DEEP YELLOW LIMITED — Governance Information 2010

Dec 16, 2010

SECURITY TRADING POLICY

This policy is separate from and additional to the legal constraints imposed by the common law, the Corporations Act and the ASX Listing Rules .

This policy applies to all Directors and employees of the Company and their associates (including spouses, children, family trust and family companies) as well as contractors, consultants, advisers and auditors of the Company (‘Designated Persons’).

It is illegal to trade in the Company’s securities while in possession of unpublished price sensitive information concerning the Company (‘Inside Information’). Under the Corporations Act a person with Inside Information must not, and must not procure another person, to deal in the securities of a body corporate or enter into an agreement to deal in the securities of a body corporate. Inside Information is defined in the Corporations Act as information that:

• is not generally available; and

• if it were generally available, a reasonable person would expect it to have a material effect on the price or value of the securities of the body corporate.

General Prohibition on Insider Trading

All Designated Persons are prohibited from trading in the Company’s securities while in possession of Inside Information concerning the Company. In addition, while in possession of Inside Information Designated Persons must not advise others to trade in the Company’s securities or communicate the information to another person knowing that the person may use the information to trade in, or procure someone else to trade in, the Company’s securities.

Unpublished price sensitive information or Inside Information is information which the market is not aware of and that a reasonable person would expect to have a material effect on the price or value of the Company’s securities or influence persons who commonly invest in Securities in deciding whether or not to buy or sell the Company’s securities, and includes but are not limited to:

• a proposed major acquisition or disposition;

• a significant business development or a proposed change in the nature of the Company’s business;

• details of material contracts that are being negotiated by the Company;

• potential litigation that would have a substantial effect on the Company;

• a proposed change to the share capital structure of the Company; and

• a major change to the Board or senior management.

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SECURITY TRADING POLICY

Adopted by DYL Board on 17 November 2010

Restrictions on Short-Term Trading

The Company encourages Directors and employees to adopt a long-term attitude to their investment in the Company’s securities. Consequently, Directors and employees are discouraged from engaging in short-term or speculative trading of the Company’s securities

Notification of Proposed Trade in Company Securities

Directors

Prior to trading in (either buying or selling) the Company’s securities, Directors must notify the Chairman (or in the case of the Chairman he must notify the Chairman of the Audit Committee) of their intention to trade and confirm that they are not in possession of any unpublished price sensitive information.

Employees

Prior to trading in (either buying or selling) the Company’s securities, employees must notify the Managing Director of their intention to trade and confirm that they are not in possession of any unpublished price sensitive information.

Breaches of this policy will be subject to disciplinary action, which may include termination of employment.

The requirement to provide notice of an intention to trade in the Company’s securities does not apply to the acquisition of securities acquired through the exercise of options previously issued by the Company. However the requirement does apply to the trading of the securities once they have been acquired.

Notification of Trade in Company Securities

Directors must also notify the Company Secretary of any trade in the Company’s securities within 5 days of such trade occurring so that the Company Secretary can comply with the ASX Listing Rule 3.19A requirement to notify the ASX of any change in a notifiable interest held by a Director.

Restricted Employees

Additional restrictions are placed on trading by Directors, Executive General Managers, General Managers and other key management personnel as determined by the Chairman and Company Secretary from time to time, (‘Restricted Employees’).

Additional Restrictions

• Closed Periods

In addition to the overriding prohibition against dealing in the Company's securities when a person is in possession of inside information, Restricted Employees and their associated parties[(1)] are at all times prohibited from dealing in the Company's securities during the prescribed ‘closed’ periods. Closed Periods will run from the end of the financial quarter up to the day after the release date of the quarterly report.

Closed periods may be varied by the Board of Directors from time to time (in accordance with the listing rules) and circulated, with appropriate notice, to all Restricted Employees.

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(1) Associated parties - all Directors, officers and employees have a personal responsibility to ensure that his or her ‘associated parties’ (being immediate family (including a spouse (or equivalent) or dependent), family company or trust) complies with the same respective restrictions as apply to them.

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SECURITY TRADING POLICY

Adopted by DYL Board on 17 November 2010

• Written Acknowledgement

Additionally, all Restricted Employees must apply for written acknowledgement (see application form at Annexure A which also states those authorised to give written acknowledgement), to gain authority to, whether in their own capacity or as an agent for another, subscribe for, purchase or sell, or enter into an agreement to subscribe for, purchase or sell, any securities (i.e. shares or options) in the Company, its Subsidiaries or related Companies.

The Insider Trading and Closed Period provisions will not usually apply to the exercise of employee or executive options. Dependant on the circumstances at the time, any potential application of the provisions will be advised in response to a notice to exercise options. The policy does however, apply to any sale of Company securities acquired on the exercise of options or vesting of share rights, including sales as part of a broker-assisted cashless exercise of an option, or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option.

Prohibition on Hedging

Directors, Officers and employees must not engage in hedging arrangements (including, for example, the use of put and call options or other derivative instruments) over unvested Securities issued pursuant to any employee or Director option or share plan. In addition, any hedging over vested Securities must comply with this Policy.

Exceptional circumstances

In exceptional circumstances, where it is the only reasonable course available to the Director, officer or employee, clearance may be given for them to sell (but not to purchase) Company securities when they would otherwise be prohibited from doing so but not while there exists any matter which constitutes Inside Information in relation to the Company securities. Such clearance may be obtained by filling out the Application for Written Acknowledgment form attached at Annexure A, where it also states levels of authority needed for clearance. If clearance is obtained it is only valid in respect to a specific transaction and is valid for 48 hours, or less if the Company becomes aware of Inside Information in relation to Company securities.

An example of the type of circumstance which may be considered exceptional for these purposes would be

• (a) severe financial hardship;

• (b) in order to comply with an undertaking given to, or an order by, a court; or

• (c) such other exceptional circumstances as may from time to time be determined by the Chairman, or in his absence, the Board or the Managing Director.

Exceptions to the policy: Restricted Persons may at any time:

• (a) acquire ordinary shares in the Company by conversion of securities giving a right of conversion to ordinary shares (but may not sell all or any of the shares received upon exercise of the options other than in accordance with this policy);

• (b) acquire Company Securities under a bonus issue made to all holders of securities of the same class;

• (c) acquire Company Securities under a dividend reinvestment plan, a rights issue or a share purchase plan that is available to all holders of securities of the same class;

• (d) acquire, or agree to acquire, options under a Company share option plan;

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SECURITY TRADING POLICY

Adopted by DYL Board on 17 November 2010

• (e) exercise options acquired under a Company share option plan (but may not sell all or any of the shares received upon exercise of the options other than in accordance with this policy);

• (f) transfer the Company Securities already held into a superannuation fund or other saving scheme in which the Designated Person is a beneficiary, subject to ensuring the transfer does not contravene the laws prohibiting insider trading;

• (g) invest in, or trade unit of, a fund or other scheme where the assets of the fund or other scheme are invested at the discretion of a third party; or

• (h) accept a takeover offer.

Patrick Mutz Martin Kavanagh Managing Director Executive Director

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SECURITY TRADING POLICY – ANNEXURE A

Adopted by DYL Board on 17 November 2010

Annexure A: Application for Written Acknowledgement Prior to Dealing in the Securities of Deep Yellow Limited, its Subsidiaries and Related Companies

Name: .......................................................................................... (BLOCK CAPITALS PLEASE)

Securities as indicated below:

Company Name: Class Of Securities (Eg: Ordinary Shares) Registered in the Name of: (See Note 1) Nature of Interest: (See Note 2) Nature of Transaction: (See Note 3)

As far as I am aware, I am not in possession of any unpublished price-sensitive information in relation to Deep Yellow Limited, its subsidiaries and related companies. If this should change before the transaction is completed I undertake not to proceed.

Please provide acknowledgement by counter-signing and returning a duplicate of this form.

Signed: ..................................................................

Date: ..............................................................

Permission given on the basis that the transaction is completed by no later than close of business on:

............................................................................................ (Generally within 48 hours of approval) Signed: ................................................................. Date: ............................................. (Please see overleaf for signing authorities) Notes:

1. Registered in the Name of: Give full name and if not yourself state the connection to yourself 2. Nature of Interest: Specify precisely, i.e: personally, joint holding or as trustee 3. Nature of Transaction: Specify precisely, e.g: sale of shares

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SECURITY TRADING POLICY – ANNEXURE A

Adopted by DYL Board on 17 November 2010

Authorisation levels:

• in the case of an employee or his or her associate, the Company Secretary, Managing Director or Chairman

• in the case of an officer or his or her associate, the Company Secretary, Managing Director or Chairman

• in the case of a Director or his or her associate, the Chairman

• in the case of the Chairman or his or her associate, the Chairman of the Audit Committee

Contact details:

Mervyn Greene Chairman C/- Deep Yellow Limited Level 1, 329 Hay Street Subiaco, Western Australia 6008 Tel: +61 (8) 9286 6999 Fax: +61 (8) 9286 6969 mervyn@deepyellow.com.au

Patrick Mutz Managing Director/CEO Deep Yellow Limited Level 1, 329 Hay Street Subiaco, Western Australia 6008 Tel: +61 (8) 9286 6999 Fax: +61 (8) 9286 6969 patrick@deepyellow.com.au

Mark Pitts Company Secretary C/- Deep Yellow Limited Level 1, 329 Hay Street Subiaco, Western Australia 6008 Tel: +61 (8) 9286 6999 Fax: +61 (8) 9286 6969 mark@deepyellow.com.au

Rudolf Brunovs

Non executive Director (Chairman - Audit Committee) Deep Yellow Limited Level 1, 329 Hay Street Subiaco, Western Australia 6008 Tel: +61 (8) 9286 6999 Fax: +61 (8) 9286 6969 rudolf@deepyellow.com.au

Closed Periods

In addition to the overriding prohibition against dealing in the Company's securities when a person is in possession of inside information, Directors, Executive General Managers, General Managers and other key management personnel as determined by the Chairman and Company Secretary from time to time, (‘Restricted Employees’) are at all times prohibited from dealing in the Company's securities during the prescribed Closed Periods. These periods will run from the end of the financial quarter up to the day after the release date of the relevant quarterly report.

The Closed Periods may be varied by the Board and in addition the Board may wish to introduce ad-hoc periods. Appropriate notice will be required to be given to all Restricted Employees.

Additional restrictions are placed on trading by Directors.

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