Code of Conduct

The Board of Directors of Cooper Energy Limited adopted a Code of Conduct (Code) to address matters relevant to the Company’s legal and other obligations to its stakeholders. This Code may be amended from time to time by the Board and will be published on the Company’s Website.

This Code applies equally to all employees, directors and officers of the Company.

Introduction

All Stakeholders are entitled to expect the highest professional standard from employees and directors of the Company. Compliance with this Code, and Cooper’s other policies will contribute positively to the good corporate governance of the Company as a whole.

Discharge of Duties

All officers and employees of the Company must discharge their duties at the highest level of honesty and integrity having regard to Cooper’s position, goals and objectives.

Compliance with Laws

All officers and employees of the Company must observe the rule and spirit of all laws and regulations under which the Company operates. In addition, all officers and employees of the Company must comply with the ethical and technical requirements of any relevant regulatory or professional body.

Conflicts of Interest

There may be times when personal interests conflict with those of Cooper, or its stakeholders. In these circumstances, all officers and employees of the Company should take appropriate action to remove or manage the conflict.

When such conflicts arise they should immediately be referred to the Managing Director in the case of employees and the Chairman in the case of Directors.

Reporting of Unlawful or Unethical Behaviour

Reporting of unlawful or unethical behaviour made in good faith should be made under the following guideline – reporting of violations are to be made to the Managing Director who will undertake the appropriate investigation and report the incident to the Chairman. The confidentiality of the “whistleblower” is to be maintained and no reprisal undertaken providing the issue has been raised in good faith. Refer to the Whistleblower Policy.

Confidentiality

During the course of duties, officers and employees of the Company may learn information about Cooper, its subsidiaries or its stakeholders.

Unless officers and employees of the Company have specific permission, they must not use or give out confidential information to employees or other officers of the Company or third parties.

Share Trading Policy

The Board has adopted a Share Trading Policy. Buying or selling shares when in possession of “insider information” is a serious breach of the Corporation Law, for which the penalties are severe.

Use of the Company’s resources

Cooper’s assets are critical to its business and future success. Assets include confidential information, all office equipment, computer systems and data, and other operating plant of the company.

These assets are provided to officers and employees of the Company to conduct Cooper business. Any use of assets must be authorised.

Equal opportunity

Cooper is an equal opportunity employer and will seek to avoid discrimination or harassment.

Competition

Cooper competes fairly in the markets in which it operates.

Environment, health and safety

A core concern for Cooper is the environment in which it operates, and the health and safety of its employees.

The Company must take into account the impact of environment and health & safety issues when making business decisions. These decisions must not compromise the responsibility to its employees and the environment and must at all times comply with local laws.

Other Cooper Policies

Cooper has a range of policies and procedures that govern the roles performed by officers and employees of the Company. These policies and procedures can be found at the Company’s registered office.

All officers and employees of the Company must observe the principles of independence, accuracy and integrity in dealings with the board, audit committees, board committees, internal and external auditors and other senior managers within the organisation and other relevant bodies external to the organisation.

Unauthorised public comments

As Cooper is a public company listed on the Australian Stock Exchange great care is taken in discussing the Company’s business with third parties. In addition to the requirements of this Code concerning confidentiality and share trading, comments should not be made, which may be constructed as representing the official views of Cooper. Only the CEO and the executives he nominates are authorised to provide these comments.

Code Review and Training

This Code will be formally reviewed by the Board each year, and form part of the corporate governance training program.