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How Do I Prevent Insider Trading and Tipping?

What is prohibited?

The purchase or sale of a company’s securities while aware of material, non-public information in breach of a fiduciary duty and relationship of trust and confidence owed a company (so-called “insider trading”), or the disclosure of information to others who trade on the basis of that information (so called “tipping”), is prohibited by applicable securities laws.

Why is it prohibited?

Violations of insider trading laws may expose Tronox and the individuals engaging in such activities to severe civil and criminal liability.

What you cannot do.

You must not engage in transactions in any securities, whether Tronox’s or any other public company’s, while you are in possession of material, non-public information about such companies.

You must not communicate material, non-public information to any person who might use that information to purchase or sell securities. It does not matter that you might not receive any benefit for the information you disclose.

When is information non-public?

Insider trading prohibitions come into play only when you possess information that is material and “non-public”.

The fact that information has been disclosed to a few members of the public does not make it public for insider trading purposes. To be “public”, the information must have been disseminated in a manner designed to reach investors generally, and the investors must be given the opportunity to absorb the information.

How to handle material, non-public information.

If you obtain information as a result of service to Tronox, you must:

  • not disclose material, non-public or other confidential information to anyone, inside or outside of Tronox (including family members) except on a strict need-to-know basis and under circumstances that make it reasonable to believe that the information will not be misused or improperly disclosed by the recipient;
  • refrain from recommending or suggesting that any person engage in transactions in securities, whether of Tronox or any other companies, while in possession of material, non-public information about those securities; and
  • abstain from engaging in any transactions in securities, whether of Tronox or any other companies, while in possession of material, non-public information regarding their businesses or operations.

If you have any doubt as to whether you should refrain from making an investment decision or share information with others, err on the side of caution and refrain.

Remember!


What is considered “material” information may be difficult to determine. If you have any doubt whether information is “material”, do not trade on or communicate such information.

For further information as to what is “material,” please refer to the section on Confidential Information, above, or the Tronox Insider Trading Policy.


Questions and Answers about Protecting Confidential Information

    No. Your reasons for buying Tronox stock are based on non-public material information you obtained as an employee.

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    You should wait until the information has been made public (i.e., the information must have been disseminated in a manner designed to reach investors generally, and the investors must be given the opportunity to absorb the information).

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