Business Practices

1. Introduction

These guidelines describe business practices and codes of conduct for employees, board members, consultants and others acting on behalf of Rocksource ASA and subsidiaries (“Rocksource”, “Group” or “Company”).

All business conducted by or on behalf of Rocksource will be in accordance with applicable laws and regulations and will be conducted in a safe, ethical, sustainable and socially responsible manner.

No code or manual can provide definitive answers to all questions relating to ethics in business practice. Ultimately, the Company must rely on the good sense and judgment of the individual conducting business on behalf of Rocksource, to define what is required to adhere to the standards in this document. This includes knowing when to seek guidance, and the ability to provide timely and specific guidance. Rocksource emphasizes the importance of maintaining an open dialogue on ethical issues, internally and externally.

2. Rocksource’s business practice

Our ability to create sustainable value in the long term, fully depends on our ability to apply high ethical standards in all that we do. This is the basis for a trust-based and binding relationship with the community, our owners, employees, partners, customers and suppliers.

2.1. Investor Relations Policy

Rocksource believes that sufficient, objective and timely information to the market is a prerequisite for a fair valuation of Rocksource’s shares and in turn, the generation of value for Rocksource’s shareholders. This commitment will be evenly fulfilled irrespective of whether the information is positive or negative for the Company.

Rocksource will fulfill the requirements for disclosure set by laws, regulations and rules of stock exchanges. In addition, Rocksource will to the extent legally allowed give all details required by investors and analysts for them to be able to build a correct picture of Rocksource's financial situation.

Rocksource will disclose all information to recipients equally in terms of contents and timing. Rocksource’s Chief Executive Officer and Chief Financial Officer are the sole spokespersons of Rocksource. Other officers or employees are not entitled to communicate with shareholders, investors or analysts. In connection with news releases other contact persons may be authorized by the Chief Executive Officer to release information, but their authority is limited to the specific issue at hand.

2.2. Relations with suppliers

Rocksource will choose suppliers carefully, based solely on merit, and with the expectation that our suppliers will act consistently with our business practice and code of conduct requirements.

2.3. Corruption

The direct or indirect offer, payment, soliciting or acceptance of bribes or facilitation payments in any form is unacceptable. Rocksource will not offer or make an unauthorized payment, or authorize an improper payment (cash or otherwise) to a local or foreign official, or any related person or entity.

2.4. Equality and diversity

Rocksource aspires to create an inclusive work environment where every employee has an equal opportunity to develop his or her skills and talents. We respect the rights and dignity of all employees.

2.5. Environmental impact

It is the policy of Rocksource to always maintain the safety and health of people, at the same time the Company will strive to minimize the environmental impact of its actions. Both the exploration and production technologies developed, promoted and used by Rocksource have the potential to reduce the environmental impact of hydrocarbon exploration and production by drilling less dry holes and extracting more from existing fields.

2.6. Remuneration policy

In accordance with the Companies the General Meeting is required to approve the Board of Director’s declaration of remuneration policy for every coming year.

The Board of Directors in Rocksource is responsible for determining the remuneration of the Chief Executive Officer. The Chief Executive Officer is - together with the Board - again responsible for the remuneration of the management team. When defining the criteria used as a basis for determining the remuneration the underlying principle is that the total compensation package reflects the responsibility and duties resting with the team members - and that the employee contributes to the long term value creation in the Group. It is important that the Group can offer a competitive remuneration package that enables the Group companies to attract the skills and competences needed to support the strategic development of the Group both nationally as well as internationally.

2.7. Correct information, accounting and reporting

Rocksource must provide timely, accurate, consistent, complete and fair public disclosure of information. Public disclosures will only be made by authorized spokespersons.

Accounting records must be prepared with accuracy and honesty, in accordance with Company policies and procedures. All entries in our accounting books must be supported by adequate documentation to provide a complete, accurate and auditable record of the transactions they describe.

The Auditing and Auditors Act (Revisorloven) sets out requirements for the independence and objectivity of the auditor, and requires among other that the auditor must be independent of the Company’s executive management.

In order to contribute to greater awareness of the auditor’s independence, the board shall make sure that it receives an annual written statement from the auditor which confirms that the auditor continues to satisfy the requirements for independence. In addition, the board shall make sure that the auditor provides the board with a summary of all services in addition to audit work that have been undertaken for the Company during the last year.

3. Personal conduct

This document describes proper business practices and codes of conduct. Besides knowing and understanding this code, each employee or person acting on behalf of Rocksource must understand the level of authority pertaining to our job, and act within - and not overstep - the limits of that authority.

Rocksource expects anyone who acts on behalf of the Company to act according to the highest ethical standards. The individual must carry out their duties in accordance with the requirements and standards that apply in Rocksource, and in accordance with applicable laws and regulations.

We value the uniqueness of individuals and the various perspectives they provide. We promote diversity within our work force and have an inclusive environment that enables each of us to fully participate and contribute to the success of Rocksource.

3.1. Protection of Rocksource’s property and assets

Rocksource’s assets – whether financial, physical or intellectual – are of considerable value and are intended to be used only to advance Rocksource business purposes and goals. These assets must be secured and protected in order to preserve their value.

3.2. Confidentiality

Any person who acts on behalf of Rocksource has the responsibility to prevent unauthorized persons to gain access to internal Rocksource information, except when disclosure is authorized or required by law.

3.3. Conflict of interest provisions

Outside employment and affiliations can create conflicts of interest; this includes second employment, performing services, or holding financial investments. Persons acting on behalf of Rocksource must obtain written approval from line manager for all relationships with competitors, customers or suppliers that could possibly raise a conflict of interest.

Serving on the board of directors of another organization can, in some cases, raise a conflict of interest or even a legal issue. Written approval is always required before accepting a position as a board member.

Board members or members of the executive management must inform the Board of Directors if they directly or indirectly have a material interest in an agreement that is entered into by Rocksource.

3.4. Gifts and hospitality

As a general principle, we discourage employees from accepting gifts or hospitality from a business partner or supplier. Notwithstanding this, it is recognized that the occasional acceptance or offer of modest gifts and hospitality may be a legitimate contribution to good business relationships. However, it is important that gifts or hospitality never influence business decision-making processes, or cause others to perceive an influence.

All matters concerning the acceptance or offer of gifts, hospitality and similar advantages must be discussed and agreed between the individual and their superior.

3.5. Corruption

Rocksource employees do not offer or accept bribes. The direct or indirect offer, payment, soliciting or acceptance of bribes in any form (including favours) by our employees, is unacceptable.

3.6. Insider trading

Insider information is information which is not publicly available that can affect the price of Rocksource shares. No individual may use, or contribute to others using, such information about Rocksource or other companies to subscribe for or trade in securities, either privately or on the behalf of Rocksource.

3.7. Information and IT systems

Anyone who has been granted access to Rocksource IT systems has the responsibility to ensure that the use of these are governed by the needs of the business and not by personal interests. Information produced and stored on Rocksource’s IT systems is regarded as the Company’s property, and Rocksource therefore reserves the right to access all such information except where limited by law or agreement.

4. Practice and follow-up

Rocksource will ensure that all employees are engaged in an active and regular dialogue based on this document. All employees, and others acting on behalf of the Company will receive a copy of the document upon signing an employment/engagement contract.

4.1. Personal responsibility

It is a personal responsibility for everybody acting on behalf of Rocksource to be familiar with this document, and to act in accordance with these requirements and applicable laws and regulations.

4.2. Managerial responsibility

Managers in Rocksource are responsible for communicating the guidelines and for providing advice and guidance with respect to the interpretation and application of the rules.

4.3. Handling breaches of the rules and cases of doubt

Any cases of doubt or breaches of these guidelines must be reported to line management. Should the breach or doubt involve the direct line management, the case should be reported to the management level above. Where the individual feels unable to report the matter to line management, the concern may be addressed to Rocksource’s Chief Executive Officer or Chairman of the Board.

4.4. Consequences of infringement

Breaches of the guidelines may result in disciplinary action, including dismissal, and may be reported to the relevant authorities.