Response to ASX Letter about Trading during a closed period
Released
Released
Announcement PDF
Wrkr Ltd ACN 611 202 414
Suite 10.01, Level 10, 151 Castlereagh Street, Sydney, NSW 2000
www.wrkr.com.au
Page 1
15 September 2026
ASX Limited
Level 27, 39 Martin Place
Sydney NSW 2000
Attention: ASX Listings Supervision
By email only: ListingsComplianceSydney@asx.com.au.
Dear Ramona,
Wrkr Ltd – Response to ASX query regarding compliance with Trading Policy
We refer to your letter dated 10 September 2026 (ASX Letter) regarding the matter referred to above.
Wrkr Ltd (ASX: WRK) (the “Company”) provides the following responses to the questions raised by ASX
pursuant to Listing Rule 18.7.
Unless otherwise defined in this letter, capitalised terms have the meanings given to them in the ASX Letter.
By way of background, the Company provides the following summary of the relevant circumstances:
1. on 9 July 2026, Ms Emma Dobson, a non-executive director of the Company, sought and received prior
written clearance from the Company Secretary to undertake an off-market transfer of ordinary shares in the
Company held by Emma Dobson, Adam Johnson and Simon Tyler as trustees for the Southampton Family
Trust (Trust) to Ms Dobson, which was intended not to change the beneficial ownership of the shares
(Intended Transaction). If executed as contemplated, the Intended Transaction would not have resulted in
any change to Ms Dobson’s beneficial ownership or control of the Company’s securities. The purpose of
the Intended Transaction was to segregate the Wrkr shares held by the Trust;
2. clause 3.1(9) of the Trading Policy as lodged on the ASX Market Announcements Platform (MAP) on 31
October 2022 (Trading Policy) expressly provides that the policy “does not apply to trading which does not
result in a change in beneficial control of the Company’s shares”. This exclusion is consistent with section
6.1 of ASX Guidance Note 27, which recognises that certain types of trading may appropriately be
excluded from trading policy restrictions where the risk of insider trading, or the appearance of insider
trading, is low. The Intended Transaction, being an off-market transfer between the Trust and Ms Dobson
with no change in beneficial ownership, was therefore permitted under the Trading Policy;
3. due to a miscommunication between Ms Dobson and her associates (including the joint trustees), 603,540
shares were mistakenly sold on-market by a joint trustee of the Trust between 14 July 2026 and 17 July
2026 at prices ranging from $0.082 to $0.084 per share, instead of being transferred off-market as intended
(Inadvertent Sale). The Inadvertent Sale occurred during a closed period under the Trading Policy (as
defined in clause 3.1(3) and in accordance with Listing Rule 12.12.1), being the period of 14 days prior to
the release of the Company’s Quarterly Activity Report and Appendix 4C, which was subsequently lodged
on MAP on 22 July 2026;
4. the Inadvertent Sale occurred without Ms Dobson’s knowledge and during the proposed execution of the
Intended Transaction; and
5. upon becoming aware of the Inadvertent Sale, the Company raised the matter immediately with Ms
Dobson. Ms Dobson took immediate corrective action with the joint trustees to cease any further on-market
trading and proposed corrective steps to be taken as set out further below.
Page 2
Question 1: What disciplinary or remedial action has the board of WRK taken, or is the board of WRK
proposing to take, in relation to the apparent breach of WRK’s Trading Policy?
In response to Question 1, the Board takes any breach of the Trading Policy seriously. Consistent with section
10.4 of ASX Guidance Note 27, the Board examined the circumstances of the Inadvertent Sale.
The Board has considered the circumstances of the Inadvertent Sale, including that Ms Dobson had obtained
prior written clearance for the Intended Transaction (being an off-market transfer) and that the on-market sale
was carried out by a joint trustee without her knowledge or authority. The Board determined that the breach was
inadvertent, that Ms Dobson did not intend to trade during a closed period in breach of the Trading Policy, and
that the breach did not arise from a disregard for the obligations under the Trading Policy. The Board notes that
clause 3.4 of the Trading Policy provides that a breach of the policy constitutes serious misconduct, and the
Board has given appropriate weight to this in determining the proportionate response;
Having regard to the inadvertent nature of the breach and relevant legal and commercial considerations, the
Board has taken the following disciplinary and remedial actions:
1. the Board has issued Ms Dobson a warning and a reminder of her obligations under the Trading Policy,
including her obligation to ensure that any dealings by her closely connected persons and entities
(including the Trust and its trustees) comply with the Trading Policy; and
2. Ms Dobson has been directed to undertake refresher training on the Company’s Trading Policy and her
securities trading obligations.
In addition, and notwithstanding the fact that Ms Dobson had no prior knowledge of the Inadvertent Sale at the
relevant time, she has voluntarily and in good faith agreed to take the following remedial steps (which the Board
considers to be consistent with the guidance in section 10.4 of ASX Guidance Note 27):
1. acquire 603,540 shares on-market at $0.084 per share (being the highest original sale price), so as not to
benefit from any movement in the share price and if unable to acquire shares at that price, Ms Dobson will
arrange a donation of any profit derived from the disposal and subsequent acquisition to charity; and
2. engage with the trustees of the Trust to procure the transfer of control of any shares held in the Company
to Ms Dobson, reducing the risk of any further inadvertent trading in the Company's securities. At the date
of this letter, Ms Dobson has completed this action.
The Board is satisfied that the breach was an isolated incident and that the steps outlined above are
proportionate and appropriate in the circumstances.
Question 2: Please explain what arrangements WRK has in place with its directors to ensure that it is able
to meet its disclosure obligations under Listing Rule 3.19A and outline any additional steps WRK intends
to take to ensure future compliance with its Trading Policy.
In response to Question 2, the Company has the following arrangements in place to ensure compliance by its
directors with their disclosure obligations under Listing Rule 3.19A and the Trading Policy:
1. all directors are required to obtain prior written clearance before dealing in the Company’s securities by
completing a Clearance to Trade Application Form and submitting it to the Chief Executive Officer or
Company Secretary (or, in their absence, the Chair or otherwise the Board), in accordance with clause 3.1
of the Trading Policy. As part of this process, directors must certify that they are not in possession of any
price-sensitive information that is not generally available to the public (clause 3.1(1)(1));
2. the Company Secretary maintains a register of all clearances granted, records the details of all applications
and decisions, and monitors compliance with the Trading Policy. This is consistent with section 10.1 of ASX
Guidance Note 27, which provides that an entity's compliance measures should include appropriate record
keeping procedures to capture details of all applications for clearance and its decisions on such
applications;
Page 3
3. the Company Secretary issues written notifications to all directors and relevant personnel at the
commencement of each closed period, reminding them of their obligations not to deal in securities in
accordance with clause 3.1(3) of the Trading Policy. Closed periods include the 14-day periods prior to the
release of annual, half-yearly or quarterly results, the 14-day period prior to the AGM, and any period
during which a director may be aware of undisclosed price-sensitive information. In addition, clause 3.1(4)
of the Trading Policy prohibits directors and executives from dealing in securities within the period from
receipt of the Board Pack to the directors' meeting;
4. in accordance with clause 3.5 of the Trading Policy, directors are required to notify the Company Secretary
immediately upon acquiring or disposing of a relevant interest in any securities of the Company, and the
Company Secretary is responsible for preparing and lodging the requisite Appendix 3Y within the
timeframe required by the Listing Rules; and
5. in accordance with section 10.2 of ASX Guidance Note 27, directors and key management personnel are
periodically provided with reminders and training regarding their obligations under the Trading Policy, and
are required to acknowledge their awareness of, and compliance with, the policy.
In addition to the existing arrangements outlined above, the Company intends to take the following further steps
to strengthen future compliance:
1. requiring directors to provide copies of trade confirmations or broker instructions to the Company Secretary
following execution, to enable verification that approved transactions have been carried out as cleared; and
2. undertaking a review of the Trading Policy to ensure it remains fit for purpose and is tailored to the
Company's particular circumstances, including by reference to the matters set out in ASX Guidance Note
27. This review will consider, among other things, whether additional provisions are required to address
dealings by closely connected persons and entities of directors (including family trusts and joint trustees),
as contemplated by section 3.2 of ASX Guidance Note 27.
Question 3: Please confirm that WRK is complying with the Listing Rules and, in particular, Listing Rule
3.
In response to Question 3, the Company confirms that it is in compliance with the Listing Rules and, in particular,
Listing Rule 3.1. The Company has established continuous disclosure processes and procedures designed to
ensure ongoing compliance with its obligations under Listing Rule 3.1. The Board receives regular updates on the
Company's disclosure obligations and the Company Secretary has day-to-day responsibility for monitoring and
coordinating the Company's compliance with its continuous disclosure obligations.
Question 4: Please confirm that WRK’s responses to the questions above have been authorised and
approved under its published continuous disclosure policy or otherwise by its board or an officer of WRK
with delegated authority from the board to respond to ASX on disclosure matters.
In response to Question 4, the Company confirms that this letter and the responses contained herein have been
authorised and approved by the Board of Wrkr Ltd.
The Company trusts that the above responses adequately address the matters raised in the ASX Letter. Should
ASX require any further information or clarification, please do not hesitate to contact the undersigned.
Yours sincerely,
Daniel Petravicius
Company Secretary
Wrkr Ltd
ASX Limited [[Listings]] ASX Customer Service Centre 131 279 | asx.com.au
#11122157v3
10 September 2026
Mr Daniel Petravicius
Senior Company Secretary – Governance
Source
By email only.
Dear Mr Petravicius
Wrkr Ltd (‘WRK’): Trading during a closed period
ASX refers to the following:
A. WRK’s announcement titled ‘Change of Director's Interest Notice (Emma Dobson)’ lodged on the ASX Market
Announcements Platform (‘MAP’) on 20 July 2026 (the ‘Appendix 3Y’). The Appendix 3Y stated that trading
in securities occurred during a closed period under WRK’s trading policy where prior written clearance was
required and disclosed:
Prior written clearance was given for trading which does not result in a change in Emma Dobson’s
beneficial ownership/control of Wrkr’s shares. However, due to a misunderstanding between Emma
Dobson and her associates, the relevant shares were mistakenly sold on-market to third parties instead
of being transferred off market to an account beneficially owned by Emma Dobson.
B. WRK’s announcement titled ‘Quarterly Activity Report and Appendix 4C’ lodged on MAP on 22 July 2026.
C. WRK’s trading policy lodged on MAP on 31 October 2022 (the ‘Trading Policy’), which is also available on
WRK’s website and which states, among other things, the following:
Directors, employees and contractors will generally not be allowed to deal in securities of the Company
as a matter of course in the following periods:
1. within the period of 14 days prior to the release of annual, half yearly or quarterly results;
2. within the period of 14 days prior to the Annual General Meeting; and
3. in relation to each particular director, employee and contractor, if there is a risk that the director,
employee or contractor is aware of price sensitive information that has not been disclosed because
of an ASX Listing Rule exception.
D. Listing Rule 12.9, which states:
An entity must have a trading policy that complies with the requirements of ASX Listing Rule 12.12. An
entity must give its trading policy to the market announcements office for release to the market.
E. Section 2 of Guidance Note 27, which states [footnotes excluded]:
Good governance therefore demands that an entity has in place a fit-for-purpose trading policy, tailored
to its particular circumstances, that regulates when and how its directors and senior executives may
trade in its securities. The purpose of such a policy is not only to minimise the risk of insider trading but
also to avoid the appearance of insider trading and the significant reputational damage that may cause.
As mentioned previously, an entity must give a copy of its trading policy to ASX for release to the market.
This allows the market to judge whether the trading policy is indeed fit-for-purpose and more generally
to form a view on the governance standards adhered to by the entity.
2/2
ASX Customer Service Centre 131 279 | asx.com.au
#11122157v3
Request for information
Having regard to the above, ASX asks WRK under Listing Rule 18.7 to respond separately to each of the following
questions.
1. What disciplinary or remedial action has the board of WRK taken, or is the board of WRK proposing to take,
in relation to the apparent breach of WRK’s Trading Policy?
2. Please explain what arrangements WRK has in place with its directors to ensure that it is able to meet its
disclosure obligations under Listing Rule 3.19A and outline any additional steps WRK intends to take to ensure
future compliance with its Trading Policy.
3. Please confirm that WRK is complying with the Listing Rules and, in particular, Listing Rule 3.1.
4. Please confirm that WRK’s responses to the questions above have been authorised and approved under its
published continuous disclosure policy or otherwise by its board or an officer of WRK with delegated authority
from the board to respond to ASX on disclosure matters.
When and where to send your response
Your response is required as soon as reasonably possible and, in any event, by no later than 9:30 AM AEST
Tuesday, 15 September 2026. You should note that if the information requested by this letter is information
required to be given to ASX under Listing Rule 3.1 and it does not fall within the exceptions mentioned in Listing
Rule 3.1A, WRK’s obligation is to disclose the information ‘immediately’. This may require the information to be
disclosed before the deadline set out in the previous paragraph and may require WRK to request a trading halt
immediately.
Your response should be sent by e-mail to ListingsComplianceSydney@asx.com.au. It should not be sent directly
to the ASX Market Announcements Office. This is to allow ASX to review your response to confirm that it is in a
form appropriate for release to the market, before it is published on the ASX Market Announcements Platform.
Suspension
If you do not respond to this letter by the time specified above, ASX may suspend trading in WRK’s securities
under Listing Rule 17.3.
Release of correspondence between ASX and entity
ASX reserves the right to release all or any part of this letter, your reply and any other related correspondence
between us to the market under Listing Rule 18.7A. The usual course is for the correspondence to be released
to the market.
Yours sincerely
ASX Compliance
Share your feedback
Discover