8 May 2012 Company Announcement Office Australian Securities Exchange Exchange Centre 20 Bridge Street Sydney NSW 2000 Dear Sir / Madam Discovery Metals Limited Securities Trading Policy Pursuant to ASX Listing Rules 12.9 to 12.12, please find attached Discovery Metals Limited s revised Securities Trading Policy. Yours faithfully Gregory Seeto Company Secretary Discovery Metals Limited
POLICY dml DISCOVERY METALS LIMITED SECURITIES TRADING POLICY Purpose To specify when directors, employees, their related parties and other people associated with Discovery Metals Limited and its subsidiaries (Discovery Metals) may Deal in Discovery Metals Securities. Scope of policy This Securities Trading Policy applies to all Discovery Metals' Designated Officers and Employees and their related parties, in relation to when they may Deal in Discovery Metals Securities on any exchange. Guiding principle The core values of Discovery Metals are Respect, Honest, Accountability, Fairness and Trust. Further details are set out in the Shared Values Policy. This Securities Trading Policy is in addition to the insider trading prohibitions set out in the Corporations Act 2001 (Cth) (Corporations Act). If you do not understand any aspect of this Securities Trading Policy, please contact the Disclosure Officer on +61 7 3218 0222. It is recommended that you seek your own professional legal advice before Dealing in any Discovery Metals Securities. Related policies Shared Values Policy Modifying Behavior and Performance Policy Polley Details 1. Definitions 1.1 Defined terms in this Securities Trading Policy have the meanings set out in Attachment 1. 4. Dealings by Designated Officers 4.1 A Designated Officer may only Deal in Discovery Metals Securities: 2. Insider Trading 2.1 Discovery Metals' Designated Officers, Employees and their related parties must not engage in Insider Trading. 2.2 3. 3.1 Insider Trading is a criminal and civil offence under the Corporations Act 2001 (Cth). A person who engages in Insider Trading may be subject to both civil and criminal penalties. Dealings by Employees An Employee (who is not a Designated Officer) may only Deal in Discovery Metals Securities: outside a Closed Trading Period; or within a Closed Trading Period, if the Employee has obtained Written Clearance from the Disclosure Officer and an Exceptional Circumstance applies. 5. 5.1 outside a Closed Trading Period, if the Designated Officer has obtained Written Clearance from the Disclosure Officer; and within a Closed Trading Period, if the Designated Officer has obtained Written Clearance from the Disclosure Officer and an Exceptional Circumstance applies. Written Clearance On written application from an Employee or Designated Officer (the Applicant), the Disclosure Officer may provide Written Clearance if: the Disclosure Officer has been provided with all relevant information in respect of the proposed Dealing by the Applicant; and after notifying the Board and consulting with the other Disclosure Officers (or Board, as the case may be), in the reasonable opinion of the Disclosure Officer: POLICY» 1 of 4
(i) (ii) there is no matter where there is Inside Information in relation to the proposed Dealing; there is no reason to believe that the proposed Dealing will breach this Securities Trading Policy; and that person must use their best endeavours to prohibit any Dealing by: any related party (including family members, nominee companies and family trusts); or any investment manager on their behalf or on behalf of a related party. (iii) if applicable, an Exceptional Circumstance applies. 8. Prohibition on hedging 1 derivative trading 5.2 The Disclosure Officer must keep a written record of: any information received from an Applicant in applying for Written Clearance; and any Written Clearance given under this Securities Trading Pol icy, 8.1 Participants in any Discovery Metals' share, option, performance rights or other plan are prohibited from Dealing in derivatives, hedging or other similar arrangements in relation to Securities that: have not vested ; 5.3 in the form of a register, as set out in Attachment 2 of this Securities Trading Policy. Written Clearance provided under this Securities Trading Policy does not negate a Designated Officer or Employee's Insider Trading, or other, obligations. 9. have not been released to the participant; or have vested but are subject to trading restrictions. Breach of Securities Trading Policy 5.4 6. Written Clearance under this Securities Trading Policy may be provided in any written form, including (without limitation) email. Exceptional Circumstances 6.1 Exceptional Circumstances may include: financial hardship; or other exceptional circumstances as determined by the Chairperson or Managing Director. 7. Dealings by associated persons 7.1 If an Employee or Designated Officer is prohibited from Dealing under this Securities Trading Policy, 9.1 10. Any contravention of this Securities Trading Policy will be regarded as serious misconduct and will be dealt with in accordance with the Discovery Metals' Modifying Behaviour and Performance Policy. Excluded Trading 10.1 This Securities Trading Policy does not apply to Excluded Trading. 11. Assistance and additional information 11.1 Employees and Designated Officers who have any questions in relation to this Securities Trading Policy should contact the Disclosure Officer. Approver Name Signature Date Managing Director Brad Sampson POLICY >> 2 of 4
ATTACHMENT 1- DEFINED TERMS In this Securities Trading Policy: Closed Trading Period means the later of the period between: 1 July and 1 trading day following the announcement of Discovery Metals' preliminary final results to the ASX; 1 January and 1 trading day following the announcement of Discovery Metal's half year results to the ASX; Disclosure Officers mean the Company Secretary, Chief Financial Officer and Managing Director or such other persons as appointed by the Board. Discovery Metals Securities means the Securities of Discovery Metals Limited. Employee means any employee (whether part-time, casual, full time or otherwise), consultant or contractor of Discovery Metals, and may include a Designated Officer. Excluded Trading means: 1 January, 1 April, 1 July or 1 October and 1 trading day following the announcement of Discovery Metals' quarterly report to the ASX; any other periods from time to time when Discovery Metals is considering matters which are subject to ASX Listing Rule 3.1 (Continuous Disclosure) as resolved by the Board; any other periods when Designated Officers or Employees are not permitted to Deal in Discovery Metals Securities as specified by any stock or security exchange that Discovery Metals is or may be listed upon; and Dealings in Discovery Metals Securities that do not result in a change to the beneficial interest of the Securities (e.g. Dealings between beneficially owned accounts such as superannuation funds); Dealings in a fund or other scheme (other than a scheme only investing in Discovery Metals Securities) where the assets are invested at the discretion of an third party (e.g. a managed fund); Dealings by a trust, where the Designated Officer of Employee is not a beneficiary of the trust and any decision to Deal is taken independent of that Designated Officer of Employee. any other period when a Designated Officer or Employee is in possession of Inside Information. acceptance of, or an undertaking to accept, a takeover offer; Deal or Dealing includes (without limitation): applying for, acquiring or disposing of Securities; granting, accepting, acquiring, disposing, exercising or discharging an option or other right or obligation to acquire or dispose of Securities; entering, terminating, assigning or novating any securities lending agreement; using as security, or otherwise granting a charge, lien or other encumbrance over Securities; any transaction, including a transfer for nil consideration, or the exercise of any power or discretion effecting a change in ownership of a beneficial interest in Securities; any other right, obligation or agreement, present or future, conditional or unconditional, in respect of to above. Designated Officer means a Director, key management personnel or person engaged in the general management of Discovery Metals, whether as an employee, consultant or contractor. (g) Dealings under an offer made to all or most of Discovery Metals' security holders, and which has been approved by the Board (e.g. a rights issue, security purchase plan, dividend reinvestment plan, equal access buy-back, etc); a requirements under a court order or court enforceable undertaking; the exercise (but not the sale of Discovery Metals Securities following exercise) of an option, performance right or a right under an employee incentive scheme, or the conversion of a convertible security. Inside Information has the meaning set out in the Corporations Act 2001 (Cth) and includes (without limitation) any information subject to ASX Listing Rule 3.1 (Continuous Disclosure). Insider Trading has the meaning set out in the Corporations Act 2001 (Cth). Securities includes (without limitation) shares, options, performance rights, derivatives or any other tradable financial product. POLICY» 3 of 4
ATTACHMENT 2 - REG ISTERS Written Clearance - Designated Officers Register Date Application.received Designated Officer Applicable Trading Window Information Received Date Application Responded To Clearance Decision POLICY» 4 of 4