On October 1, 2008 the American Stock Exchange ("AMEX") was acquired by NYSE Euronext, the European division of the NYSE (New York Stock Exchange) Group. From this integration the AMEX name was changed to NYSE Alternext U.S. ("Alternext" or the "Exchange"). The common shares of Nevsun Resources Ltd. (the “Company”) are listed on this Exchange. Section 110 of the Alternext company guide permits the Exchange to consider the laws, customs and practices of foreign issuers in relaxing certain Alternext listing criteria, and to grant exemptions from Alternext listing criteria based on these considerations.  A company seeking relief under these provisions is required to provide written certification from independent local counsel that the non-complying practice is not prohibited by home country law.  A description of the significant ways in which the Company’s governance practices differ from those followed by U.S. domestic companies pursuant to Alternext standards is as follows:

Shareholder Meeting Quorum Requirement: The Alternext minimum quorum requirement for a shareholder meeting is one-third of the outstanding shares of common stock.  In addition, a company listed on Exchange is required to state its quorum requirement in its bylaws.  The Company’s quorum requirement is set forth in its articles.  The Company’s articles provide that (a) two shareholders or two proxyholders representing two shareholders, or (b) one shareholder or one proxyholder representing one shareholder personally present; and entitled to vote and holding or representing by proxy not less than one tenth the number of such of the issued and outstanding shares of the Company shall be a quorum for a general meeting.

Proxy Delivery Requirement: Alternext requires the solicitation of proxies and delivery of proxy statements for all shareholder meetings, and requires that these proxies be solicited pursuant to a proxy statement that conforms to the proxy rules of the U.S. Securities and Exchange Commission. The Company is a foreign private issuer as defined in Rule 3b-4 under the U.S. Securities Exchange Act of 1934, as amended, and the equity securities of the Company are accordingly exempt from the proxy rules set forth in Sections 14(a), 14(b), 14(c) and 14(f) of such Act.  The Company solicits proxies in accordance with applicable rules and regulations in Canada.

The foregoing are consistent with the laws, customs and practices in Canada.