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MALIBU BOATS, INC.
INSIDER TRADING POLICY

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Suppliers, vendors, dealers and other third parties that contract or have significant relationships with Malibu Boats, Inc. (the “Company”) should be aware that you may be subject to substantial penalties under federal securities laws for the illegal use of material, nonpublic information in connection with the purchase or sale of the Company’s securities. You may also become subject to these penalties if you pass or “tip” material, nonpublic information to others, even if you don’t trade in the Company’s securities yourself or benefit from the trades of others.

These penalties could include criminal fines of, currently, as much as $5,000,000, a civil penalty of up to three times the profit gained or the loss avoided from the illegal trade and a jail term of up to 20 years. The penalties for the Company and its supervisory personnel, if they fail to take appropriate steps to prevent illegal insider trading, currently include a civil penalty of up to the greater of $1,000,000 or three times the profit gained or loss avoided as a result of the violation and a criminal penalty of up to $25,000,000.

You should keep in mind that, in the event that your securities transactions become the subject of scrutiny, they will be viewed after-the-fact with the benefit of hindsight. As a result, before engaging in any transaction, you should carefully consider how the Securities and Exchange Commission (“SEC”) and others might view your transaction in hindsight.

The Company has adopted an Insider Trading Policy (the “Policy”) to help avoid even the appearance of the illegal use of material, nonpublic information on the part of anyone associated with the Company, including the directors, officers, employees and principal stockholders of the Company and its subsidiaries and any other person who from time to time has access to inside information regarding the Company or its subsidiaries by virtue of his or her position or relationship with the Company.

1. No Trading While In The Possession of Material, Nonpublic Information.

If you possess any material, nonpublic information relating to the Company, then neither you nor any related person may trade in the Company’s securities, or engage in any other action to take advantage of that information. “Securities” include not only stocks, bonds, notes and debentures, but also options, warrants and similar instruments. For the avoidance of doubt, as used in the Policy, “securities” includes Class A Common Stock and Class B Common Stock of the Company, stock options, restricted stock units, restricted stock, stock appreciation rights and similar equity awards granted under any equity plan of the Company and membership or other equity interests in any subsidiary of the Company, including units of Malibu Boats Holdings, LLC.

In addition, neither you nor any related person may communicate or “tip” that information to others.

For purposes of the Policy:

  • “Material” information is any information that a reasonable investor would consider important in a decision to buy, sell or hold securities. Any information that could reasonably be expected to affect the price of the Company’s securities should be considered material. Both positive and negative information may be material. Common examples of information that will frequently be regarded as material are:
    • (i) significant acquisitions;
    • (ii) matters involving significant new products or services;
    • (iii) matters relating to new financing;
    • (iv) gain or loss of a substantial vendor or customer;
    • (v) entering into a significant contract;
    • (vi) projections by a corporation’s officers of future earnings or losses;
    • (vii) a pending or proposed merger or acquisition, or a tender offer or exchange offer;
    • (viii) information about a major joint venture;
    • (ix) a significant sale of assets;
    • (x) changes in dividend policies, the declaration of a stock split or the offering of additional securities;
    • (xi) impending bankruptcy or financial liquidity problems;
    • (xii) changes in management; or
    • (xiii) significant litigation
  • “Nonpublic” information is information that is not generally available to the public. Whether information is generally available to the public is a question of fact.

It is improper for you to trade the Company’s securities before the public has had a reasonable opportunity to receive and consider a public announcement by the Company of material, nonpublic information, including earnings releases. The Company believes that, as a rule of thumb, information about the Company will be generally known to the public once two full business days have elapsed from the disclosure of such information through broad distribution to the public in a non-exclusionary manner, such as via a press release or the inclusion of such information in a Form 8-K, 10-Q or 10-K filed with the SEC. Until inside information is disseminated in such a manner, you should assume that such information has not yet been released to the public and should refrain from unauthorized discussion or disclosure of such information. Therefore, if you are aware of material, nonpublic information, you may not trade in the Company’s securities until such information has been available to the public for two full business days. For example, if a public announcement or press release of material, nonpublic information is made or issued before the market opens on a Monday or after the market closes on a Friday, you would not be permitted to trade until the following Wednesday.

The Policy also applies to your family members who reside with you (including a spouse, a child, a child away at college, stepchildren, grandchildren, parents, stepparents, grandparents, siblings and in-laws), anyone else who lives in your household and any family members who do not live in your household but whose transactions in Company securities are directed by you or are subject to your influence or control, such as parents or children who consult with you before they trade in Company securities (collectively referred to as “Family Members”). Further, the Policy applies to any entities that you influence or control, including any corporations, partnerships or trusts (collectively referred to as “Controlled Entities”). You are responsible for the compliance of the Policy by your Family Members and Controlled Entities. These restrictions also apply to your transactions in the Company’s securities even after your relationship with the Company has ceased. If you are in possession of material, nonpublic information when your relationship with the Company terminates, you may not trade in the Company’s securities until that information has become public or is no longer material.

Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure) are no exception. Even the appearance of an improper transaction must be avoided.

2. Restrictions on Distribution of Information About the Company.

The Company is required under federal securities laws to avoid the selective disclosure of material, nonpublic information. You may not disclose information to anyone outside the Company, including Family Members and friends, other than in accordance with procedures established by the Company. You also may not discuss the Company or its business in or on an Internet social networking site or message board or other similar forum under any circumstances.

3. Questions

If you have any questions regarding the Policy or any of the matters covered herein, please contact the Company’s Chief Financial Officer, who may be reached by telephone at (865) 458-5478 or at Malibu Boats, Inc., 5075 Kimberly Way, Loudon, Tennessee 37774.

THE CONTENT OF THIS DOCUMENT IS CONSIDERED PROPRIETARY, COMMERCIAL CONFIDENTIAL AND IS THE PROPERTY OF MALIBU BOATS, INC. ANY UNAUTHORIZED USE OR DISTRIBUTION IS PROHIBITED.