enforcement action under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth), alleging a failure of AML/CTF program compliance in the insured person's governance capacity.

We will not cover fines or penalties imposed on the company for AML/CTF breaches under Side C (these are not securities claims).

9. Royal Commission or Parliamentary Inquiry

The Investigation definition in Section 1 already extends base cover — for every insured, not only financial institutions — to a Royal Commission, Parliamentary Committee inquiry, or equivalent public inquiry (see limb (g) of that definition and Section 3.2). This clause additionally confirms that, for financial institutions, that base cover extends to preparing for and attending a Royal Commission, Parliamentary Committee inquiry, or other public inquiry relating to the financial services industry, where the insured person is required to give evidence or produce documents.

10. Professional Services — Modified Exclusion

For financial institutions, Exclusion 4.7 (Professional Services) is modified as follows: the exclusion does not apply to claims alleging that the company or an insured person failed in their governance, oversight, or supervision of the provision of financial services or financial products by the company or its representatives — including claims alleging systemic failures in compliance, risk management, or conduct standards.

The exclusion continues to apply to individual advisory or transactional errors by employees (which are covered under PI or professional lines insurance).

Endorsement E04: Environmental, Social, and Governance (ESG)

This endorsement applies when shown as operative in the schedule.

1. Greenwashing Claims

We will cover claims against an insured alleging misleading or deceptive conduct in connection with environmental, social, or governance disclosures, sustainability reports, or ESG-related representations made by the company — including claims under section 1041H of the Corporations Act 2001 (Cth) or the Australian Consumer Law. This includes enforcement action alleging greenwashing in relation to financial products, investment strategies, or corporate disclosures.

2. Climate Disclosure

We will cover claims arising from the company's climate-related disclosures, including disclosures required under the Australian Sustainability Reporting Standards (ASRS) or equivalent mandatory disclosure requirements, and voluntary disclosures made in accordance with the TCFD framework or its successors.

3. Activist Shareholder Claims

We will cover claims brought by shareholders or shareholder activist groups alleging that the company's directors and officers have failed to adequately address climate-related risks, transition risks, or sustainability-related risks in their governance and strategy.

Endorsement E05: Prospectus and Capital Raising — Enhanced

This endorsement applies when shown as operative in the schedule. It provides enhanced cover for specific capital raisings.

1. Specified Capital Raising

This endorsement applies to the capital raising described in the schedule (including type, maximum proceeds, and prospectus date).

2. Extended Coverage Period

We will cover claims arising from the specified capital raising for a period of 72 months from the date of the prospectus or disclosure document — regardless of whether this policy is renewed or replaced during that period.

3. No Time Limitation

The 72-month coverage period operates independently of the policy period. A claim first made within the 72-month period is covered even if this policy has expired or been replaced — provided the capital raising occurred during this policy period.

4. Roadshow and Investor Presentation Cover

We will cover claims arising from statements made in investor roadshows, analyst presentations, media interviews, and investor briefings conducted in connection with the specified capital raising — including oral statements made by or on behalf of an insured.

5. Due Diligence Defence Costs

We will pay the costs of establishing a due diligence defence under section 731 of the Corporations Act 2001 (Cth) or equivalent.

Endorsement E06: Extended Discovery Period

This endorsement applies when shown as operative in the schedule.

The discovery period under Section 7.4 is extended to the period shown in the schedule (12, 24, 36, 84 months, or lifetime) after the end of the policy period.

During the extended discovery period, claims first made against an insured for wrongful acts that occurred during or before the policy period are covered, subject to all other terms, conditions, exclusions, and limits of this policy.

The extended discovery period is not cancellable by us once purchased. Additional premium: as shown in the schedule.

Endorsement E07: Defence Costs in Addition to Limit

This endorsement applies when shown as operative in the schedule.

Section 5.3 is deleted and replaced with: “Defence costs are payable in addition to the limit of liability. This means that the cost of defending a claim does not reduce the amount available to pay compensatory damages.”

Additional sub-limit for defence costs: as shown in the schedule, or unlimited if not stated.

Endorsement E08: Side A Standalone / Excess DIC

This endorsement applies when shown as operative in the schedule. It converts Side A into a standalone excess and difference-in-conditions layer, with drop-down triggers.

1. Excess Function

Side A of this policy operates as an excess layer above the primary D&O insurance identified in the schedule as the “Primary D&O Policy.” Side A responds when the insured person's non-indemnifiable loss exceeds the limit of the Primary D&O Policy.

2. DIC Drop-Down

Side A will drop down and respond from the ground up (or from a self-insured retention specified in the schedule) for non-indemnifiable loss if the Primary D&O Policy fails to respond because of: (a) insolvency of the primary insurer; (b) aggregate exhaustion of the Primary D&O Policy; (c) avoidance of the Primary D&O Policy on grounds of non-disclosure or misrepresentation (but not where the insured person seeking cover personally caused that avoidance); (d) coverage denial based on a breach of condition by the company (not the insured person); (e) an exclusion in the Primary D&O Policy that does not appear in this policy; or (f) cancellation or non-renewal of the Primary D&O Policy (other than by the company for non-payment).

3. Non-Avoidance

Side A under this endorsement is non-avoidable on the terms of Section 7.2.

4. Independent Limits

The Side A limit under this endorsement is separate from and in addition to the limits available under Side B and Side C.

Endorsement E09: Excess Layer

This endorsement applies when shown as operative in the schedule. It converts this entire policy into an excess layer above a specified primary D&O policy.

This policy sits excess of the primary D&O policy identified in the schedule and follows its form — subject to the terms of this policy where they differ. Refer to the Excess of Loss Policy Wording for the detailed mechanics of excess layer operation, attachment, drop-down, and DIC provisions.

Endorsement E10: Run-Off / Tail Policy

This endorsement applies when shown as operative in the schedule. It converts this policy to a run-off (tail) policy following a change of control, merger, or cessation of listing.

1. Trigger Event

This endorsement takes effect upon the occurrence of: change of control / merger / scheme of arrangement / delisting / voluntary administration / other (as specified in the schedule).

2. Run-Off Reporting Period

This policy will cover claims first made against any insured during the period shown in the schedule (12, 24, 36, or 72 months) following the trigger event, for wrongful acts that occurred before the trigger event.

3. No New Wrongful Acts

This policy does not cover wrongful acts committed after the trigger event.

4. Non-Cancellable

Once this endorsement is activated and the premium is paid, neither we nor the company may cancel the run-off cover.

5. Premium

The run-off premium is as specified in the schedule — typically 100–300% of the expiring annual premium depending on duration.

Endorsement E12: Outside Directorship Liability (ODL)

This endorsement applies when shown as operative in the schedule.

1. Additional Definitions

Outside entity means a corporation, partnership, trust, or not-for-profit organisation (other than the company or a Subsidiary) in which an insured person serves as a director, officer, trustee, or equivalent, at the specific written request of the company.

Outside position means the office or role held by an insured person in an outside entity, as outside director, officer, trustee, or equivalent.

Outside entity insurance means any directors' and officers' liability insurance, or equivalent insurance, maintained by or for the benefit of an outside entity that responds to a claim against an insured person in their outside position.

2. Insuring Clause

We will pay non-indemnifiable loss and indemnifiable loss (in each case in accordance with Sides A and B of this policy) that an insured person becomes legally liable for, arising from a wrongful act committed in their outside position, provided: (a) the company requested, in writing, that the insured person hold the outside position; and (b) the claim is first made against the insured person during the policy period.

Cover under this endorsement is subject to all the terms, conditions, exclusions, and limits of this policy that would otherwise apply to a claim against an insured person, except as varied by this endorsement.

3. Sub-limit

Cover under this endorsement is subject to the sub-limit shown in the schedule for Outside Directorship Liability, which is part of — not in addition to — the Side A and Side B aggregates shown in Item 3 of the schedule.

4. Priority and Excess of Outside Entity Insurance — Double-Excess / Other Insurance Interaction

(a) Cover under this endorsement is excess of, and will not contribute with, any outside entity insurance available to respond to the claim, regardless of whether that outside entity insurance is itself written on a primary or excess basis.

(b) Where the outside entity maintains its own directors' and officers' liability insurance, that insurance responds first. This endorsement responds only to the extent non-indemnifiable loss or indemnifiable loss (as applicable) exceeds, or is not paid because of exhaustion, cancellation, avoidance, or insolvency of the insurer under, that outside entity insurance.

(c) Where the company (rather than the outside entity) has arranged or contributed to insurance covering the insured person's outside position — for example, under a general facility separate from this policy — that insurance also responds before this endorsement, on the same basis as (b).

(d) This clause creates a double-excess position: this endorsement sits excess of both (i) the outside entity's own insurance and (ii) any separate facility the company has arranged for outside positions. Section 5.5 (Other Insurance) is not affected by this clause and continues to apply to insurance other than outside entity insurance.

(e) Advancement of defence costs under Section 3.1 is not delayed pending exhaustion of rights under outside entity insurance; advancement is made on the terms that already apply to advancement under this policy, subject to the repayment and allocation mechanics in Sections 3.1 and 5.4.

5. Exclusion — Related For-Profit Entities

This endorsement does not cover claims arising from an outside position in an outside entity in which the company (together with its Subsidiaries) holds, directly or indirectly, more than 20% of the issued capital or an equivalent economic interest, unless the schedule specifically identifies that outside entity as a covered outside entity.

6. No Extension to the Outside Entity

For the avoidance of doubt, this endorsement does not extend Side C cover to the outside entity, and does not cover a claim by the outside entity against the company.

7. Notification

The company must notify us in writing of each outside position it requests an insured person to hold, within 90 days of the request being made, where the insured person's cover in that position is intended to be covered under this endorsement.

Endorsement E13: Employment Practices Liability (EPL)

This endorsement applies when shown as operative in the schedule.

1. Additional Definitions

This endorsement uses the “Employment claim” definition in Section 1. In addition: Third-party discrimination claim means a claim by a customer, client, supplier, or other third party who is not an Employee, alleging discrimination or harassment by an insured person or an Employee acting on behalf of the company, in connection with the company's business.

2. Insuring Clause — Company and Individual Cover

We will pay: (a) loss that the company becomes legally liable to pay in connection with an Employment claim (extending Side-C-equivalent cover to the company for this purpose only); and (b) non-indemnifiable loss and indemnifiable loss that an insured person becomes legally liable to pay in connection with an Employment claim (under Sides A and B), first made against the company and/or an insured person during the policy period.

3. Third-Party Discrimination Claims

If shown as operative in the schedule, cover under clause 2 extends to a Third-party discrimination claim, subject to the sub-limit shown in the schedule for third-party discrimination claims.

4. Sub-limit and Retention

Cover under this endorsement is subject to: (a) the EPL aggregate sub-limit shown in the schedule (part of, not in addition to, the Overall Aggregate under Item 3(g)); and (b) the EPL retention shown in the schedule, which the company must bear as the first part of each Employment claim, applicable to the company's own loss under clause 2(a) only — no retention applies to an insured person's non-indemnifiable loss under Side A, consistent with Section 2.3.

5. Relationship to Section 4.13 — Reconciliation

This endorsement supersedes Exclusion 4.13 (Employer's Liability) to the extent of the cover this endorsement grants. Where this endorsement is not operative, Exclusion 4.13 applies, subject to the carve-backs it expressly preserves at Sections 4.3(e) and 4.6(a).

6. Exclusions Specific to This Endorsement

We will not pay: (a) an amount payable under a statutory redundancy, severance, or long-service-leave entitlement, to the extent payable regardless of any wrongful act; (b) a claim for workers' compensation, or for benefits under a workers' compensation, disability, or unemployment compensation law; (c) a civil penalty imposed under the Fair Work Act 2009 (Cth) or equivalent legislation, to the extent uninsurable at law (consistent with the Loss definition and Section 8.2); and (d) an amount payable as wages, salary, commission, or other compensation earned but unpaid in the ordinary course, other than back pay or front pay awarded as compensatory damages in a covered Employment claim.

7. Aggregation

Employment claims by multiple claimants arising from the same, similar, or related policy, practice, or course of conduct are treated as a single Employment claim first made when the earliest was first made, consistent with the Claim definition in Section 1.

Additional Endorsement Index

The endorsements below are titles reserved for future drafting. They are not yet available for use: no operative wording exists for them, and a schedule must not show any of them as operative. This replaces the v1.0.0 presentation of this index (which listed all ten as available on request without distinguishing drafted from undrafted text — audit defect C4).

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Meridian Commons — Open Source Insurance Wording · CC BY 4.0 (wording text only) · 2026/DO/0001 · v1.2.0-DRAFT · July 2026

This Creative Commons BY 4.0 licence applies to the wording text only. The “Meridian” name, the Cuttleflow bearing mark, and other Cuttleflow Pty Ltd t/a Cuttleflow Systems brand assets are excluded from the licence and may not be used without separate permission.

DRAFT — SUBJECT TO LEGAL REVIEW — NOT FOR USE. This wording has not yet received Wording Partner sign-off. It must not be issued, quoted, or bound. Passages carrying an inline WP-REVIEW note are that reviewer's worklist; the accompanying change register (to be published) lists every one of them against its finding.

Adopters must obtain their own legal advice and their capacity provider's approval before use. The Wording Partner's eventual review letter for this wording runs to Cuttleflow Pty Ltd t/a Cuttleflow Systems only.

Designed for the Australian market. Assumes application of the Insurance Contracts Act 1984 (Cth) and Corporations Act 2001 (Cth). Users are responsible for their own legal review, regulatory compliance, and reinsurance alignment.