PRL GLOBAL LTD — Governance Information 2010

Dec 29, 2010

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CI RESOURCES

Securities trading policy

1. Introduction

This securities trading policy sets out CI Resources Limited’s policy regarding the sale and purchase of Company securities by its Directors, Officers and Employees in securities issued by the Company. This policy is separate from, and additional to, the legal constraints imposed by the common law, Corporations Act and ASX Listing Rules.

This policy imposes basic trading restrictions on all directors and employees of the Company and its related entities who possess inside or unpublished price sensitive information. Additional trading restrictions apply to:

• All directors, and any of their associates;

• Key management personnel, as defined in Australia Accounting Standard AASB 124: Related Party Disclosure; and

• Any other employees, contractors or consultants of the Company considered appropriate by the Chairman and Company Secretary from time to time.

This policy sets out:

• a description of what conduct may constitute insider trading;

• a description of the safest times for Directors to buy or sell Company securities in order to minimise the risk of insider trading;

• a description of the times when Company policy prohibits trading in Company securities; and

• the steps for Directors to take when buying or selling Company securities.

2. Definitions

In this policy the following definitions apply unless the context requires otherwise:

“ Close periods” are those period from the end of the financial year or half financial year to the time of release of the annual or half year results.

“Derivatives” are financial products that:

• are issued or created over Company Securities by third parties;

• are associated with Company Securities; or

• operate to limit the economic risk of their security holdings in the Company.

“Securities” includes any listed or unlisted securities, shares, options, warrants, and any other security on issue from time to time.

• “Short-term trading” is holding of a security for 12 months or less.

3. Insider trading laws

3.1. Prohibition under the Corporations Act

A person who possesses price-sensitive information which is not generally available to the market must not –

• (1) buy or sell Company Securities;

• (2) procure someone else to buy or sell Company Securities; or

(3) pass on that information to a third party where that person knows, or ought reasonably to know, that the third party would be likely to buy or sell Company Securities, or procure someone else to buy or sell Company Securities.

3.2. ‘Generally available’ information

Information is ‘generally available’ where the information is:

• readily observable; or

• made known in a manner that would, or would be likely to, bring it to the attention of

• people who commonly invest in the Company's securities or securities of a kind similar to the Company's securities, and a reasonable period has elapsed to allow the information to be disseminated; or

• able to be deduced, concluded or inferred from those types of information. CI Resources publishes information to the market by releasing announcements through the ASX Company Announcements Platform. All announcements made through the ASX are available at www.asx.com.au/shareholder/asxannouncements.

3.3. Price-sensitive information

Price-sensitive information is information which, if it were generally available to the market, would be likely to have a material effect on the price or value of a company’s securities.

3.4. Penalties

Insider trading is a criminal offence. The penalties for an individual engaging in insider trading include a fine of up to $220,000 and a jail term of up to 5 years. The individual and other persons involved may also be liable to compensate third parties for any resulting loss.

3.5. Dealing through third parties

A person does not need to be a Director of the Company to be guilty of insider trading in relation to securities in the Company. The prohibition extends to dealings by Directors through nominees, agents or other associates, such as family members, family trusts and family companies.

4. Guidelines for trading in Company Securities

Additional restrictions on trading in the Company’s securities apply to directors of the Company, all key management personnel and any other employees of the Company considered appropriate by the Chairman and Company Secretary from time to time (Restricted Persons).

4.1. Insider trading prohibited

Directors must not buy or sell securities in the Company when they are in possession of price sensitive information which is not generally available to the market.

4.2. Short-term trading prohibited

Directors must not engage in short-term trading of Company Securities.

4.3. Trading in derivatives prohibited

Directors must not trade in Derivatives of Company Securities.

4.4. Trading in close periods prohibited

Directors must not deal in Company Securities during a Close Period.

4.5. Safest Times to Deal in the Company's Securities

The most appropriate times for Directors to deal in securities in the Company are the four weeks following –

• the release of the Company’s annual results;

• • the release of the Company’s half -yearly results; and

• the Annual General Meeting.

Even at these times, a Director must not trade in Company Securities if one of the prohibitions in this Policy, the Corporations Act or the ASX listing rules apply.

4.6. Trading with Permission during Close Periods

In exceptional circumstances clearance may be given for a Restricted Person to sell (but not to purchase) securities when they would otherwise be prohibited from doing so, but not while there exists any matter which constitutes unpublished price-sensitive information in relation to the Company’s securities. Examples of circumstances where clearance may be given include severe financial hardship where the employee has a pressing financial commitment that cannot be satisfied other than by disposing of the securities, or the sale or disposal of securities under a court order or enforceable undertaking (such as a family court settlement).

The determination on whether to give clearance for trading during a Close Period under exceptional circumstances must be made by the Chairman and at least one other Non-executive Director. Consideration will be given to whether the disposal of securities is the only reasonable course of action available to the Restricted Person.

Permission for trading must be evidenced by prior written communication.

5. Disclosure policy for Directors

The purpose of this disclosure policy is to prevent a situation where, although the legal test for insider trading is not satisfied, adverse perceptions or publicity arise in relation to trading in Company Securities.

A Director may not trade in Company Securities unless –

• the Director has notified the Chairman what security is to be traded;

• the Director has confirmed to the Chairman that he or she is not in possession of price sensitive information that is not generally available to the market; and

• • the Chairman has approved the trade.

In the case of the Chairman intending to trade in the Company’s securities, he must notify and obtain clearance from the Chairman of the Audit Committee or designated Non-executive Director before trading, or giving instructions for trading.

The Chairman must not approve a trade –

• during a close period;

• when any price sensitive information exists in relation to a Company Security which is not generally available; or

• when the trade would otherwise breach this policy.

A Director who has traded in a Company Security must notify the Company as soon as practicable, but in any event within 2 business days of the trade.

6. ASX Notification by Directors

The Corporations Act obliges a Director to notify the ASX within 14 days after any dealing in the Company's shares (either personally or through a third party) which results in a change in the relevant interests of the director in the Company's shares.

The ASX Listing Rules require the Company to notify the ASX of such dealings within 5 business days of such dealings taking place.

Directors have agreed with the Company to provide notice of such dealings to the Company as soon as possible after such dealings to enable the Company to comply with its obligations under the Listing Rules. A notice given by the Company to the ASX under the ASX Listing Rules satisfies the Director's obligations to notify the ASX under the Corporations Act.

7 . Trading Circumstances Excluded from Share Trading Policy

The following forms of trading activity are excluded from the operation of the share trading policy but remain subject to the insider trading provisions of the Corporations Act:

• transfers of securities which result in no change in the beneficial ownership of the person ‘securities;

• transfers of securities already held in a person’s own name into a superannuation fund to which that person is a beneficiary;

• the conversion of convertible securities where the expiry date of the securities occurs during a Close Period;

• the acquisition of securities arises under an offer made to all or most security holders, including a security purchase plan, pro-rate rights issue, bonus issue, dividend re-investment plan and equal access buy-back;

• acceptance of or agreement to accept a takeover offer;

• a disposal of securities that is a result of a secured lender exercising its rights, for example, under a margin loan arrangement.

8. Responsibilities

The Company Secretary is responsible for maintaining this policy and ensuring that it is communicated to Directors and employees.

8. General

This trading policy encourages directors and employees to be long-term holders of the Company’s securities and discourages short-term trading.

The requirements imposed under this policy are separate from and additional to the legal prohibitions in the Corporations Act on insider trading.