The objective of this Policy is to prohibit Directors and Senior Officers from directly or indirectly engaging in hedging against future declines in the market value of any equity-based securities of Nevsun through the purchase of financial instruments designed to offset such risk. Such purchases may undermine the purpose for which such securities are granted.
This Policy applies to Directors and Senior Officers of Nevsun. "Director" means a director of Nevsun or of any of its directly or indirectly controlled subsidiaries; "Senior Officer" means and includes: (1) the Chair or a Vice-chair of the board of directors, the President and Chief Executive Officer, the Chief Legal Officer, the Chief Operating Officer, the Chief Financial Officer, the Chief Development Officer, and any person holding the position of Vice President of Nevsun or any of its directly or indirectly controlled subsidiaries or any of their operating divisions; and (2) any other individual who performs or is engaged by Nevsun to perform functions for Nevsun or any of its directly or indirectly controlled subsidiaries similar to those normally performed by an individual occupying any of the offices listed in (1) above.
PROHIBITION ON HEDGING
No Director or Senior Officer may, directly or indirectly, engage in any kind of hedging transaction that could reduce or limit the Director's or Senior Officer's economic risk with respect to the Director's or Senior Officer's holdings, ownership or interest in or to common shares or other securities of Nevsun, including without limitation, outstanding stock options, stock appreciation rights or other compensation awards the value of which are derived from, referenced to, or based on the value or market price of common shares in the capital of Nevsun or other securities of Nevsun. Prohibited transactions include the purchase by a Director or Senior Officer of financial instruments, including, without limitation, prepaid variable forward contracts, equity swaps, collars, puts, calls or other derivative securities that are designed to hedge or offset a decrease in market value of equity securities of Nevsun.
CONSEQUENCES OF FAILURE TO COMPLY
Those who violate this Policy will be subject to disciplinary action which may include, but is not limited to, termination of employment or retainer, and restrictions on future participation in incentive plans.
Nothing in this Policy in any way detracts from or limits any obligations that Directors or Senior Officers have in law or pursuant to a management, employment, consulting or other agreement with Nevsun or any of its directly or indirectly controlled subsidiaries.
All Directors and Senior Officers will be asked to sign the Acknowledgment attached hereto.
Anti-hedging Policy adopted by the Board of Directors of Nevsun effective as of May 15, 2013; revised and adopted by the Board on December 8, 2017.
TO: Nevsun Resources Ltd. ("Nevsun")
RE: ANTI-HEDGING POLICY, effective December 8, 2017
I, the undersigned, have been given a copy of the Nevsun Anti-Hedging Policy and hereby acknowledge that I have read it, understand it and agree to abide by it.
Name (please print)