CONTINUOUS DISCLOSURE: LISTING RULES 3

1 ASX LISTING RULES Guidance Note 8 ASX LISTING RULES Guidance Note 8 Page 1 XX January 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"? 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 ?

2 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 [XX/01/13]. 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 .

3 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. 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 XX January 2013 Table of contents 1.

4 Introduction 4 2. An overview of the CONTINUOUS disclosure decision process 4 3. LISTING Rule the obligation to disclose market sensitive information immediately 6 What type of information has to be disclosed? 6 When is information market sensitive? 8 The need to assess information in context 9 When does an entity become aware of information? 10 The meaning of immediately 11 How can trading halts be used to manage a listed entity s obligations under LISTING Rule 12 The approach ASX takes to requests for disclosure-related trading halts 13 Does the board need to approve an announcement under LISTING Rule 14 What other steps can a listed entity take to facilitate compliance with LISTING Rule 16 How does LISTING Rule interact with other disclosure obligations?

5 17 Who can make an announcement under LISTING Rule 18 Can an announcement under LISTING Rule be embargoed? 18 What form should an announcement under LISTING Rule take? 18 Guidelines on the headers to announcements under LISTING Rule 18 Guidelines on the contents of announcements under LISTING Rule 19 Announcements must be given to ASX first 20 What if information is released to someone else before it is given to ASX? 21 What steps does ASX take when it receives an announcement under LISTING Rule 21 Dual listed entities 22 Commercially sensitive information 22 Disclosure must be made even if it is contrary to the short term interests of the entity 23 Disclosure must be made even if it is contrary to contractual commitments 23 Suspended entities 23 4.

6 LISTING Rule the exceptions to immediate disclosure 24 General 24 LISTING Rule the categories of information excluded 24 Breach of law to disclose 24 Incomplete proposals or negotiations 24 Matters of supposition or that are insufficiently definite to warrant disclosure 26 Information generated for the internal management purposes of the entity 26 Trade secrets 27 LISTING Rule the requirement for information to be confidential 27 LISTING Rule the reasonable person test 29 Entities in financial difficulties 30 5. LISTING Rule correcting or preventing false markets 31 What is a false market ? 31 ASX s powers to correct or prevent a false market 31 What form should a disclosure under LISTING Rule take? 31 Responding to comment or speculation in media or analyst reports 31 Market rumours 33 Dealing proactively with potential false market situations 34 6.

7 Particular disclosure issues 34 Earnings guidance 34 De facto earnings guidance 34 Earnings surprises 35 Correcting analyst forecasts 38 Explorations and production targets 39 ASX LISTING RULES Guidance Note 8 ASX LISTING RULES Guidance Note 8 Page 3 XX January 2013 7. ASX s enforcement practices 39 Monitoring and surveillance 39 The action ASX takes when it detects abnormal trading 40 Price query letters 41 Aware letters 42 Complaints or allegations of non-compliance 43 Requests for further information 43 Referrals to ASIC 43 Other enforcement action by ASX 45 Evidentiary matters 45 Annexure A: Worked examples of the operation of LISTING Rule 46 Example A material acquisition 46 Example B control transaction 47 Example C security issue 50 Example D material mineral discovery 53 Example E material law suit 54 Example F material difference in earnings compared to earnings guidance 56 Example G material difference in earnings compared to consensus estimates 56 Example H other examples illustrating some of the principles in Guidance Note 8 57 Annexure B.

8 Relevant provisions of the Corporations Act 62 The statutory requirement for timely disclosure 62 The consequences for a listed entity in failing to make timely disclosure 62 The consequences for directors, secretaries and other officers in failing to make timely disclosure 63 The statutory prohibitions against false or misleading disclosures 63 The statutory duty to implement proper information reporting systems 64 Annexure C: Guidance on compliance policies 66 The recommendations of the ASX Corporate Governance Council 66 ASIC Regulatory Guide 62 67 Additional guidance 68 ASX LISTING RULES Guidance Note 8 ASX LISTING RULES Guidance Note 8 Page 4 XX January 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).

9 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. LISTING rule does not apply to particular information while each of the following requirements is satisfied in relation to the information: One or more of the following 5 situations applies: It would be a breach of a law to disclose the information; The information concerns an incomplete proposal or negotiation; The information comprises matters of supposition or is insufficiently definite to warrant disclosure; The information is generated for the internal management purposes of the entity; or The information is a trade secret; and The information is confidential and ASX has not formed the view that the information has ceased to be confidential; and A reasonable person would not expect the information to be disclosed.

10 If ASX considers that there is or is likely to be a false market in an entity s securities, and asks the entity to give it information to correct or prevent a false market, the entity must give ASX the information it asks for. These RULES apply to all entities admitted to the ASX Official List in the ASX LISTING category, including entities that are established in countries other than Australia. They also apply to entities in the ASX Debt LISTING category, but only in relation to their debt They do not apply to entities in the ASX Foreign Exempt LISTING Compliance with LISTING Rule is critical to the integrity and efficiency of the ASX market and other markets that trade in ASX quoted securities or derivatives of those Reflecting this, Parliament has given the rule statutory force in section 674 of the Corporations Act 2001 (Cth).