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Corporate

Share Dealing Policy

Introduction and Purpose

This policy statement summarises the law relating to insider trading and sets out the policy of the company on directors and employees dealing in Conquest shares and options.

This policy statement is only a summary of complex legal provisions, and should therefore only be used as a general guide, not as legal advice.

Dealings in Group Securities

The insider trading prohibition

If directors or employees have "price-sensitive information" relating to the company which has not been published or which is not otherwise "generally available", it is illegal to:

buy, sell or otherwise deal in Conquest shares or options;
advise, procure or encourage another person (for example, a family member, a friend, a family company or trust) to buy or sell Conquest shares or options; or
pass on information to any other person, if it is known or ought reasonably to be known that the person may use the information to buy or sell (or procure another person to buy or sell) Conquest shares or options.

It is the responsibility of each Director and employee to ensure that they do not do any of the things prohibited by the insider trading law. The consequences for breach of this law may be severe.

What is "price sensitive information"?

Price-sensitive information means information relating to the company that would, if the information were publicly known, be likely to:

have a material effect on the price or value of Conquest shares or options; or
influence persons who commonly invest in securities in deciding whether or not to buy or sell Conquest shares or options.

Examples of possible price-sensitive information include, but are not limited to:

the financial performance of Conquest against its budget;
entry into or termination of a material contract (such as a major joint venture);
a material acquisition or sale of assets by Conquest;
an actual or proposed takeover or merger;
analytical results;
drilling results;
an actual or proposed change to the company's capital structure;
a proposed dividend or a change in dividend policy; or
a material claim again Conquest or other unexpected liability.

When is the information "generally available"?

Information is generally available if:

it consists of readily observable matter;
it has been made known in a manner likely to bring the information to the attention of people who commonly invest in securities of a kind whose price or value might be affected by the information, and since it was made known, a reasonable period for it to be disseminated among such persons has elapsed;
it is derived from information which has been made public; or
it consists of observations, deductions, conclusions or inferences made or drawn from other generally available information.

Consequences for breach of the insider trading prohibition

Breach of the insider trading prohibition by a director, employee or family member could expose them to criminal and civil liability. Breach of insider trading law or this policy will also be regarded by the company as serious misconduct which may lead to disciplinary action and/or dismissal.

Dealings in Shares of Other Companies

If directors or employees have "price sensitive information" relating to a company other than Conquest which is not "generally available" the same insider trading rules outlined above apply to buying and selling shares in that company. In the course of performing duties as an employee of the company, that person may obtain price sensitive information relating to another company in a variety of circumstances. Examples include, but are not limited to the following:

another company may provide price sensitive information about itself to the company in the course of a proposed transaction;
another company with whom the company is dealing may provide price sensitive information about a third company; or
information concerning the company or actions which may be taken by the company (ie. a planned transaction or strategic change) could reasonably have an effect on a third party company.

Apart from the application of the insider trading rules to shares in other companies, employees are also bound by a duty of confidentiality in relation to information obtained in the course of their duties in respect of third parties.