XN000022-1977-10-07 — Page 3

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FRIDAY, OCTOBER 7, 1977

SECTION 141C WILL ENACT THAT CERTAIN CASES OF INSIDER DEALING ARE NOT CULPABLE. THE CASES SPECIFIED ARE:

(A)

(B)

(c)

THE ACQUISITION BY A DIRECTOR OF THE QUALIFICATION SHARES HIS POSITION AS A DIRECTOR REQUIRES HIM TO HOLD.

THE ACQUISITION OF SECURITIES UNDER AN UNDERWRITING OR SUB-UNDERWRITING AGREEMENT.

SECURITIES TRANSACTIONS UNDERTAKEN BY AN EXECUTOR, LIQUIDATOR, RECEIVER OR TRUSTEE IN BANKRUPTCY.

INSIDER DEALING UNDERTAKEN BY A COMPANY IS NOT CULPABLE, ALSO UNDER 141C, IF, ALTHOUGH A DIRECTOR OR EMPLOYEE OF THE COMPANY WAS IN POSSESSION OF RELEVANT INFORMATION ABOUT THE SECURITIES:

(A) THE DECISION TO ENTER INTO THE TRANSACTION WAS TAKEN ON

THE COMPANY'S BEHALF BY A PERSON OTHER THAN THAT DIRECTOR OR EMPLOYEE- AND

(B)

(c)

-

ARRANGEMENTS WERE IN EXISTENCE FOR SECURING THAT THE INFORMATION WAS NOT COMMUNICATED TO THAT PERSON AND THAT NO ADVICE WITH RESPECT TO THE TRANSACTION WAS GIVEN TO HIM BY ANYONE IN POSSESSION OF THE INFORMATION AND

THE INFORMATION WAS NOT IN FACT SO COMMUNICATED AND ADVICE WAS NOT IN FACT SO GIVEN.

IN ASSESSING THE CULPABILITY, IF ANY, OF PERSONS IMPLICATED IN INSIDER DEALINGS, THE TRIBUNAL WILL TAKE INTO ACCOUNT WHETHER THE PERSON CONCERNED ON HIS OWN INITIATIVE DISCLOSED THE DEAL ING TO THE COMMISSIONER.

SECTION 141E DEFINES WHAT IS MEANT BY +A PERSON CONNECTED WITH THE CORPORATION+ - A PHRASE USED IN THE DEFINITION OF INSIDER DEALING IN 141B.

AS WELL AS DIRECTORS AND EMPLOYEES OF THE CORPORATION, THE DEFINITION COVERS, INTER AL IA, +SUBSTANTIAL+ SHAREHOLDERS AND ALSO THE DIRECTORS, PARTNERS AND STAFF OF ANY FIRM WHICH HAS A PROFESSIONAL OR BUSINESS RELATIONSHIP WITH THE CORPORATION.

THE DEFINITION ALSO COVERS ANYONE CONNECTED WITH A SECOND CORPORATION WHO HAS KNOWLEDGE OF ANY TRANSACTION WHICH INVOLVES BOTH CORPORATIONS AND WHOSE PUBLICATION MIGHT AFFECT THE PRICE OF THE FIRST CORPORATION'S SECURITIES, E.G., KNOWLEDGE ABOUT A TAKEOVER OF ONE OF THE CORPORATIONS BY THE OTHER.

A +SUBSTANTIAL+ SHAREHOLDER IS SOMEONE OWNING MORE THAN 10 PER CENT OF THE CORPORATION'S ORDINARY SHARE CAPITAL OR ABLE TO EXERCISE MORE THAN 10 PER CENT OF TOTAL VOTES.

UNDER SECTION 141F, PUBLIC OFFICERS WHO ACQUIRE RELEVANT INFORMATION ABOUT A CORPORATION'S SECURITIES IN THE COURSE OF THE IR WORK ARE DEEMED TO BE PERSONS CONNECTED WITH THAT CORPORATION.