Revised Trading IN Company Securities Policy
ASX Announcement
16 May 2025
REVISED TRADING IN COMPANY SECURITIES POLICY
Paladin Energy Ltd (ASX:PDN, TSX:PDN, OTCQX:PALAF) (the Company) advises in accordance with ASX
Listing Rule 12.10 that its Trading in Company Securities Policy (Policy) has been revised.
A copy of the revised Policy is attached and is also available on the corporate governance section of
the Company’s website: https://www.paladinenergy.com.au/corporate/corporate-governance/
This announcement has been authorised for release by the Board of Paladin Energy Ltd.
For further information contact:
Company Secretary
T: +61 8 9423 8100
1
Policy for Trading in Company Securities
Contents
1 APPLICABILITY ...................................................................................................... 2
2 INTRODUCTION ...................................................................................................... 2
3 INSIDER TRADING .................................................................................................. 2
3.1 Inside Information ................................................................................................... 2
3.2 Prohibitions ............................................................................................................. 3
4 EXCEPTIONS .......................................................................................................... 3
5 RESTRICTED PERSONS ............................................................................................ 3
5.1 Overview ................................................................................................................ 3
5.2 “Blackout” periods ................................................................................................... 4
5.3 Permission to Trade ................................................................................................. 4
6 OTHER RESTRICTIONS ............................................................................................ 5
7 INSIDER FILINGS ................................................................................................... 6
8 CONFIDENTIALITY .................................................................................................. 6
9 BREACH ................................................................................................................. 7
10 REVIEW ................................................................................................................. 7
ANNEXURE A ................................................................................................................ 8
ANNEXURE B .............................................................................................................. 10
ANNEXURE C .............................................................................................................. 12
Policy for Trading in Company Securities 2
1 APPLICABILITY
This Policy applies to each of the following individuals (collectively, Paladin Personnel):
• executive and non-executive directors;
• officers, the Company Secretary, senior managers and executives;
• full-time, part-time and casual employees; and
• contractors, suppliers, consultants, agents, representatives and advisers,
of Paladin Energy Ltd (Paladin), Paladin group companies and any joint ventures under Paladin’s
operational control.
Unless expressly defined herein, capitalised terms used in this Policy are defined in Annexure A.
2 INTRODUCTION
Paladin is committed to minimising the risk of insider trading and eliminating any appearance of
possible insider trading. Insider trading is illegal and is prohibited at all times.
The aim of this Policy is to:
• provide a brief and high level summary of the law on insider trading;
• set out the restrictions on Trading in securities by people who work for, or are associated with,
Paladin;
• assist in maintaining market confidence in the integrity of Trading in Paladin securities;
• explain the restrictions that apply to short-term trading, hedging and margin lending; and
• set out Paladin’s policy in relation to Confidential Information.
This Policy extends to all securities owned or controlled by Paladin Personnel.
3 INSIDER TRADING
3.1 Inside Information
Inside Information is Material Information that is not generally available to the public . Inside
Information can include speculation, as well as matters of supposition or inference and may also relate
to the intentions or likely intentions of a person.
Information is generally available to the public if it:
• is readily observable;
• has been brought to the attention of people who commonly invest in securities or disseminated
to the marketplace (e.g. through an announcement to ASX or a news release), and a reasonable
time period has passed for the information to be disseminated; or
• consists of deductions, conclusions, or inferences made or drawn from information that is
generally available to the public.
Although it is not possible to establish fixed guidelines for what information may be Inside Information,
Annexure C sets out some examples of the kinds of Material Information that may be Inside
Information.
Policy for Trading in Company Securities 3
3.2 Prohibitions
The prohibition on insider trading applies not only to information concerning Paladin’s securities; the
prohibition applies equally in relation to Inside Information concerning another company. If you are in
possession of Inside Information in relation to any company (including Paladin) you must not:
• Trade in securities of the company;
• Advise, recommend or Procure another person to Trade in the securities of the company; or
• communicate the Inside Information to any other person.
Insider trading is prohibited at all times, regardless of how you come to have the information and
regardless of whether you Trade in your own name, for yourself, for someone with whom you have
close personal ties or for some other person. Inside Information does not need to have been obtained
from Paladin. It can come from any source.
The requirements imposed by this Policy are in addition to any prohibitions on insider trading under
applicable laws, including the Corporations Act 2001 (Cth) and Securities Act (Ontario). Similar
legislation exists in all jurisdictions where Paladin’s securities are traded.
This Policy does not contain an exhaustive analysis of the restrictions imposed on, and the very serious
legal ramifications of, insider trading, nor does it guarantee compliance with applicable laws regarding
the use of Inside Information. The ultimate responsibility to comply with applicable laws rests with the
individual. You are encouraged to contact the Company Secretary if you wish to obtain further advice
in relation to the insider trading prohibitions.
4 EXCEPTIONS
Subject to applicable insider trading laws, this Policy does not restrict a Trade if the Trade:
• (takeover or scheme) results from a scheme of arrangement or acceptance of a takeover offer;
• (pro rata offers ) relates to dealings under an offer or invitation made to all or most
shareholders or class of shareholders, such as a disposal of Paladin securities arising from the
acceptance of an equal access buy-back or an acquisition of Paladin securities under a pro rata
issue;
• (security purchase plans and dividend reinvestment plans) arises under an offer to some
or all holders of Paladin’s securities under a security purchase plan or dividend reinvestment
plan, provided that you comply with the provisions of the plan and do not commence, terminate
or amend your participation in the plan during a “blackout” period or while you are in possession
of Inside Information relating to Paladin’s securities and/or the plan otherwise determines the
timing and the structure of the offer which is approved by the Board; or
• (incentive scheme) results from the exercise (but not a Trade following exercise) of an option
or performance right under a Paladin employee incentive scheme, or the conversion of a
convertible security (for example, the conversion of securities held in a trust of which you are a
beneficiary), where the final date for the exercise of the option or right, or conversion of the
security, falls during a “blackout” period and you could not reasonably be expected to have
exercised the option or right during a permitted trading period.
5 RESTRICTED PERSONS
5.1 Overview
Additional restrictions are placed on Trading by Restricted Persons. Annexure A of this Policy sets out
who is considered to be a Restricted Person.
Policy for Trading in Company Securities 4
A Restricted Person must not, and must take all reasonable steps to ensure that their
Closely Connected Persons do not , Trade in securities without the Restricted Person obtaining
permission to do so under this Policy.
The Company Secretary maintains a register of Restricted Persons and monitors your Trading in
Paladin’s securities.
5.2 “Blackout” periods
In addition to the overriding prohibition against Trading in Paladin’s securities when a person is in
possession of Inside Information, Restricted Persons and their Closely Connected Persons are at all
times prohibited from Trading in Paladin’s securities:
• during the prescribed “blackout” periods, being the periods commencing from the end of:
• a financial quarter up to the day after the release date of the quarter’s results;
• a half-year up to the day after the release date of the half-year results; and
• a financial year up to the day after the release date of the financial year results,
unless you have permission to Trade (subject to some exceptions); and
• at any time if the Trading is for short term or speculative gain.
The “blackout” periods may be varied by Paladin’s board of directors (Board) and circulated, with
appropriate notice, to all Restricted Persons.
5.3 Permission to Trade
Requesting permission to Trade generally
All Restricted Person s must apply ( using the form at Annexure B ) to be granted permission to
(whether in their own capacity or for a Closely Connected Person) Trade any securities in Paladin.
The form at Annexure B specifies who the relevant Authorising Officer is.
Requesting permission to Trade in exceptional circumstances during a “blackout” period
In exceptional circumstances, permission may be given by an Authorising Officer for a Restricted
Person or their Closely Connected Person to Trade securities in Paladin (where such Trade only involves
a proposed sale of securities) during a “blackout” period.
Exceptional circumstances may include:
• severe financial hardship – an immediate and pressing financial commitment that cannot be
satisfied otherwise than by selling the relevant securities;
• where there is a court order or other legal or regulatory obligation to transfer or accept a transfer
of Paladin’s securities; or
• other circumstances determined by the Authorising Officer to be exceptional.
To apply for permission to Trade during a “blackout” period , apply in writing (using the form at
Annexure B):
• detailing the exceptional circumstances; and
• including sufficient evidence that the requested Trade is the most reasonable course of action
available in the circumstances.
Policy for Trading in Company Securities 5
Grant or refusal of permission to Trade
Before considering any permission to Trade, the Authorising Officer must consult with the Disclosure
Committee established under Paladin’s Continous Disclosure & Communications Policy regarding
whether Paladin is in possession of any Inside Information.
Any permission to Trade can be given or refused, without giving any reasons. In considering an
application, the Authorising Officer will have regard to the purpose of this Policy which is not only to
minimise the risk of insider trading but also to avoid the appearance of insider trading and the
reputational damage it can cause, and any other matters the Authorising Officer thinks fit.
Permission to Trade will generally not be granted if:
• Paladin is considering any market announcement regarding trading results, corporate
transactions or otherwise, or is relying on the exception to the general continuous disclosure
obligation under the applicable listing rules of the ASX and TSX or applicable securities laws;
• the Authorising Officer considers there is information that is not generally available to the public,
but if it were, it would be likely to have a material effect on the price or value of Paladin’s
securities; or
• there is a risk the market will suspect the person seeking permission to trade had Inside
Information, or there is a risk of reputational damage to Paladin.
If permission to Trade is given, such permission:
• is valid for five business days, unless the written permission to Trade specifies another period;
• can be withdrawn if new information comes to light or there is a change in circumstances; and
• is not an endorsement of t he proposed Trade. Y ou are responsible for your own investment
decisions and ensuring you comply with the insider trading laws.
The decision to refuse permission is final and binding on the Restricted Person seeking the permission
(whether on behalf of the Restricted Person or on behalf of their Closely Connected Party).
If permission to Trade is refused, the Restricted Person seeking the permission must keep that
information confidential and not disclose it to anyone (other than the Closely Connected Party where
relevant, and the Restricted Person must ensure that the Closely Connected Party keeps such
information confidential).
If permission to Trade is given, following completion of the Trade, you must confirm to the Authorising
Officer who gave you permission to Trade , that the Trade has occurred, and details of the price per
security.
Even if permission is given, any Restricted Person who subsequently comes into possession of Inside
Information prior to Trading must not Trade in Paladin securities and must take all reasonable steps
to ensure that their Closely Connected Persons do not Trade in Paladin securities.
Paladin may require you to provide details about any Trading in Paladin’s securities and you must
respond in a timely manner.
6 OTHER RESTRICTIONS
You are prohibited from hedging securities granted as incentives under any Paladin employee incentive
scheme. This relates to both vested and unvested securities. Prohibited hedging practices include
put/call arrangements over “in-the-money” rights to hedge against a future drop in share price.
Further, if you are a Restricted Person or a Closely Connected Person:
• you must obtain the Board’s approval to enter into a margin lending, hedging or any other
secured financing arrangement in relation to Paladin’s securities, providing the Board with the
Policy for Trading in Company Securities 6
material terms of the proposed arrangements, including the right of the lender to
sell unilaterally and trigger events;
• you must not enter into margin lending, hedging or any other secured financing arrangement in
relation to Paladin’s securities, and you must not deal in derivatives or enter into other
arrangements in relation to Paladin’s securities, that would have the effect of limiting your
exposure to risk in relation to part or all of your remuneration that has not vested, or has vested
but remains subject to a restriction arrangement ( e.g. a holding lock). For the purposes of this
Policy, this prohibition applies to a ny contracts for difference and other contracts intended to
secure a profit or avoid a loss based on fluctuations in the price of Paladin’s securities;
• if you have entered into any margin lending arrangement, hedging or any other secured
financing arrangement with the Board’s approval, you must keep the Company Secretary
informed of any change in circumstances that may be relevant to Paladin’s continuous disclosure
obligations;
• you must not engage in ‘short term’ (less than 90 days) or speculative trading in Paladin’s
securities or in financial products associated with Paladin’s securities; and
• you must not engage in short selling Paladin’s securities.
7 INSIDER FILINGS
Paladin Personnel who are subject to insider reporting obligations under applicable securities laws
(generally, directors and executive officers) are reminded of the importance of maintaining current
filings of their Trades of securities of Paladin with the applicable securities regulatory authorities. The
onus for complying with insider reporting requirements is on such individuals.
8 CONFIDENTIALITY
In addition to the insider trading restrictions under this Policy, you have a duty of confidentiality to
Paladin. Any Paladin Personnel who is privy to Confidential Information:
(a) must keep such Confidential Information strictly confidential; and
(b) must not:
(i) disclose such Confidential Information to anyone other than authorized Paladin
Personnel or authorized representatives who have a legitimate need to know such
information in connection with their duties and who have been advised of the
confidential nature of such information;
(ii) use such Confidential Information in a manner that may injure, prejudice or cause loss
to Paladin; or
(iii) use Confidential Information to gain any benefit or advantage for yourself or your
Closely Connected Persons
Employees who breach their confidentiality obligations to Paladin will be subject to disciplinary action
which may include termination of their contract or employment and potentially civil action.
To prevent the misuse or inadvertent disclosure of confidential information, Paladin Personnel should
take reasonable steps to safeguard confidential information, including the following:
(a) ensure the confidentiality of information outside of the office as well as inside the office;
(b) keep documents containing confidential information in a safe place with access restricted to
individuals who “need to know” that information in the necessary course of business, and use code
names if necessary;
(c) use passwords to protect access to confidential electronic data;
Policy for Trading in Company Securities 7
(d) do not discuss confidential matters in places where or in a manner in which the
discussion may be overheard;
(e) do not read confidential documents in public places or leave such documents where others may
retrieve them;
(f) avoid unnecessary copying of confidential documents, and ensure extra copies of confidential
documents are shredded or otherwise destroyed; and
(g) transmit confidential documents by electronic means only where it is reasonable to believe that
such transmission can be made and received securely.
9 BREACH
Strict compliance with this Policy is mandatory for all Paladin Personnel.
Breaching this Policy could cause Paladin significant reputational damage and undermine the integrity
of the market for Paladin’s securities.
Further, insider trading is a serious criminal offence and can result in:
• criminal penalties, including large fines and/or imprisonment;
• civil penalties, including monetary fines and disqualification from managing a company; and
• liability for the amount of any financial loss suffered as a consequence of the offence.
A breach of the insider trading laws will be treated by Paladin as serious misconduct and will result in
disciplinary action, possibly including termination of contract or employment.
It is the personal responsibility of each individual to comply with this Policy.
This Policy is important. If you do not understand any part of it, you should contact the
Company Secretary.
10 REVIEW
This Policy has been adopted by the Board.
The Board will review this Policy regularly to ensure it complies with applicable listing rules, law and
governance policy.
Date adopted: 25 November 2010
Last amendment: 16 May 2025
Last review: 16 May 2025