CONTINUOUS DISCLOSURE: LISTING RULES 3.1 3

1 ASX LISTING RULES guidance Note 8 ASX LISTING RULES guidance Note 8 Page 1 1 May 2013 CONTINUOUS DISCLOSURE: LISTING RULES The purpose of this guidance Note To assist listed entities to understand and comply with their CONTINUOUS disclosure obligations under LISTING RULES , and LISTING Rule requires a listed entity to disclose "market sensitive" information to ASX immediately LISTING Rule sets out the exceptions to that general rule LISTING Rule requires information to be disclosed to ASX if ASX asks for it to correct or prevent a false market The main points it covers When is information "market sensitive"?

2 What does "immediately" mean? How to use trading halts to manage disclosure obligations The exceptions to the requirement to disclose immediately What is a false market ? Responding to media/analyst commentary/speculation and market rumours Earnings guidance and earnings surprises ASX's enforcement practices (including price queries and aware letters) Related materials you should read Annexure A: Worked examples of the operation of LISTING Rule Annexure B: Relevant provisions of the Corporations Act Annexure C: guidance on compliance policies guidance Note 12 Significant Changes to Activities guidance Note 14 ASX Market Announcements Platform guidance Note 16 Trading Halts and Voluntary Suspensions History: guidance Note 8 reissued 01/05/13.

3 Previous versions of this guidance Note were issued in 11/98, 09/01, 03/02, 01/03 and 06/05. Important notice: ASX has published this guidance Note to assist listed entities to understand and comply with their obligations under the LISTING RULES . Nothing in this guidance Note necessarily binds ASX in the application of the LISTING RULES in a particular case. In issuing this guidance Note, ASX is not providing legal advice and listed entities should obtain their own advice from a qualified professional person in respect of their obligations. ASX may withdraw or replace this guidance Note at any time without further notice to any person.

4 This guidance Note expresses ASX s views on how certain provisions of the Corporations Act incorporated by reference into the LISTING RULES should be interpreted for the purposes of the LISTING RULES . It should be noted that those views are ASX s views only and that a court may ultimately reach a different view on the interpretation of those provisions. ASX LISTING RULES guidance Note 8 ASX LISTING RULES guidance Note 8 Page 2 1 May 2013 Table of contents 1. Introduction 4 2. An overview of the CONTINUOUS disclosure decision process 4 3. The policy objective of the CONTINUOUS disclosure regime 6 4.

5 LISTING Rule the obligation to disclose market sensitive information immediately 7 What type of information has to be disclosed? 7 When is information market sensitive? 9 The need to assess information in context 11 When does an entity become aware of information? 12 The meaning of immediately 13 The use of trading halts and voluntary suspensions to manage disclosure issues 15 The approach ASX takes to requests for disclosure-related trading halts/voluntary suspensions 18 Does the board need to approve an announcement under LISTING Rule 19 What other steps can a listed entity take to facilitate compliance with LISTING Rule 20 How does LISTING Rule interact with other disclosure obligations?

6 22 Who can make an announcement under LISTING Rule 23 Can an announcement under LISTING Rule be embargoed? 23 What form should an announcement under LISTING Rule take? 23 Guidelines on the headers to announcements under LISTING Rule 23 Guidelines on the contents of announcements under LISTING Rule 24 Announcements must be given to ASX first 26 What if information is released to someone else before it is given to ASX? 27 What steps does ASX take when it receives an announcement under LISTING Rule 27 Dual listed entities 28 Commercially sensitive information 29 Disclosure must be made even if it is contrary to the short term interests of the entity 29 Disclosure must be made even if it is contrary to contractual commitments 29 Suspended entities 30 5.

7 LISTING Rule the exceptions to immediate disclosure 30 General 30 LISTING Rule the categories of information excluded 30 Breach of law to disclose 31 Incomplete proposals or negotiations 31 Matters of supposition or that are insufficiently definite to warrant disclosure 33 Information generated for the internal management purposes of the entity 34 Trade secrets 34 LISTING Rule the requirement for information to be confidential 34 LISTING Rule the reasonable person test 37 Entities in financial difficulties 38 6. LISTING Rule correcting or preventing false markets 39 What is a false market ?

8 39 ASX s powers to correct or prevent a false market 39 What form should a disclosure under LISTING Rule take? 39 Responding to comment or speculation in media or analyst reports and market rumours 39 Dealing proactively with potential false market situations 42 7. Particular disclosure issues 42 Earnings guidance 42 De facto earnings guidance 43 Earnings surprises 43 Correcting analyst forecasts 48 Explorations and production targets 49 ASX LISTING RULES guidance Note 8 ASX LISTING RULES guidance Note 8 Page 3 1 May 2013 8. ASX s enforcement practices 49 Monitoring and surveillance 49 The action ASX takes when it detects abnormal trading 50 Price query letters 51 Aware letters 52 Complaints or allegations of non-compliance 53 Requests for further information 53 Referrals to ASIC 53 Other enforcement action by ASX 55 Evidentiary matters 55 Annexure A.

9 Worked examples of the operation of LISTING Rule 56 Example A material acquisition 56 Example B control transaction 58 Example C security issue 61 Example D material mineral discovery 64 Example E material law suit 65 Example F material difference in earnings compared to earnings guidance 67 Example G material difference in earnings compared to consensus estimates 68 Example H other examples illustrating some of the principles in guidance Note 8 69 Annexure B: Relevant provisions of the Corporations Act 72 The statutory requirement for timely disclosure 72 The consequences for a listed entity in failing to make timely disclosure 72 The consequences for directors, secretaries and other officers in failing to make timely disclosure 73 The statutory prohibitions against false or misleading disclosures 73 The duty to implement proper information reporting systems 74 Annexure C.

10 guidance on compliance policies 76 The recommendations of the ASX Corporate Governance Council 76 ASIC Regulatory Guide 62 77 Additional guidance 78 ASX LISTING RULES guidance Note 8 ASX LISTING RULES guidance Note 8 Page 4 1 May 2013 1. Introduction This guidance Note is published to assist listed entities to understand and comply with their disclosure obligations under LISTING RULES , and of ASX Limited (ASX). These RULES provide: Once an entity is or becomes aware of any information concerning it that a reasonable person would expect to have a material effect on the price or value of the entity s securities, the entity must immediately tell ASX that information.