Insider Trading Policy

Securities laws make it illegal for you to trade in a company’s securities when you have access to “material, nonpublic information” relating to a company. This conduct is referred to as “insider trading” and may result in civil or criminal penalties.

Trading Restrictions

If a Continental director, officer, employee, or contractor has material, non-public information related to Continental, that person is an “insider” as to that information, and that person must not trade in Continental debt securities until the information is generally publicly available. Insiders must also avoid “tipping.” If you share material, non-public information with someone else, or recommend they trade in Continental debt securities while you have such information, and they trade on your information or recommendation, then both you and they can be held liable for insider trading.

Trading restrictions also apply if you obtain material, non-public information or analyses relating to any other company (including but not limited to vendors, suppliers, partners, other oil and gas companies, and customers). You must not trade in that company’s securities while possessing information that is material and non-public with respect to that other company.

Continental maintains additional restrictions on trading Continental debt securities by directors, officers, and certain other employees who are presumed to have material, non-public information at certain times (Covered Employees), regardless of whether they possess such information. Those additional restrictions are outlined below.

Key Terms

Any person who possesses material, non-public information is considered an “insider” as to that information.

Information is material if there is a substantial likelihood that a reasonable investor would consider it important in making a decision to buy, sell, or hold a security, or where the information is likely to affect the market price of the security. Material information can be positive or negative. It can relate to virtually any aspect of a company’s business or to any type of security (e.g., debt or equity).

Some examples of potentially material information include:

This list is only illustrative. Whether information is material depends upon the circumstances. If you are unsure whether particular non-public information is material, you should consult with the Legal Department before disclosing that information or trading in a company’s securities.

Information is non-public if it has not been disclosed generally to the public. Information becomes public only after it is disclosed in a press release, in a company’s public filings with the Securities and Exchange Commission, or otherwise widely disseminated in a manner making it generally available to investors through media. In addition, reasonable time must pass to allow the market to absorb the information.

Securities include shares of stock and derivative securities (such as futures, calls, options, puts, warrants), debt securities, and any other rights to exchange or acquire stock.

Trading not only includes purchases and sales, but any agreement to acquire or dispose of a security, such as conversions and the exercise of warrants or puts, calls or other options related to a security, with or without the assistance of a broker.

Tipping involves sharing material non-public information, or making trading recommendations while possessing such information, to someone who then trades on that information or recommendation.

Guidelines for All Employees

Additional Restrictions on Covered Employees

Covered Employees also include family and household members, trusts of which a Covered Employee is a trustee or beneficiary, estates of which a Covered Employee is an executor, and entities owned or controlled by a Covered Employee. If a description of your role doesn’t appear above, the Legal Department will notify you if you are a Covered Employee. If your role is described above, you should assume you are a Covered Employee as long as you remain in that role. Even if you stop serving in a role described above, you should observe the restrictions described below as long as you continue to possess material non-public information gained while serving in that capacity.

In addition to being prohibited from trading while in the possession of material, non-public information, Covered Employees are also prohibited from conducting certain trades in Continental debt securities during any “Blackout Period.” Blackout Periods commence the last three (3) business days of the last month of a fiscal calendar quarter and continue until twenty-four (24) hours after the release of quarterly or annual financial information, as applicable. During a Blackout Period, Covered Employees must not buy, sell, or otherwise trade in Continental’s debt securities or change their investment decisions regarding Continental’s debt securities.

Outside of Blackout Periods, Covered Employees who wish to trade Continental debt securities must first obtain pre-approval to trade from the Legal Department.

Any Covered Employee who wishes to implement a Rule 10b5-1 Plan (in order to obtain an affirmative defense to insider trading) must obtain pre-approval from the Legal Department.

Covered Employees are prohibited from engaging in any speculative transactions involving Continental debt securities, including: (1) buying or selling puts or calls or otherwise hedging against changes in the value of company securities; and (2) short sales of company securities.