Continuing Obligations / Periodic Reporting Requirements

DSG-listed companies must comply with the relevant market conduct regulations in both NZ and Australia. This includes the Financial Markets Conduct Act 2013 (FMCA) in NZ and the Corporations Act 2001 in Australia. These regulations govern market misconduct, such as insider trading, unlawful disclosure of confidential information, and market manipulation.

General Disclosure: Companies must promptly disclose any material information that could reasonably be expected to affect the price or value of their securities. This includes changes in financial condition, business performance, significant transactions, or other important developments. The disclosure must be made without delay to ensure a fair and orderly market.

Exceptions: Disclosure may be delayed if:

• It is subject to confidentiality agreements in the context of ongoing negotiations.
• Immediate disclosure would likely prejudice the company's legitimate interests, provided that the company can ensure the confidentiality of the information.

• Notification of substantial transactions, especially those involving related parties or significant changes in company structure.
• Notification of significant changes in shareholding (Changes that exceed 5% thresholds)
• Changes in key governance or advisory roles, such as a change in director, company secretary, or key legal adviser.
• Updates on material changes in trading performance or financial condition relative to previously disclosed information.

Companies must maintain a publicly accessible website containing up-to-date information, including:

• A brief description of the business and its main operations.
• Directions on how to access:
  • The company's constitutional documents (e.g., articles of association or bylaws).
  • Basic shareholding information if relevant to the market.
• Disclosure of any material information required under market conduct regulations.
• Contact details for key corporate governance contacts.

Annual Financial Statements: Companies should prepare annual financial statements in accordance with NZ IFRS or AASB standards, depending on the company’s jurisdiction. These statements must be available to shareholders and the DSG exchange but are not required to be made public.

Interim Financial Reports: Companies may be required to prepare interim reports if there are significant changes in their financial status, although this is not a mandatory requirement.

DSG-listed companies should maintain a list of individuals with access to confidential information, ensuring these individuals understand their obligations under insider trading laws. While maintaining a formal list is not mandatory, companies should have internal policies to manage confidentiality and market conduct.

If a company conducts market soundings (discussions with potential investors about a prospective transaction), it should adhere to procedures that ensure confidentiality and prevent misuse of inside information.

DSG-listed companies must have internal systems to manage disclosure obligations effectively, including policies on confidentiality and communication to prevent the unintended release of sensitive information.

Insider trading, market manipulation, and other forms of market misconduct are prohibited. The FMA in NZ and ASIC in AU enforce these regulations with penalties for non-compliance. Companies must ensure compliance even as private entities to maintain market integrity.