Resource Generation : Updated Securities Trading Policy

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Resource Generation Limited ACN 059 950 337 Securities trading policy

1. Background

2. The principal insider trading prohibition is section 1043A of the Corporations Act. Subject to limited exceptions, it prohibits a person (insider) who has Inside Information relating to Company Securities or the Securities of another entity from:

3. dealing in relevant Securities;

4. procuring another person to do so; or

5. in relation to quoted securities, communicating, directly or not, Inside Information to someone else when the insider knows, or ought reasonably to know, that the other person would or is likely to:

6. Deal in relevant Securities; or

7. procure another person to do so.

8. It does not matter how the insider received the information.

9. Insider trading is a criminal offence, punishable by substantial fines, imprisonment or both. The Company may also be liable if a Designated Officer or Employee engages in insider trading.

10. Insider trading may also attract civil penalties. A court may impose substantial pecuniary penalties, and order compensation paid to persons suffering related loss or damage, and impose banning orders prohibiting participation in the management of a corporation.

    
    

11. Interpretations

    Capitalised words and phrases are defined terms. For definitions, see clause 17.

    
    

12. Introduction

13. Securities of the Company are quoted on ASX and JSE.

14. This policy outlines:

15. when Designated Officers, Employees and Associates must not Deal in Company Securities;

16. when Designated Officers, Employees and Associates must not Deal in quoted Securities of another entity; and

17. certain limited exceptions.

    
    

18. What is Inside Information?

19. Inside Information is information that:

20. is not generally available; and

21. if it were generally available, would, or would be likely to, influence persons who normally invest in securities in deciding whether to acquire or dispose of the relevant securities.

22. Information is generally available if it:

23. is readily observable;

    
    

24. has been made known in a way that is likely to bring it to the attention of persons who normally invest in the relevant type of securities, and a reasonable time for the information to be circulated has since passed; or

    
    

25. consists of deductions, conclusions or inferences drawn from information that has been made known in that way or is readily observable.

26. Inside Information is also called 'material price-sensitive information'. It need not relate only to the Company. It could also be information about a customer, or supplier of the Company, or a party with whom the Company is discussing future opportunities or negotiating a significant transaction.

27. In order to minimise the risk of insider trading, the Company must immediately disclose to the market material price-sensitive information not otherwise excluded from the disclosure, as set out in the Company's continuous disclosure policy.

28. Material price sensitive information is Inside Information even if it does not trigger a disclosure obligation under the continuous disclosure regime.




29. What is Dealing in Securities?

30. Dealing in Securities includes:

    
    

31. applying for, acquiring or disposing of, Securities;

    
    

32. entering into an agreement to do so; or

    
    

33. granting, accepting, acquiring, disposing, exercising or discharging an option or other right or obligation to acquire or dispose of Securities.

    
    

34. Dealing in Company Securities can include, but is not limited to:

    
    

35. buying or selling Company Securities by way of an on-market or off-market transaction;

    
    

36. granting, acquiring or disposing of a beneficial interest in Company Securities, such as through a trust that holds Company Securities;

    
    

37. applying for, acquiring or exercising options or rights over Company Securities;

    
    

38. acquiring Company Securities (or an interest in them) under any employee share plan operated by the Company;

    
    

39. accepting, or taking up entitlements under, a dividend reinvestment plan, rights issue, bonus issue, share purchase plan or any other offer of Securities made by the Company;

    
    

40. accepting an offer under a takeover bid for Company Securities;

    
    

41. entering into a Derivative; and

    
    

42. agreeing to do any of the above things.

43. When Employees or their Associates must not Deal

    An Employee (who is not a Designated Officer) or their Associate must not, in any circumstances, Deal or procure another person to Deal in Company Securities or quoted Securities of another entity if they have Inside Information in relation to Company Securities or Securities relating to that other entity.

    
    

44. When a Designated Officer or their Associates must not Deal

45. A Designated Officer or his or her Associate must not, in any circumstances, Deal or procure another person to Deal in Company Securities if he or she has Inside Information in relation to Company Securities.

46. A Designated Officer or his or her Associate must not, in any circumstances, Deal or procure another person to Deal in Securities relating to another entity if they have Inside Information in relation to those Securities.

47. A Designated Officer or their Associate must not Deal or procure another person to Deal in Company Securities during a Closed Period.

    
    

48. Closed Periods are:

    
    

49. the period commencing one month prior to the scheduled release of the Company's half- yearly results to ASX [and JSE] and ending 24 hours after such release; and

    
    

50. the period commencing one month prior to the scheduled release of the Company's full year results to ASX [and JSE] and ending 24 hours after such release; and

    
    

51. the period commencing two weeks prior to the Company's annual general meeting and ending 24 hours after the annual general meeting; and

    
    

52. the period commencing two weeks prior to the scheduled release of the Company's Quarterly Activities Report and Cashflow to ASX [and JSE] and ending 24 hours after such release; and

    
    

53. any additional period that the Board may specify from time to time.

    
    

54. The Closed Period trading prohibition does not limit any other obligations of Designated Officers prescribed by this policy.

    
    

55. Notification of periods when trading is permissible

    The Company Secretary will endeavour to notify each Designated Officer of times when he or she is permitted to buy or sell Company Securities.

    
    

56. Exceptions

57. An Employee (who is not a Designated Officer) or his or her Associate may Deal or procure another person to deal in Company Securities if he or she does not have Inside Information in relation to Company Securities.

58. A Designated Officer or his or her Associate may Deal or procure another person to Deal in Company Securities outside of the Closed Periods if he or she does not have Inside Information in relation to Company Securities and the Designated Officer has provided notification in accordance with clause 10.

59. A Designated Officer or his or her Associate may Deal in Company Securities during a Closed Period only if he or she has obtained Clearance in accordance with clause 10.2, or an exception applies under clause 9.4).

    
    

60. Clause 9.3 prohibitions do not apply to Dealing by a Designated Officer or his or her Associate that involves or results directly from any of the following, provided that the Designated Officer has provided notification in accordance with clause 10:

    
    

61. Dealing in Company Securities under an offer or invitation made by the Company to all or most of its ordinary shareholders - such as an offer or invitation under a rights issue, bonus issue, share purchase plan, dividend reinvestment plan, equal access buy- back or in lieu of a cash dividend (and including, without limitation, decisions relating to whether or not to take up entitlements, and the sale of entitlements required to provide for the take-up of the balance of entitlements, under a renounceable rights issue) - or under an equal reduction of capital undertaken by the Company;

    
    

62. undertaking to accept, or accepting, an offer for Company Securities made under a takeover bid or disposing of Company Securities under a court-approved compromise or arrangement under Part 5.1 of the Corporations Act;

    
    

63. Dealing in units of or interests in, a fund or other scheme (other than a scheme investing primarily in Company Securities) whereby the assets of that fund or scheme are invested at a third party's sole discretion;

    
    

64. where the Designated Officer or his or her Associate is the trustee of a trust, Dealing in Company Securities by that trust provided that neither the Designated Officer nor any Associate is a beneficiary of the trust and any decision to trade during a prohibited period is taken entirely independently of the Designated Officer or his or her Associate;

    
    

65. disposal of Company Securities effected by a change in the trustee of a trust;

    
    

66. accepting an offer to acquire Company Securities, or acquiring Company Securities, under any employee share plan that the Board from time to time determines is a plan to which this clause 9.4 applies;

    
    

67. the exercise (but not the sale of Company Securities following exercise) of an option or right under an employee share plan, or the conversion of a convertible security, where the final date for exercise or conversion falls during a prohibited period; and the Company has been in an exceptionally long prohibited period or has had a number of consecutive prohibited periods and exercise or conversion could not reasonably have occurred outside a prohibited period;

    
    

68. the forfeiture, lapse, cancellation or surrender of Company Securities under an employee share plan; or

    
    

69. an off-market transaction involving the transfer or other disposal of Company Securities between a Designated Officer or Associate and any of the following:

    
    

70. an Associate of the relevant Designated Officer (or, in the case of an Associate, the Designated Officer);

71. a company, trust or other entity over which the relevant Designated Officer or Associate of that Designated Officer has control or significant influence (whether alone or jointly with any of their close Associates); or