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ASX:A4N
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Notice of Extraordinary General Meeting

Notice is given that the Extraordinary General Meeting (EGM) of Alpha HPA Limited (the Company ) will be held at Level 11, 5 Martin Place, Sydney, NSW, on 24 June 2024 at 11.00am Australia Eastern Standard Time (AEST).

AGENDA

To consider and, if thought fit, to pass the following resolutions, with or without amendment:

Ordinary Resolution 1. Ratification of Tranche 1 Placement Shares

"That for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify and approve the issue under Listing Rule 7.1 by the Company of 71,111,111 Shares ( Tranche 1 Shares ) to certain professional and sophisticated investors on the terms and conditions set out in the Explanatory Memorandum."

Voting exclusion statement:

The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who received Tranche 1 Shares or an associate of such a person. However, this does not apply to a vote cast in favour of the resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;
(b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
i. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on the Resolution; and
ii. the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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Alpha HPA Limited | ABN 79 106 879 690 | Level 2, 66 Hunter Street Sydney, NSW 2000
Phone: +61 2 9300 3310 | Facsimile: +61 2 9221 6333 | www.alphahpa.com.au
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Ordinary Resolution 2.

Issue of Tranche 2 Placement Shares

"That for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue and allot 123,333,334 Shares ( Tranche 2 Shares ) to professional and sophisticated investors on the terms and conditions set out in the Explanatory Memorandum."

Voting exclusion statement:

The Company will disregard any votes cast in favour of this Resolution by or on behalf of, any person who is expected to receive Tranche 2 Shares or an associate of such a person, or any person (or its associates) who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity). However, this does not apply to a vote cast in favour of the resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;
(b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
i. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on the Resolution; and
ii. the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Ordinary Resolution 3

Approval to issue Share Rights to Director – Ms Annie Liu

That approval be given for all purposes, including ASX Listing Rule 10.14, for the grant of share rights to Ms Annie Liu (and/or her nominees) under the Company’s Incentive Performance Rights Plan ( Plan ) on the terms and conditions described in the Explanatory Memorandum accompanying this Notice of Meeting.

A voting exclusion statement and voting prohibition statement applies to this resolution. Please see below.

Ordinary Resolution 4 Approval to issue Share Rights to Director – Ms Marghanita Johnson

That approval be given for all purposes, including ASX Listing Rule 10.14, for the grant of share rights to Ms Marghanita Johnson (and/or her nominees) under the Company’s Incentive Performance Rights Plan ( Plan ) on the terms and conditions described in the Explanatory Memorandum accompanying this Notice of Meeting.

A voting exclusion statement and voting prohibition statement applies to this resolution. Please see below.

Voting Prohibition Statement

As resolution 3 and 4 are connected with the remuneration of a member of the Key Management Personnel, a person appointed as a proxy must not vote on the basis of that appointment on resolution 3 or 4 if:

(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Voting Exclusion Statement

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of

(a) resolution 3 by any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (including Ms Liu and/or her nominees) and any of her associates, regardless of the capacity in which the vote is cast; or
(b) resolution 4 by any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (including Ms Johnson and/or her nominees) and any of her associates, regardless of the capacity in which the vote is cast,

However, this does not apply to a vote cast in favour of resolution 3 or 4 by:

(a) a person as proxy or attorney for a person entitled to vote on the resolution in accordance with a direction given to the proxy or attorney to vote on the resolution in that way; or
(b) the Chair of the meeting as proxy or attorney for a person entitled to vote on the resolutions, in accordance with a direction given to the Chair to vote on the resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolutions; and
(ii) the holder votes on the resolutions in accordance with directions given by the beneficiary to the holder to vote in that way.

To transact any other business that may be brought forward in accordance with the Company’s Constitution.

By order of the Board

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Richard Edwards Company Secretary

Explanatory Memorandum to the Notice of Extraordinary General Meeting to be held on 24 June 2024

This Explanatory Memorandum has been prepared to assist members to understand the business to be put to members at the Extraordinary General Meeting to be held at Level 11, 5 Martin Place, Sydney NSW, on 24 June 2024 at 11:00am (AEST).

Resolution 1

Ratification of Tranche 1 Placement Shares

Background

On 20 May 2024, the Company announced that it had taken a Final Investment Decision in respect of Stage 2 of the HPA First Project ( Stage 2 ), supported by compelling Definitive Feasibility Study outcomes and credit approval for A$320 million in project debt and an A$80 million cost overrun facility from Government agencies, the Northern Australia Infrastructure Facility and Export Finance Australia ( Debt Facility ). In addition, the Company announced a fully underwritten two-tranche placement ( Placement ) of new fully paid ordinary shares ( New Shares ) to institutional investors to raise approximately A$120 million at a price of A$0.90 per New Share, which was subsequently upsized to A$175 million.

Tranche 1 of the Placement ( Tranche 1 ) involves the subscription of 71,111,111 New Shares ( Tranche 1 Shares ) by investors for gross proceeds of approximately A$64 million. These New Shares will be issued pursuant to the Company’s placement capacity under ASX Listing Rule 7.1 and are expected to settle on or about 23 May 2024.

Tranche 2 of the Placement ( Tranche 2 ) involves the subscription of 123,333,334 New Shares ( Tranche 2 Shares ) by investors for gross proceeds of approximately A$111 million. The issue of the Tranche 2 Shares (and the commitment of placees to subscribe for them) is subject to Resolution 2 being passed by shareholders at the EGM, and if passed, Tranche 2 is expected to settle shortly after the EGM.

Resolution 1 pertains to Tranche 1 of the Placement, under which the Company has used its existing placement capacity under Listing Rule 7.1 to issue the Tranche 1 Shares.

Listing Rules 7.1 and 7.4

Listing Rule 7.1 provides that a company must not, subject to certain exceptions, issue or agree to issue more equity securities in any 12 month period other than the amount which is equal to 15% of its fully paid ordinary securities on issue at the start of that 12 month period ( Placement Capacity ). Listing Rule 7.4 provides that an issue of securities made without approval under Listing Rule 7.1 will be treated as having been made with shareholder approval for the purposes of those Listing Rules if shareholders subsequently ratify it and the issue did not breach Listing Rule 7.1.

Without Shareholder approval pursuant to Listing Rule 7.4, the issue will be counted towards the Company’s Placement Capacity and will therefore reduce the Company’s capacity to issue securities in the future without obtaining Shareholder approval.

The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, Resolution 1 seeks Shareholder approval under and for the purposes of Listing Rule 7.4, allowing the Company to refresh its Placement Capacity.

If Resolution 1:

is passed, the issue will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the date of issue; and
is not passed, the issue will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the date of issue.

Specific information required under Listing Rule 7.5

In accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 1:

(a) the placees of the Tranche 1 Shares were sophisticated and professional investors who participated in the Placement;
(b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that, other than Regal Funds Management who is a substantial holder of the Company, none of the recipients were:
i. related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and
ii. issued more than 1% of the issued capital of the Company;
(c) 71,111,111 New Shares will be issued, being fully paid ordinary shares;
(d) the Shares issued ranked equally with all other fully paid ordinary shares on issue in the Company;
(e) the Shares will be issued on or around 24 May 2024;
(f) the Shares will be issued at A$0.90 per Share;
(g) the Company intends to use the proceeds raised under the Placement, in conjunction with the Debt Facility, to immediately commence Stage 2 project execution; and
(h) a voting exclusion statement for Resolution 1 is included in the Notice of Extraordinary General Meeting preceding this Explanatory Memorandum.

The Directors recommend that you vote IN FAVOUR of Resolution 1. The Chairman of the Meeting intends to vote undirected proxies IN FAVOUR of Resolution 1.

Resolution 2 Issue of Tranche 2 Placement Shares

Background

Details of the Placement are set out above under the heading ‘Background’ in respect of Resolution 1

Resolution 2 pertains to Tranche 2 of the Placement, under which the Company is seeking Shareholder approval under Listing Rule 7.1 for the issue of the Tranche 2 Shares (being 123,333,334 New Shares) to certain professional and sophisticated investors.

Listing Rule 7.1

Information about Listing Rule 7.1 is set out above under the heading ‘Listing Rules 7.1 and 7.4’ in respect of Resolution 1.

The Company has no additional Placement Capacity to issue the Tranche 2 Shares, though approval sought under Resolution 1, if given, will refresh those capacities.

The proposed issue of the Tranche 2 Shares does not fall within any of the exceptions to Listing Rule 7.1 and would exceed the 15% capacity allowed in Listing Rule 7.1. The Company therefore requires the approval of the Company’s Shareholders under Listing Rule 7.1.

Resolution 2 seeks Shareholder approval under and for the purposes of Listing Rule 7.1 to allow the Company to issue the Tranche 2 Shares without utilising its Placement Capacity, which at the date of this Notice has been exhausted.

If Resolution 2:

is passed, the Company will be able to proceed with the issue of the Tranche 2 Shares;
is not passed, the Company will not be able to issue the Tranche 2 Shares and may need to seek other alternatives to raise additional funding; and
is not passed, but Resolution 1 is passed, it would be possible for an amount equal to that proposed to be raised in Tranche 2 to be raised via a further placement without shareholder approval as the number of shares to be issued would be within the Company’s new Placement Capacity.

Specific information required under Listing Rule 7.3

In accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 2:

(a) the placees of the Tranche 2 Shares will be sophisticated and professional investors who received New Shares under Tranche 1;
(b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that, other than Regal Funds Management who is a substantial holder of the Company, none of the recipients were: iii. related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and
iv. issued more than 1% of the issued capital of the Company;
(c) 123,333,334 New Shares will be issued, being fully paid ordinary shares;
(d) the Shares will rank equally with all other fully paid ordinary shares on issue in the Company;
(e) the Shares are expected to be issued by about the date being on or about 3 Business Days after the EGM, but in any event the issue will occur within three months of the date of approval;
(f) the Shares will be issued at A$0.90 per Share;
(g) the Company intends to use the proceeds raised under the Placement, in conjunction with the Debt Facility, to fund Stage 2 to first production; and
(h) a voting exclusion statement for Resolution 2 is included in the Notice of Extraordinary General Meeting preceding this Explanatory Memorandum.

The Directors recommend that you vote IN FAVOUR of Resolution 2. The Chairman of the Meeting intends to vote undirected proxies IN FAVOUR of Resolution 2.

Resolutions 3 and 4

Approval of grant of share rights to Annie Liu and Marghanita Johnson

The Company has agreed, subject to obtaining shareholder approval in accordance with resolutions 3 and 4, to issue 240,000 share rights to each of the Company’s recently appointed Non-Executive Directors, Ms Annie Liu and Ms Marghanita Johnson pursuant to the Company’s Incentive Performance Rights Plan ( Plan ) and on the terms and conditions outlined below.

Ms Liu was appointed as an independent Non-Executive Director of the Company with effect from 14 December 2023.

Ms Liu is a seasoned executive, having spent more than 20 years in building and leading teams across stages from product incubation to rapid growth and scale-up in mature markets. Ms Liu was the Executive Director at Ford (Model E) from 2022 to 2023. Prior to her role at Ford, she forged and managed Tesla’s multi-billion-dollar strategic partnerships and sourcing portfolios that support Tesla’s Energy and Battery business units including Battery, Battery Raw Material, Energy Storage, Solar and Solar Glass, including raw materials sourcing efforts such as lithium for battery cells. Earlier in her career, she held various leading manufacturing and procurement roles at Microsoft launching advanced technology products.

Ms Liu is a co-founder of Alto Group Inc, a trusted advisor and counsellor to many of the world’s influential businesses in the EV value chain. Alto Group is also assisting Alpha on market engagements with a number of counterparties in the lithium-ion battery anode and cathode sector.

Ms Johnson was appointed as an independent, Non-Executive Director of the Company on 15 January 2024.

She has been the Chief Executive Officer of the Australian Aluminium Council since 2019. Ms Johnson has over 25 years’ experience in the Australian mining and manufacturing sectors, predominantly with the aluminium industry. Prior to joining the Council, she led government engagement and advocacy on behalf of Rio Tinto’s Pacific Aluminium assets and prior to that held key climate and sustainability roles at Rio Tinto.

Ms Johnson has Environmental Engineering and Chemistry degrees from the University of Western Australia. She is currently Chair of the Australian Industry Greenhouse Network and a director of the Energy Users Association of Australia. She has previously been a non-executive director on the boards of the New Zealand Aluminium Smelter and the Tomago Aluminium Company.

The Company is proposing to grant Ms Liu 240,000 share rights and Ms Johnson 240,000 share rights under the Plan. The grants formed part of Ms Liu and Ms Johnson’s terms of appointment and are intended as a oneoff arrangement to appropriately remunerate each director.

The share rights are subject to service-based vesting conditions, which provide for the share rights to vest in equal proportions provided that each of Ms Liu and Ms Johnson remain a director of the Company as follows:

Test date	Vesting condition	Number of share rights that will vest
14 December 2024	Remains a director of the Company	80,000
14 December 2025	Remains a director of the Company	80,000
14 December 2026	Remains a director of the Company	80,000

The reasons for the proposed grants are as follows:

(a) each of Ms Liu and Ms Johnson’s skill sets, knowledge and experience are vital to the Company’s development and growth, and the overall remuneration is reasonable to align their interests further to those of the Company and its shareholders.
(b) the grant is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than if alternate forms of cash remuneration were given to Ms Liu or Ms Johnson; and
(c) it is not considered that there are any significant opportunity costs to the Company or benefits foregone to the Company in issuing performance rights on the proposed terms.

Why is shareholder approval being sought?

ASX Listing Rule 10.14 provides that a listed company must not permit a director (or certain other persons) to acquire equity securities under an employee incentive scheme unless it obtains the approval of its shareholders.

The proposed grants of share rights to Ms Liu and Ms Johnson fall under Listing Rule 10.14 and therefore require shareholder approval. Resolutions 3 and 4 seek shareholder approval to the proposed grants for the purposes of Listing Rule 10.14 and, to the extent those share rights vest and are exercised, the issue of the underlying shares in the Company, under and for the purposes of Listing Rule 10.14.

The Board has considered the proposed grants and, taking into account the circumstances of the Company, Ms Liu and Ms Johnson’s circumstances and the remuneration practices at other similar entities, considers that the financial benefits provided to Ms Liu and Ms Johnson by way of the proposed grant (together with the other elements of their directors’ fees) constitute reasonable remuneration. Accordingly, approval under Chapter 2E of the Corporations Act is not being sought.

Technical information required by Listing Rule 14.1A

The grant of share rights to Ms Liu and Ms Johnson are conditional on receiving shareholder approval.

If shareholder approval for resolutions 3 and 4 is obtained, the Company intends to grant 240,000 share rights to Ms Liu and 240,000 share rights to Ms Johnson immediately after this meeting, and in any case no later than 3 months after the date of this meeting.

If shareholders do not approve the proposed grant of share rights to Ms Liu or Ms Johnson set out in resolutions 3 and 4 the proposed grant will not proceed. In that circumstance, the Board would then need to consider alternative arrangements to appropriately remunerate and reward the directors (e.g. an equivalent cash payment).

Technical information required by Listing Rule 10.15

Pursuant to, and in accordance with the requirements of Listing Rule 10.15, the following additional information is provided in relation to resolutions 3 and 4:

(a) the share rights will be issued to:
(i) Ms Annie Liu (and/or her nominees) pursuant to resolution 3; and
(ii) Ms Marghanita Johnson (and/or her nominees) pursuant to resolution 4,
(b) Ms Liu and Ms Johnson are both directors of the Company and therefore fall within Listing Rule 10.14.1 such that shareholder approval is required for Ms Lieu and Ms Johnson to acquire securities under an employee incentive scheme;
(c) the number of share rights to be granted under this approval are as follows:
(i) Ms Liu – 240,000 share rights; and
(ii) Ms Johnson – 240,000 share rights;
(d) the current total remuneration package for:
(i) Ms Liu is $85,000 per annum.
(ii) Ms Johnson is $85,000 per annum.
(e) neither Ms Liu nor Ms Johnson have previously been granted any share rights under the Plan;
(f) the share rights that are to be awarded to Ms Liu and Ms Johnson are intended to be awarded immediately after this meeting, and in any case no later than 3 months after the date of this meeting.
(g) the share rights will be granted at no cost to Ms Liu or Ms Johnson. Once the vesting conditions (described above) are met (or waived), the share rights will vest and can be exercised for nil price. On exercise, the directors will be entitled to receive one fully paid ordinary share in the Company for each share right. Importantly, no value will be received if the share rights lapse prior to the vesting dates;
(h) the ‘fair value’ of the share rights for accounting purposes will be determined at their grant date and the value expensed over the relevant service period, in accordance with the Australian equivalent of the International Financial Reporting Standards (AIFRS-2);
(i) the face value of the share rights being granted, based on the closing price of the Company’s shares on ASX on 20 May 2024 of $1.00 per share is $240,000 to Ms Liu and $240,000 to Ms Johnson.
(j) a copy of the Plan is included as Schedule 1;
(k) no loan is being made in connection with the proposed grant of the share rights;
(l) details of any share rights issued under the Plan will be published in the Company’s annual report relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14;
(m) any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of securities under the Plan after the resolutions 3 and 4 are approved and who were not named in this Notice of Meeting will not participate until approval is obtained under Listing Rule 10.14; and
(n) voting exclusion statements are included in this Notice for resolutions 3 and 4.

ALPHA HPA LIMITED ACN 106 879 690 (Company)

INCENTIVE PERFORMANCE RIGHTS PLAN

Approved by the Board of Directors on 27 February 2024

T AB LE O F C O N TE NT S

1.	DEFINITIONS AND INTERPRETATION ................................................................................. 3	DEFINITIONS AND INTERPRETATION ................................................................................. 3
	1.1	Definitions ..................................................................................................................3
	1.2	Interpretation.............................................................................................................6
2.	PURPOSE ......................................................................................................................... 7
3.	COMMENCEMENT AND TERM .......................................................................................... 8
4.	OFFER OF PERFORMANCE RIGHTS .................................................................................... 8
	4.1	Offer ...........................................................................................................................8
	4.2	Offer Document .........................................................................................................8
	4.3	Personal Offer ............................................................................................................8
	4.4	Nominee .....................................................................................................................8
	4.5	Minimum Contents of Offer Document .....................................................................9
	4.6	Number of Performance Rights .................................................................................9
	4.7	No Consideration .......................................................................................................9
	4.8	Vesting Conditions .....................................................................................................9
	4.9	Share Restriction Period.............................................................................................9
	4.10	Deferred Taxation ....................................................................................................10
	4.11	Quotation of Performance Rights ............................................................................10
	4.12	Legal constraints10
5.	ACCEPTANCE OF OFFER .................................................................................................. 10
	5.1	Acceptance of Offer .................................................................................................10
	5.2	Board’s right to reject ..............................................................................................10
	5.3	Participant Agrees to be Bound ...............................................................................10
	5.4	Lapse of Offer ...........................................................................................................10
6.	GRANT OF PERFORMANCE RIGHTS ................................................................................. 11
	6.1	Grant of Performance Rights ...................................................................................11
	6.2	Approvals .................................................................................................................11
	6.3	Restrictions on Transfers, Dealings and Hedging .....................................................11
7.	VESTING AND EXERCISE OF PERFORMANCE RIGHTS ........................................................ 11
	7.1	Vesting Conditions ...................................................................................................11
	7.2	Vesting Condition Exceptions ...................................................................................11
	7.3	Exercise on Vesting ..................................................................................................12
	7.4	One or Several Parcels .............................................................................................12
8.	ISSUE/TRANSFER OF SHARES OR CASH PAYMENT ........................................................... 12
	8.1	Cash or equity settlement ........................................................................................12
	8.2	Fractions of Shares ...................................................................................................12
	8.3	Blackout Period, Takeover Restrictions and Insider Trading ....................................12
	8.4	Rights attaching to Shares ........................................................................................12
	8.5	Share ranking ...........................................................................................................13
	8.6	Quotation on ASX .....................................................................................................13
	8.7	Sale of Shares ...........................................................................................................13
9.	RESTRICTION ON DEALING IN SHARES ............................................................................ 13
	9.1	Restriction Period .....................................................................................................13
	9.2	Waiver of Restriction Period ....................................................................................13
	9.3	No Dealing in Restricted Shares ...............................................................................13
	9.4	ASX Imposed Escrow ................................................................................................13

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	9.5	Enforcement of Restriction Period ...........................................................................14
	9.6	Lapse of Restriction Period ......................................................................................14
10.	LAPSE OF PERFORMANCE RIGHTS ................................................................................... 14
	10.1	Lapsing of Performance Right ..................................................................................14
	10.2	On Lapsing……………………………………………………………………………………………………………15
	10.3	Fraud and Related Matters ......................................................................................15
11.	CESSATION OF EMPLOYMENT ........................................................................................ 16
	11.1	Good Leaver .............................................................................................................16
	11.2	Bad Leaver……………………………………………………………………………………………………………16
12.	CHANGE OF CONTROL EVENT ......................................................................................... 16
13.	PARTICIPATION RIGHTS AND REORGANISATION ............................................................. 17
	13.1	Participation Rights ..................................................................................................17
	13.2	Adjustment for Reorganisation ................................................................................17
	13.3	Notice of Adjustments .............................................................................................18
	13.4	Cumulative Adjustments ..........................................................................................18
14.	OVERRIDING RESTRICTIONS ON ISSUE AND EXERCISE ...................................................... 18
15.	AMENDMENTS .............................................................................................................. 18
	15.1	Power to amend Plan ...............................................................................................18
	15.2	Adjustment to Performance Right Terms ................................................................18
	15.3	Notice of amendment ..............................................................................................19
16.	TRUST ........................................................................................................................... 19
17.	MISCELLANEOUS............................................................................................................ 19
	17.1	Rights and obligations of Participant .......................................................................19
	17.2	Power of the Board ..................................................................................................20
	17.3	Dispute or disagreement ..........................................................................................21
	17.4	Calculation of adjustments…………………………………………………………………………………..21
	17.5	Non-residents of Australia .......................................................................................21
	17.6	Communication ........................................................................................................21
	17.7	Attorney ...................................................................................................................21
	17.8	Costs and Expenses ..................................................................................................22
	17.9	Tax Withholding .......................................................................................................22
	17.10	Data protection ........................................................................................................22
	17.11	Waiver………………………………………………………………………………………………………………….23
	17.12	Error in Allocation ....................................................................................................23
	17.13	No fiduciary capacity ................................................................................................23
	17.14	ASX Listing Rules ......................................................................................................23
	17.15	Enforcement ............................................................................................................23
	17.16	Entire Agreement .....................................................................................................23
	17.17	Applicable Law……………………………………………………………………………………………………..24
	17.18	Laws governing Plan .................................................................................................24

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ALPHA HPA LIMITED

INCENTIVE PERFORMANCE RIGHTS PLAN

The Directors are empowered to operate the Alpha HPA Limited Incentive Performance Rights Plan ( Plan ) on the following terms and in accordance with the ASX Listing Rules (where applicable).

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

For the purposes of the Plan, the following words have the following meanings.

Application Form means the Application Form by which an Eligible Participant or Nominee (as applicable) applies for Performance Rights in response to an Offer for Performance Rights.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the Australian Securities Exchange, as the context requires.

ASX Listing Rules means the official Listing Rules of the ASX as they apply to the Company from time to time.

Bad Leaver means a Participant whose employment or office with a Group Company ceases in circumstances where the Participant is not a Good Leaver, unless otherwise determined by the Board in its sole and absolute discretion.

For the avoidance of doubt, for the purposes of these Rules and any Offer, a Participant ceases employment when they are no longer employed or engaged by, and no longer hold any other office with, any Group Company.

Blackout Period means a period when the Participant is prohibited from trading in the Company's securities by the Company's written policies or applicable law.

Board means the board of Directors of the Company, or any committee or duly authorised person or body to which the Board has delegated its powers for the purposes of the Plan.

Business Day means those days, other than a Saturday, Sunday or public holiday in the State, on which banks are open for business.

Cash Payment means, in respect of a vested Performance Right, except as otherwise provided for in the Offer for that Performance Right, a cash amount equal to the current Market Value of a Share.

Change of Control Event means:

(a) an offer is made for Shares pursuant to a takeover bid under Chapter 6 of the Corporations Act and the Board resolves to recommend the bid, or the bid is, or is declared, unconditional;
(b) the Court sanctions under Part 5.1 of the Corporations Act a compromise or arrangement pursuant to which control of the majority of the shares in the Company may change;
(c) an administrator, liquidator, provisional liquidator, receiver or receiver and manager is appointed in respect of the Company or substantially all of the assets of the Company;
(d) a notice of a general meeting of the Company proposing a resolution to voluntarily wind-up the Company is dispatched to members of the Company; or
(e) any transaction or event is proposed that, in the opinion of the Board, is likely to result in one or more persons becoming entitled to exercise control over the Company.

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Closing Date means the date on which an Offer is stated to close.

Company means Alpha HPA Limited (ACN 106 879 690).

Constitution means the constitution of the Company from time to time.

Corporations Act means the Corporations Act 2001 (Cth).

Deal or Dealing means, in relation to Performance Rights, a sale, transfer, gift or other disposal, or entry into a Derivative in relation to the Performance Rights, or the grant or disposal of an option to dispose of the Performance Rights, or the use of the Performance Rights as security or the grant of any encumbrance over the Performance Rights, or the engagement in any other transaction involving a beneficial interest or a change in the legal or beneficial ownership of the Performance Rights, or the entry into any agreement to do any of the above things.

Derivative includes derivatives within the meaning given in section 761D of the Corporations Act (such as options, forward contracts, swaps, futures, warrants, caps and collars) and any other transaction in financial products that operates to limit the economic risk associated with holding the relevant securities.

Director means any person occupying the position of a director of any Group Company (including an alternate director or managing director appointed in accordance with the relevant constitution).

Eligible Participant means:

(a) a Director (whether executive or non-executive) of any Group Company;
(b) a full or part time employee of any Group Company;
(c) a casual employee or contractor of a Group Company; or
(d) a prospective participant, being a person to whom the Offer is made but who can only accept the Offer if an arrangement has been entered into that will result in the person becoming an Eligible Participant under Rules (a), (b) or (c) above,

who is declared by the Board in its discretion to be eligible to receive grants of Performance Rights under the Plan.

Expiry Date means, in respect of a Performance Right, the date on which the Performance Right lapses (if it has not already otherwise lapsed in accordance with the Plan), being the date 15 years from the date of the Grant Date or such other date determined by the Board and specified in the Offer Document.

Good Leaver means, a Participant who ceases employment or office with any Group Company as a result of genuine Redundancy, death, Total and Permanent Disability, terminal illness or Retirement.

Grant Date means, in relation to a Performance Right, the date on which the Performance Right is granted.

Group Company means the Company or any Related Body Corporate.

Holding Lock means a mechanism arranged or approved by the Board and administered by or on behalf of the Company that prevents Shares being disposed of by a Participant.

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Market Value , in respect of a Share, means:

(a) where the Company is not listed on the ASX, the more recent of:
(i) the most recent cash or cash equivalent price at which Shares were issued or sold for valuable consideration in a bona fide, arms’ length transaction (not being Shares issued under this Plan); and
(ii) the market value of a Share as determined by the Company, acting reasonably, such valuation being no less than twelve (12) months old as at the date the Market Value is to be determined; or
(b) where the Company is listed on the ASX, the volume weighted average market price for Shares traded on the ASX over the 10 most recent trading days on which the Shares were traded prior to the day on which the Market Value is to be determined.

Nominee means a nominee of an Eligible Participant that is one of the following:

(a) an immediate family member of the Eligible Participant (being a spouse, parent, child or sibling);
(b) a body corporate controlled by the Eligible Participant or their immediate family member as described in (a); or
(c) a corporate trustee of a self-managed superannuation fund (within the meaning of the Superannuation Industry (Supervision) Act 1993 ) where the Eligible Participant is a director of the trustee.

Offer means an invitation to treat made to an Eligible Participant to be granted one or more Performance Rights under the Plan as set out in an Offer Document.

Offer Document means an offer document in the form as approved by the Board from time to time consistent with the Corporations Act.

Participant means an Eligible Participant to whom Performance Rights have been granted under the Plan and who has accepted an Offer to participate in or, if Rule 5.4 applies, a Nominee of the Eligible Participant to whom Performance Rights have been granted under the Plan and has accepted an Offer.

Performance Period means the period or periods over which the Vesting Conditions are assessed as specified by the Board for the purposes of each Offer.

Performance Right means a conditional right to be issued or transferred a Share (or paid a Cash Payment), upon and subject to the terms of these Rules and the terms of any applicable Offer.

Plan means the plan as set out in this document, subject to any amendments or additions made under Rule 16.

Redundancy means termination of the employment, office or engagement of a Relevant Person due to economic, technological, structural or other organisational change where:

(a) no Group Company requires the duties and responsibilities carried out by the Relevant Person to be carried out by anyone; or
(b) no Group Company requires the position held by the Relevant Person to be held by anyone.

Related Body Corporate means a related body corporate (as defined in the Corporations Act) of the Company.

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Relevant Person means:

(a) in respect of an Eligible Participant, that person; and
(b) in respect of a Nominee of an Eligible Participant, that Eligible Participant.

Restricted Shares means Shares issued on the exercise of a Performance Right granted under the Plan that the Board has determined are subject to restrictions on Dealing for a Restriction Period.

Restriction Period means the period during which Performance Rights, or a Share issued on the exercise of a Performance Right are subject to Dealing restrictions in accordance with this Plan and the terms of the Offer.

Retirement means where a Relevant Person intends to permanently cease all gainful employment in circumstances where the Relevant Person provides, in good faith, a written statutory declaration to the Board to that effect.

Rules means the rules of the Plan set out in this document, as amended from time to time.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of Shares.

State means New South Wales.

Total and Permanent Disability means that the Relevant Person has, in the opinion of the Board, after considering such medical and other evidence as it sees fit, become incapacitated to such an extent as to render the Relevant Person unlikely ever to engage in any occupation with any Group Company for which he or she is reasonably qualified by education, training or experience.

Vesting Condition means, in respect of a Performance Right, any service and/or other condition set out in the Offer which must be satisfied (unless waived in accordance with the Plan) before that Performance Right can be exercised or any other restriction on exercise of that Performance Right specified in the Offer or in this Plan.

1.2 Interpretation

In this Plan unless the context otherwise requires:

(a) headings are for convenience only and do not affect the interpretation of this Plan;
(b) any reference in the Plan to any enactment of the ASX Listing Rules includes a reference to that enactment or those ASX Listing Rules as from time to time amended, consolidated, re-enacted or replaced;
(c) the singular includes the plural and vice versa;
(d) any words denoting one gender include the other gender;
(e) where any word or phrase is given a definite meaning in this Plan, any part of speech or other grammatical form of that word or phrase has a corresponding meaning;
(f) a reference to:
(i) a person includes a natural person, partnership, joint venture, government agency, association, corporation or other body corporate;
(ii) a document includes all amendments, schedules, attachments or supplements to that document;
(iii) a Rule, schedule or attachment is a reference to a Rule of or schedule or

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attachment to this Plan;

(iv) a law includes a constitutional provision, treaty, decree, convention, statute, regulation, ordinance, by-law, judgment, rule of common law or equity or a rule of an applicable financial market and is a reference to that law as amended, consolidated or replaced;
(v) an agreement other than this Plan includes an undertaking, or legally enforceable arrangement or understanding, whether or not in writing; and
(vi) a monetary amount is in Australian dollars; and
(g) when the day on which something must be done is not a Business Day, that thing must be done on the following Business Day.in determining the time of day, where relevant to this document, the relevant time of day is:
(i) for the purposes of giving or receiving notices, the time of day where a party receiving a notice is located; or
(ii) for any other purpose under this document, the time of day in the place where the party required to perform an obligation is located.

2. PURPOSE

The purpose of the Plan is to:

(a) assist in the reward, retention and motivation of Eligible Participants;
(b) link the reward of Eligible Participants to performance and the creation of Shareholder value;
(c) align the interests of Eligible Participants more closely with the interests of Shareholders by providing an opportunity for Eligible Participants to receive Shares;
(d) provide Eligible Participants with the opportunity to share in any future growth in value of the Company; and
(e) provide greater incentive for Eligible Participants to focus on the Company's longer term goals.

Introduction

2.1 Governing Rules

(a) The Plan operates according to these Rules which bind the Company and each Participant.
(b) These Rules should be read in conjunction with the relevant Offer Document, the Trust Deed (if applicable), the Constitution and the Company’s Security Trading Policy. In the event of any inconsistency between these documents, the following order of priority shall apply:
(i) the Constitution;
(ii) the Company’s Security Trading Policy;
(iii) the relevant Offer;
(iv) these Rules; and
(v) the trust deed of a trust established for the purposes of clause 17 (if applicable).
Title to Awards (a) Unless the Board determines otherwise, Offers may not be registered in any name other than that of the Participant.

2.2 Title to Awards

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3. COMMENCEMENT AND TERM

(a) This Plan will commence on the date determined by resolution of the Board and will continue until terminated by the Board.
(b) The Board may suspend or terminate the Plan at any time by resolution for such period or periods as it thinks appropriate. Termination shall not affect the rights or obligations of a Participant or the Company which have arisen under the Plan before the date of termination and the provisions of the Plan relating to a Participant’s Performance Rights shall survive termination of the Plan until fully satisfied and discharged.

4. OFFER OF PERFORMANCE RIGHTS

4.1 Offer

(a) The Board may, from time to time, in its absolute discretion, make a written invitation to any Eligible Participant (including an Eligible Participant who has previously received an Offer) to apply for Performance Rights, upon the terms set out in the Plan and upon such additional terms and conditions as the Board determines ( Offer ).
(b) In exercising that discretion, the Board may have regard to the following (without limitation):
(i) the Eligible Participant's length of service with any Group Company;
(ii) the contribution made by the Eligible Participant to any Group Company;
(iii) the potential contribution of the Eligible Participant to any Group Company; or
(iv) any other matter the Board considers relevant.
(c) For the avoidance of doubt, nothing in this document obliges the Company at any time to make an Offer, or further Offer, to any Eligible Participant.
(d) The Board is not obliged to make Offers of any or the same number of Performance Rights to all Eligible Participants and may make Offers on a differential basis to Eligible Participants. For the avoidance of doubt, an Eligible Participant is not eligible to participate in the Plan unless and until the Board makes an Offer to that Eligible Participant.

4.2 Offer Document

An Offer must be made using an Offer Document.

4.3 Personal Offer

Subject to Rule 5.4, an Offer is personal to the Eligible Employee to whom it is made and

accordingly, the Offer may only be accepted by, and Performance Rights may only be granted to, the Eligible Employee to whom the Offer is made, unless otherwise determined by the Board.

4.4 Nominee

(a) Where agreed in advance in writing with the Board, upon receipt of an Offer, an Eligible Participant may nominate a Nominee in whose favour the Eligible Participant will renounce the Offer.
(b) The Board may, in its discretion, resolve not to allow a renunciation of an Offer in favour of a Nominee without giving any reason for that decision.

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4.5 Minimum Contents of Offer Document

Without in any way limiting the Board’s discretion, an Offer Document must advise the Eligible Participant of the following minimum information regarding the Performance Rights:

(a) the maximum number of Performance Rights that the Eligible Participant may apply for, or the formula for determining the number of Performance Rights that may be applied for;
(b) the maximum number of Shares that the Participant is entitled to be issued or transferred on the exercise of each Performance Right or the formula for determining the maximum number of Shares;
(c) any applicable Vesting Conditions;
(d) the relevant Performance Period;
(e) any Dealing restrictions and Restriction Period applied by this Plan or that the Board has resolved to apply to Shares issued on exercise of the Performance Rights;
(f) when Performance Rights will expire ( Expiry Date );
(g) the manner in which the Rights may be exercised;
(h) the circumstances in which the Performance Rights will lapse or are forfeited;
(i) the manner and form of acceptance of the Offer;
(j) the date by which an Offer must be accepted ( Closing Date ); and
(k) any other information required by law or the ASX Listing Rules or considered by the Board to be relevant to the Performance Rights or the Shares to be issued on the exercise of the Performance Rights.

4.6 Number of Performance Rights

(a) Subject to Rule 5.12, the number of Performance Rights to be offered to an Eligible Participant from time to time will be determined by the Board in its discretion and in accordance with applicable law and the ASX Listing Rules.
(b) Each Performance Right will entitle the holder to be issued or transferred one Share (or to be paid a Cash Payment in lieu of the issue or transfer of one Share) unless the Plan or an applicable Offer otherwise provides.

4.7 No Consideration

Performance Rights granted under the Plan will be issued for nil cash consideration.

4.8 Vesting Conditions

A Performance Right may be made subject to Vesting Conditions as determined by the Board in its discretion and as specified in the Offer for the Performance Right.

4.9 Share Restriction Period

A Share issued on exercise of a Performance Right may be subject to a Restriction Period as determined in accordance with Rule 10 of this Plan.

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4.10 Deferred Taxation

Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies to the Plan such that the Performance Rights granted are subject to deferred taxation in Australia, except to the extent an Offer provides otherwise.

4.11 Quotation of Performance Rights

Performance Rights will not be quoted on the ASX, except to the extent provided for by this Plan or unless the Offer provides otherwise.

4.12 Legal constraints

Notwithstanding any other rule:

(a) a person may not acquire Shares; or
(b) be granted Performance Rights; or
(c) receive a Cash Payment determined by reference to the value of an Offer (at the election of the Board),

under the Plan if it appears to the Board that doing so would contravene these Rules, the Constitution, the ASX Listing Rules or any law of a jurisdiction in which the person resides or, in the Board’s opinion, would give rise to unreasonable cost or regulatory requirements for the Company.

5. ACCEPTANCE OF OFFER

5.1 Acceptance of Offer

An Eligible Participant (or permitted Nominee) may accept an Offer, by signing and returning an Application Form to the Company no later than the Closing Date.

5.2 Board’s right to reject

(a) The Board may accept or reject any Application Form in its absolute discretion.
(b) Before accepting or rejecting the Application Form, the Board may require the applicant to provide any information that the Board requests concerning the person's entitlement to lodge an Application Form under this Plan.
(c) The Board must promptly notify an applicant if an Application Form has been rejected, in whole or in part.

5.3 Participant Agrees to be Bound

(a) An Eligible Participant, by submitting an Application Form, agrees to:
(i) participate in the Plan and be bound by the terms and conditions of the Offer, Rules and the Application Form;
(ii) become a member of the Company and be bound by the Constitution upon receiving Shares; and
(iii) comply with the Company’s Security Trading Policy and any other relevant Group Company policies.

If the Board resolves to allow a renunciation of an Offer in favour of a Nominee, the Eligible Participant will procure that the permitted Nominee accepts the Offer made to that Eligible Participant and that both the Eligible Participant and the Nominee agree to be bound by the terms and conditions of the Offer and Application Form, the Plan and the Constitution of the Company, as amended from time to time.

5.4 Lapse of Offer

To the extent an Offer is not accepted in accordance with Rule 6.1, the Offer will lapse on the date following the Closing Date, unless the Board determines otherwise.

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6. GRANT OF PERFORMANCE RIGHTS

6.1 Grant of Performance Rights

(a) Subject to Rule 7.2, once the Board has received and approved a duly signed and completed Application Form for Performance Rights, the Company must, provided the Eligible Participant to whom the Offer was made remains an Eligible Participant, promptly grant Performance Rights to the applicant, upon the terms set out in the Offer, the Application Form and the Plan and upon such additional terms and conditions as the Board determines.
(b) The Company will, within a reasonable period after the Grant Date of the Performance Rights, issue the applicant with a certificate evidencing the grant of the Performance Rights.

6.2 Approvals

The Company’s obligation to grant Performance Rights is conditional on:

(a) the grant of the Performance Rights complying with all applicable legislation, the ASX Listing Rules and the Constitution; and
(b) all necessary approvals required under any applicable legislation and the ASX Listing Rules being obtained prior to the grant of the Performance Rights.

6.3 Restrictions on Dealings

(a) Subject to the ASX Listing Rules, and except as otherwise provided for by an Offer, a Participant must not Deal with any Performance Right granted under the Plan unless:
(i) with the consent of the Board (which may be withheld in its absolute discretion); or
(ii) where required by law (including on death or bankruptcy of a Participant) and the Participant (or the Participant’s legal personal representative or trustee in bankruptcy) has provided evidence satisfactory to the Board of that fact.
(iii) by force of law upon death to the Participant’s legal personal representative or upon bankruptcy to the Participant’s trustee in bankruptcy.

7. VESTING AND EXERCISE OF PERFORMANCE RIGHTS

7.1 Vesting Conditions

(a) Subject to Rules 8.2 and 8.3, a Performance Right granted under the Plan will not vest and be exercisable unless the Vesting Conditions (if any) attaching to that Performance Right have been satisfied, as determined by the Board acting reasonably, and the Board has notified the Participant of that fact.
(b) Vesting Conditions may be varied or waived by the Company at its discretion, by notice to the relevant Participant, subject to any requirements under applicable law (including shareholder approval).

7.2 Vesting Condition Exceptions

Notwithstanding Rule 8.2, the Board may in its absolute discretion, except in respect of Rule 8.2(b) where (unless an Offer provides otherwise) Vesting Conditions are deemed to be automatically waived, by written notice to a Participant, resolve to waive any of the Vesting Conditions applying to Performance Rights due to:

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(a) a Change of Control Event occurring; or
(b) the Company passing a resolution for voluntary winding up, or an order is made for the compulsory winding up of the Company,

in which case Rule 8.3 applies.

7.3 Exercise on Vesting

A Participant (or their personal legal representative where applicable) may, subject to the terms of this Plan and any Offer, exercise any vested Performance Right in the form and manner specified in the Offer.

8. ISSUE/TRANSFER OF SHARES OR CASH PAYMENT

8.1 Cash or equity settlement

(a) Following the exercise of a Performance Right, the Company must, at the election of the Board, either:
(i) allocate to, or procure the transfer to or for the benefit of the Participant (or his or her personal legal representative) the number of Shares that relate to each vested Performance Right exercised; or
(ii) make a Cash Payment in full satisfaction of the vested Performance Right, at which time the Performance Right will automatically lapse.
(b) The amount in clause 9.1(a)(ii), will be paid in cleared funds to or on behalf of the Participant less any tax required to be withheld and inclusive of any superannuation contribution.
(c) The Board may make a decision for the purposes of clause 9.1(a), by notice to the relevant Participant, upon or in advance of any exercise of Performance Rights, and in relation to some or all of the Performance Rights which may vest from time to time or within a specified period (and, for the avoidance of doubt, on a per Performance Right basis).

8.2 Fractions of Shares

If Performance Rights are exercised simultaneously, then the Company may aggregate the number of Shares or fractions of Shares for which the Participant is entitled to subscribe. Fractions in the aggregate number only will be disregarded in determining the total entitlement of a Participant.

8.3 Blackout Period, Takeover Restrictions and Insider Trading

If the issue or transfer of Shares on exercise of a Performance Right would otherwise fall within a Blackout Period, or breach the insider trading or takeover provisions of the Corporations Act, or the ASX Listing Rules, the Company may delay the issue of the Shares until 10 Business Days following the expiration, as applicable, of the Blackout Period or the day on which the insider trading or takeover provisions or the ASX Listing Rules, no longer prevent the issue or transfer of the Shares.

8.4 Rights attaching to Shares

A Participant will, from and including the issue date of Shares under this Plan, be the legal owner of the Shares issued in respect of them and will be entitled to dividends and to exercise voting rights attached to the Shares.

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8.5 Share ranking

All Shares issued under the Plan will rank equally in all respects with the Shares of the same class for the time being on issue except as regards any rights attaching to such Shares by reference to a record date prior to the date of their issue.

8.6 Quotation on ASX

The Company will apply to the ASX to have Shares allotted and issued pursuant to the Plan quoted as soon as practicable after they are issued, if the Company’s Shares are quoted on ASX at that time.

8.7 Sale of Shares

(a) Subject to Rules 9.7(d) and 10 and the Company’s Constitution, there will be no transfer restrictions on Shares issued or transferred under the Plan unless the sale, transfer or disposal by the Participant of the Shares issued or transferred to them on exercise of the Performance Rights (or any interest in them) would require the preparation of a disclosure document (as that term is defined in the Corporations Act).
(b) If a disclosure document is required, the Participant agrees to enter into such arrangements with the Company as the Board considers appropriate to prevent the sale, transfer or disposal of the relevant Shares in a manner that would require a disclosure document to be prepared.
(c) The Company will issue, where required to enable Shares issued on exercise of Performance Rights to be freely tradeable on the ASX (subject to any Restriction Period), a cleansing statement under Section 708A(5) of the Corporations Act at the time Shares are issued. Where a cleansing statement is required, but cannot be issued, the Company will lodge a prospectus in relation to the Shares with ASIC which complies with the requirements of the Corporations Act and allows the Shares to be freely tradeable on the ASX (subject to any Restriction Period).
(d) A Participant must not sell, transfer or dispose of any Shares issued to them on exercise of the Performance Rights (or any interest in them) in contravention of the Corporations Act, including the insider trading and on-sale provisions.

9. RESTRICTION ON DEALING IN SHARES

9.1 Restriction Period

Subject to clause 10.4, the Board may, in its discretion, determine at any time up until exercise of Performance Rights, that a restriction period will apply to some or all of the Shares issued or transferred to a Participant on exercise of those Performance Rights ( Restricted Shares ), up to a maximum of five (5) years from the Grant Date of the Performance Rights ( Restriction Period ).

9.2 Waiver of Restriction Period

Subject to Rule 10.4, the Board may, in its sole discretion, having regard to the circumstances at the time, waive a Restriction Period determined pursuant to Rule 10.1.

9.3 No Dealing in Restricted Shares

A Participant must not Deal with any Shares issued to them under the Plan while they are Restricted Shares.

9.4 ASX Imposed Escrow

Shares are deemed to be subject to a Restriction Period to the extent necessary to comply with any escrow restrictions imposed by the ASX Listing Rules.

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9.5 Enforcement of Restriction Period

(a) The Company may implement any procedure it considers appropriate to restrict a Participant from dealing with any Shares for as long as those Shares are subject to a Restriction Period.
(b) The Participant agrees to:
(i) execute a restriction agreement in relation to the Restricted Shares reflecting any Restriction Period applying to the Restricted Shares under the Plan or any escrow imposed by the ASX Listing Rules;
(ii) the Company lodging the share certificates for the Shares (where issuer sponsored) with a bank or recognised trustee to hold until the expiry of any Restriction Period applying to the Shares or until the Shares are otherwise released from restrictions (at which time the Company shall arrange for the share certificates to be provided to the Participant); and
(iii) the application of a Holding Lock over Shares until any Restriction Period applying to the Shares under the Plan has expired (at which time the Company shall arrange for the Holding Lock to be removed).

9.6 Lapse of Restriction Period

When a Share ceases to be a Restricted Share, all restrictions on disposing of or otherwise dealing or purporting to deal with that Share provided in or under these Rules will cease.

10. LAPSE OF PERFORMANCE RIGHTS

10.1 Lapsing of Performance Right

Unless the Board determines otherwise, a Performance Right will lapse upon the earlier to occur of:

(a) unauthorised Dealing in the Performance Right occurring, as governed by Rule 10;
(b) a Vesting Condition in relation to the Performance Right is not satisfied by the due date, or becomes incapable of satisfaction, as determined by the Board acting reasonably, unless the Board exercises its discretion to waive the Vesting Condition in accordance with these Rules;

the Performance Right lapses in accordance with the Cessation of Employment provisions of this Plan;

(i) upon payment of a Cash Payment in respect of the Performance Right ;
(c) the Board deems that a Performance Right lapses due to fraud, dishonesty or other improper behaviour of the holder/Eligible Participant under these Rules (Fraud and Related Matters);
(d) the Performance Right lapses in accordance with the Change of Control provisions of this Plan; and
(e) the Expiry Date of the Performance Right.

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10.2 On Lapsing

Where a Participant’s Performance Rights have lapsed under clause 11.1:

(a) all rights of a Participant under the Plan in respect of those Performance Rights are forfeited;
(b) the Company will:
(i) cancel the Performance Rights; and
(ii) unless the Board determines otherwise, not be liable for any consideration, compensation, damages or other amounts to the Participant in respect of the Performance Rights.

10.3 Fraud and Related Matters

Notwithstanding any other provision of this document, where in the opinion of the Board:

(a) a Participant at any time:
(i) acts, or has acted, fraudulently or dishonestly, or has made a material misstatement on behalf of any Group Company;
(ii) is grossly negligent, demonstrates serious and/or wilful misconduct;
(iii) is in material breach of any of his or her obligations towards any Group Company;
(iv) causes a material adverse effect on the reputation of any Group Company;
(v) deals with or disposes of Performance Rights or Restricted Shares contrary to the provisions of this Plan or any applicable Offer;
(vi) becomes ineligible to hold his or her office due to Part 2D.6 of the Corporations Act; or
(vii) is convicted of an offence or has a judgment entered against them in connection with the affairs of any Group Company;
(b) a Participant has retained Performance Rights, or a Participant’s Performance Rights have been treated in a particular manner, upon the Participant ceasing to be employed by a Group Company, and the Board subsequently becomes aware of circumstances in existence at the time that the Participant’s employment with a Group Company ceased which, had the circumstances been know at that time would, in the opinion of the Board, have resulted in the Performance Rights being forfeited or being treated in a different manner;
(c) there is a material misstatement in, or omission from, the Company’s financial statements, or a misstatement concerning the satisfaction of a Vesting Condition applicable to Performance Rights (in each case whether intentional or inadvertent), which results in a Participant obtaining Performance Rights, Performance Rights vesting or a Dealing restriction in relation to Performance Rights granted under the Plan being lifted, where, in the opinion of the Board, such Performance Rights would not have been obtained or vested, or such restriction would not have been lifted (as applicable) but for that misstatement or omission;
(d) all or part of the initial Offer is no longer justified having regard to information or circumstances which have come to light after the Offer under the Plan was made; or

the Board may without limitation, at its discretion and subject to applicable law, by written notice to the Participant:

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(e) adjust the conditions applicable to the assessment of an Offer;
(f) reduce or extinguish a Participant’s entitlement to an Offer;
(g) deem any unvested, or vested but unexercised, Performance Rights of the Participant to have lapsed or be forfeited (as applicable) or else remain on foot but subject to conditions;
(h) require the Participant to pay back some or all of any Cash Payment paid to the Participant and/or all or part of the net proceeds of sale where Shares acquired under the Plan have been sold, which is deemed to be a debt due and payable by the Participant on demand;
(i) require the Participant to do all such things necessary to cancel any Shares issued on exercise of the Participant’s Performance Rights; or
(j) adjust the Participant’s incentive entitlements or participation in the Plan in the current year or any future year,

if it determines, acting in good faith, that such action is warranted to ensure that no unfair benefit is derived by the Participant.

11. CESSATION OF EMPLOYMENT

11.1 Good Leaver

Unless the Board determines otherwise, where a Participant becomes a Good Leaver:

(a) any and all vested Performance Rights held by the Participant which have not been exercised will continue in force and remain exercisable until the Expiry Date or such lesser period as determined by the Board;
(b) the Board may determine, in its sole and absolute discretion, the manner in which any unvested Performance Rights held by the Participant will be dealt with, including but not limited to:
(i) allowing some or all of those unvested Performance Rights to continue to be held by the Participant, and be subject to existing Vesting Conditions; and/or
(ii) requiring that any remaining unvested Performance Rights automatically lapse in accordance with clause 11.1.

11.2 Bad Leaver

Subject to applicable law, where a Participant becomes a Bad Leaver, unless the Board in its sole and absolute discretion determines otherwise:

(a) any and all vested Performance Rights held by the Participant which have not been exercised will continue in force and remain exercisable until the Expiry Date; and
(b) all unvested Performance Rights held by the Participant will automatically lapse in accordance with clause 11.1.

12. CHANGE OF CONTROL EVENT

(a) If a company ( Acquiring Company ) obtains control of the Company as a result of a Change of Control Event and both the Company, the Acquiring Company and the Participant agree, a Participant may be provided with awards or shares in the Acquiring Company, or its parent or subsidiary, in lieu of the Performance Rights, on substantially the same terms and subject to substantially the same conditions as the Performance Rights, but with appropriate adjustments to the number and kind of shares subject to the Performance Rights.
(b) If a Change of Control Event occurs prior to the vesting and exercise (as applicable) of Performance Rights, or Performance rights ceasing to be subject to any Dealing restrictions and/or Restriction Period, the Board may determine in its absolute discretion, whether some or all of the Performance rights:
(i) vest (whether subject to further conditions or not, and whether subject to

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any Dealing or disposal restrictions or not);

(ii) lapse or are forfeited;
(iii) remain on foot subject to the applicable conditions, Dealing restrictions and/or Restriction Period;
(iv) remain on foot subject to substitute or varied conditions, Dealing restrictions and/or Restriction Period; or
(v) may only be exercised within a specific period and will otherwise lapse or be forfeited,

having regard to any matter the Board considers relevant, including, without limitation, the circumstances of the Change of Control Event, the extent to which the applicable Vesting Conditions have been satisfied and/or the proportion of any applicable Performance Period and/or Restriction Period that has passed at that time.

(c) Where the Board does not exercise its discretion pursuant to rule 13(a) and a Change of Control Event occurs then, unless the Board determines otherwise:
(i) any unvested Performance Rights will vest on a pro-rata basis to time, based on the proportion of the Performance Period that has passed at the time of the Change of Control Event;
(ii) Performance Rights which are subject to any Dealing restrictions and/or Restriction Period at the time of the Change of Control Event, will no longer be subject to Dealing or other restrictions; and
(iii) where the Change of Control Event occurs during the period Performance rights are exercisable, the Performance Rights may only be exercised during the period specified by the Board, which can be a period that is shorter or ends earlier than the Expiry Date.
(d) Notwithstanding the default treatment set out in these Rules, the Board may specify in the Offer to the Participant a particular treatment that will apply to unvested or unexercised Performance Rights in the context of a Change of Control Event.

13. PARTICIPATION RIGHTS AND REORGANISATION

13.1 Participation Rights

(a) There are no participation rights or entitlements inherent in the Performance Rights and Participants will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Performance Rights without exercising the Performance Right and holding Shares prior to the record date for the determination of entitlements.
(b) A Performance Right does not confer the right to a change in the number of underlying Shares over which the Performance Right can be exercised.
(c) A Participant who is not a Shareholder is not entitled to:
(i) notice of, or to vote or attend at, a meeting of the Shareholders of the Company; or
(ii) receive any dividends declared by the Company,

unless and until any Performance Right is exercised and the Participant holds Shares that provide the right to notice and dividends.

13.2 Adjustment for Reorganisation

If, at any time, the issued capital of the Company is reorganised (including consolidation, subdivision, reduction, buy back or cancellation), all rights of a Participant are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules (if applicable) at the time of the reorganisation.

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13.3 Notice of Adjustments

Whenever the number of Shares to be issued on the exercise of a Performance Right is adjusted pursuant to these Rules, the Company will give notice of the adjustment to the Participant and ASX (where required) together with calculations on which the adjustment is based.

13.4 Cumulative Adjustments

Effect will be given to Rule 14.3 in such manner that the effect of the successive applications of them is cumulative, with the intention being that the adjustments they progressively effect will reflect previous adjustments.

14. OVERRIDING RESTRICTIONS ON ISSUE AND EXERCISE

Notwithstanding the Rules or the terms of any Performance Right, no Performance Right may be offered, granted or exercised and no Share may be issued under the Plan if to do so:

(a) would contravene the Corporations Act, the ASX Listing Rules or any other applicable law; or
(b) would contravene the local laws or customs of an Eligible Participant’s country of residence or in the opinion of the Board would require actions to comply with those local laws or customs which are, in the absolute discretion of the Board, impractical.

15. AMENDMENTS

15.1 Power to amend Plan

Subject to Rule 16.2, the Corporations Act and the ASX Listing Rules:

(a) the Board may, at any time, by resolution amend or add to all or any of the provisions of the Plan, an Offer or the terms or conditions of any Performance Right granted under the Plan or amend, reduce or waive the application of any of these Rules to relation to a Participant; and
(b) subject to any shareholder approval (if required) any amendment may be given such retrospective effect as is specified in the written instrument or resolution by which the amendment is made;
(c) unless otherwise determined by the Board, amendment of these Rules or the terms of an Offer will be of immediate effect.

15.2 Adjustment to Performance Right Terms

No adjustment or variation of the terms of a Performance Right will be made without the consent of the Participant who holds the relevant Performance Right if such adjustment or variation would have a materially prejudicial effect upon the Participant (in respect of his or her outstanding Performance Rights), other than an adjustment or variation introduced primarily:

(a) for the purpose of complying with or conforming to present or future State, territory or Commonwealth legislation governing or regulating the maintenance or operation of the Plan or like plans;
(b) to correct any manifest error or mistake;
(c) to enable a Group Company to comply with the Corporations Act, the ASX Listing Rules, applicable foreign law, or a requirement, policy or practice of the ASIC or other foreign or Australian regulatory body; or

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(d) to take into consideration possible adverse taxation implications in respect of the Plan, including changes to applicable taxation legislation or the interpretation of that legislation by a court of competent jurisdiction or any rulings from taxation authorities administering such legislation.

15.3 Notice of amendment

As soon as reasonably practicable after making any amendment under Rule 16.1, the Board will give notice in writing of that amendment to any Participant affected by the amendment. Failure by the Board to notify a Participant of any amendment will not invalidate the amendment as it applies to that Participant.

16. TRUST

(a) The Board may, at any time:
(i) appoint a trustee on terms and conditions which it considers appropriate to do all such things and perform all such functions as it considers appropriate to operate the Plan, including to acquire and hold Performance Rights or Shares allocated in respect of Performance Rights on behalf of Participants, for transfer to future Participants or otherwise for the purposes of the Plan;
(ii) establish a trust for the purposes set out above.
(b) The Board may determine that the trustee will hold the Shares allocated to or on behalf of a Participant as beneficial owner in accordance with these Rules.
(c) Each Participant has a beneficial interest in the Shares allowanced to him or her and is at all times absolutely entitled to those Shares (or a cash payment equal in value to a Share, at the election of the Board) as against the trustee upon the terms set out in these Rules, except that any dealing with the Shares by the Participant will be restricted as provided in these Rules.

The Board may at any time amend all or any of the provisions of this Plan to effect the establishment of a trust and the appointment of a trustee as detailed in this Rule.

17. MISCELLANEOUS

17.1 Rights and obligations of Participant

(a) The rights and obligations of an Eligible Participant under the terms of their office, employment or contract with a Group Company are not affected by their participation in the Plan. This Plan will not form part of, and is not incorporated into, any contract of any Eligible Participant (whether or not they are an employee of a Group Company).
(b) No Participant will have any rights to compensation or damages in consequence of:
(i) the termination, for any reason, of the office, employment or other contract with a Group Company of the Participant (or, where the Participant is a Nominee of the Eligible Participant, that Eligible Participant) where those rights arise, or may arise, as a result of the Participant ceasing to have rights under the Plan as a result of such termination; or
(ii) the lapsing of Performance Rights in accordance with this Plan.
(c) Nothing in this Plan, participation in the Plan or the terms of any Performance Right:
(i) affects the rights of any Group Company to terminate the employment, engagement or office of an Eligible Participant or a Participant (as the case may be) in accordance with applicable law;
(ii) affects the rights and obligations of any Eligible Participant or Participant

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under the terms of their employment, engagement or office with any Group Company;

(iii) confers any legal or equitable right on an Eligible Participant or a Participant whatsoever to take action against any Group Company in respect of their employment, engagement or office;
(iv) creates any contractual or other right to receive future Offers or future participation in the Plan, or benefits in lieu of participation in the Plan, even if participation is offered repeatedly;
(v) confers on an Eligible Participant or a Participant any rights to compensation or damages in consequence of the termination of their employment, engagement or office by any Group Company for any reason whatsoever including ceasing to have rights under the Plan as a result of such termination; or
(vi) confers any responsibility or liability on any Group Company or its directors, officers, employees, representatives or agents in respect of any taxation liabilities of the Eligible Participant or Participant.
(d) If a Vesting Condition attached to a Performance Right requires a Participant to remain an employee of a Group Company, then the Participant will be treated as having ceased to be an employee of a Group Company at such time the Participant’s employer ceases to be a Group Company.
(e) A Participant who is granted an approved leave of absence and who exercises their right to return to work under any applicable award, enterprise agreement, other agreement, statute or regulation before the exercise of a Performance Right under the Plan will be treated for those purposes as not having ceased to be such an employee.
(f) The Board may from time to time require a Participant to complete and return any documents that are required by law to be completed by the Participant and any other documents which the Company considers should, for legal or taxation reasons, be completed by the Participant.

17.2 Power of the Board

(a) The Plan is administered by the Board which has power to:
(i) determine appropriate procedures for administration of the Plan consistent with this Plan;
(ii) make all other determinations which the Board considers necessary or desirable for the administration of this Plan;
(iii) take and rely upon independent professional or expert advice in or in relation to the exercise of any of its powers or discretions under this Plan;
(iv) appoint or engage specialist service providers for the operation and administration of the Plan; and
(v) delegate to any one or more persons, for such period and on such conditions as it may determine, the exercise of any of its powers or discretions arising under the Plan.
(b) Except as otherwise expressly provided in this Plan, the Company and the Board each have absolute and unfettered discretion to act, or refrain from acting, under or in connection with the Plan or any Performance Rights under the Plan and in the exercise of any power or discretion under the Plan.

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17.3 Dispute or disagreement

In the event of any dispute or disagreement as to the interpretation of the Plan, or as to any question of fact or right arising from or related to the Plan or to any Performance Rights granted under it, the decision of the Board is final and binding.

17.4 Calculations or adjustments

(a) Any calculations or adjustments which are required to be made in connection with any Performance Rights under the Plan will be made by the Board and will, in the absence of manifest error, be final and conclusive and binding on the Participant.
(b) Where any calculation or adjustment to be made pursuant to these Rules produces a fraction of a cent or a fraction of a Share, the fraction will be eliminated by rounding down to the nearest whole number.

17.5 Non-residents of Australia

(a) The Board may adopt additional rules of the Plan applicable in any jurisdiction outside Australia under which rights offered under the Plan may be subject to additional or modified terms, having regard to any securities, exchange control or taxation laws or regulations or similar factors which may apply to the Participant or to any Group Company in relation to the rights. Any additional rule must conform to the basic principles of the Plan.
(b) When a Performance Right is granted under the Plan to a person who is not a resident of Australia the provisions of the Plan apply subject to such alterations or additions as the Board determines having regard to any securities, exchange control or taxation laws or regulation or similar factors which may apply to the Participant or to any Group Company in relation to the Performance Right.

17.6 Communication

(a) Any notice or other communication under or in connection with the Plan may be given by personal delivery or by sending the same by post or by email:
(i) in the case of a company, to its registered office by ordinary prepaid post addressed to the Company Secretary or emailed to the email address specified in the Offer for these purposes;
(ii) in the case of an individual, to the individual’s last notified address; or
(iii) where a Participant is a Director or employee of a Group Company, either to the Participant’s last known address or to emailed to the email address specified by that person for these purposes (which will be taken to be their work email unless otherwise specified).
(b) Where a notice or other communication is given by post, it is deemed to have been received two Business Days after it was put into the post (where the addressee is located in Australia) or seven Business Days (where the addressee is located outside Australia) properly addressed and stamped.
(c) Where a notice or communication is given by email, it is deemed to have been received when the sender receives an automated message confirming deliver or one hour after the time sent (as recorded on the device which the sender sent the email) unless the sender receives an automated message that the email has not been delivered, whichever happens first.

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(d) Despite this Rule if any communication is received, or taken to be received under this Rule, after 5.00pm in the place of receipt or on a non-Business Day, it is taken to be received at 9.00am on the next Business Day and take effect from that time unless a later time is specified.

17.7 Attorney

Each Participant:

(a) irrevocably appoints the Company and any person nominated from time to time by the Company (each an attorney), severally, as the Participant’s attorney to complete and execute any documents, including applications for Shares and Share transfers, and to do all acts or things on behalf of and in the name of the Participant which may be convenient or necessary for the purpose of enforcing a Participant’s obligations, or exercising the Company’s rights, under this Plan or an Offer (including to effect the lapse or forfeiture of Awards in accordance with this Plan);
(b) (or after his or her death, his or her legal representative) will be deemed to ratify and confirm any act or thing done pursuant to this power and to indemnify the attorney in respect of doing so;
(c) except in respect of any losses caused by the Company’s reckless or wilful misconduct, indemnifies and holds harmless each Group Company and the attorney in respect thereof.

17.8 Costs and Expenses

The Company will pay all expenses, costs and charges in relation to the establishment, implementation and administration of the Plan, including all costs incurred in or associated with the issue or purchase of Shares for the purposes of the Plan.

17.9 Tax Withholding

(a) No Group Company is responsible for any taxes which may become payable by a Participant in connection with the issue or transfer of any Performance Rights or any other dealing by a Participant with such Performance Rights, including any Cash Payment. Participants are solely responsible for such amounts.
(b) Where any taxes referred to in paragraph (a) are required to be withheld and remitted to the relevant taxation authority by a Group Company, the Company may either:
(i) require the Participant to reimburse the Group Company for any taxes which the Group Company is required to withhold;
(ii) sell on behalf of the Participant that number of Performance Rights, or Shares which would otherwise have been issued to the Participant on the exercise of Performance Rights, required to provide the funds required to be withheld on account of taxes; or
(iii) raise the amount required to be withheld on account of taxes through any combination of the methods in paragraphs (i) and (ii),
and by participating in the Plan, each Participant authorises the relevant Group Company to make any such deduction or withholding through any combination of the above methods.

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17.10 Data protection

By lodging an Application Form and accepting the Offer, each Participant consents to the collection, holding, use, disclosure and processing of personal data provided by the Participant to any Group Company for all purposes relating to the operation of the Plan. These include, but are not limited to:

(a) administering and maintaining Participants' records;
(b) providing information to trustees of any employee benefit trust, registrars, brokers or third party administrators of the Plan;
(c) the disclosure of information about the Plan and themselves to the Australian Taxation Office (or relevant tax authority in any other jurisdiction) which is required to be provided in accordance with the Company’s reporting obligations under Australian tax legislation or relevant tax legislation in any other jurisdiction;
(d) providing information to future purchasers of the Company or the business in which the Participant works; and
(e) transferring information about the Participant to a country or territory outside Australia.

17.11 Waiver

A provision of this Plan or the Offer, or a right created under either of them, may not be waived or varied except in writing, signed by the party or parties to be bound.

17.12 Error in Allocation

If any Performance Rights are provided under this Plan in error or by mistake to a person ( Mistaken Recipient ) who is not the intended recipient, the Mistaken Recipient shall have no right or interest, and shall be taken never to have had any right or interest, in those Performance Rights and those Performance Rights will immediately lapse.

17.13 No fiduciary capacity

The Board must exercise any power or discretion conferred on it by this Plan in the interest or for the benefit of the Company, and in so doing the Board is not required to act in the interests of another person or as requested by another person and will not be under any fiduciary obligation to another person.

17.14 ASX Listing Rules

If, and for so long as, the Company is admitted to the ASX, the provisions of the ASX Listing Rules of the ASX will apply to the Plan, and to the extent that the Plan and the ASX Listing Rules are inconsistent, the provisions of the ASX Listing Rules will prevail.

17.15 Enforcement

If the whole or any part of a provision of this Plan or an Invitation is void, unenforceable or illegal in a jurisdiction it is severed for that jurisdiction. The remaining provisions have full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected. This rule has no effect if the severance alters the basic nature of this Plan, or is contrary to public policy.

17.16 Entire Agreement

These Rules, the Offer, the Constitution, the Company’s Security Trading Policy, the terms of the relevant Eligible Participant’s employment, engagement or office with a Group Company and the

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Trust Deed (if applicable) constitute the entire agreement between the Company and the relevant Participant about their subject matter.

17.17 Applicable Law

To the extent that any covenant or other provision contained in the Plan is inconsistent with any applicable law, then this Plan is deemed modified to the extent necessary to make it consistent with applicable law.

17.18 Laws governing Plan

(a) This Plan, and any Awards issued under it, are governed and are to be construed in accordance with the laws of New South Wales.
(b) The Company and the Participants submit to the non-exclusive jurisdiction of the courts of New South Wales.

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Need assistance?

Phone:

1300 552 270 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 11:00am (AEST) on Saturday, 22 June 2024.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

All your securities will be voted in accordance with your directions.

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

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Control Number: 183823 SRN/HIN:

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

309241_0_COSMOS_Sample_Proxy/000001/000001/i

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.

Proxy Form

Please mark

to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Alpha HPA Limited hereby appoint

the Chairman OR of the Meeting

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Extraordinary General Meeting of Alpha HPA Limited to be held at Level 11, 5 Martin Place, Sydney, NSW 2000 on Monday, 24 June 2024 at 11:00am (AEST) and at any adjournment or postponement of that meeting. Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 3 and 4 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 3 and 4 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolutions 3 and 4 by marking the appropriate box in step 2.

	Step 2 Items of Business PLEASE NOTE:If you mark theAbstainbox for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority. For Against Abstain
	Resolution 1 Ratification of Tranche 1 Placement Shares
	Resolution 2 Issue of Tranche 2 Placement Shares
	Resolution 3 Approval to issue Share Rights to Director – Ms Annie Liu
	Resolution 4 Approval to issue Share Rights to Director – Ms Marghanita Johnson

For Against Abstain

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

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Step 3 Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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A4N

AI assistant

ALPHA HPA LIMITED — Proxy Solicitation & Information Statement 2024

64270_rns_2024-05-22_586d837a-b408-4a9f-a9a0-7cdea880ecc4.pdf

Notice of Extraordinary General Meeting

AGENDA

Ordinary Resolution 1. Ratification of Tranche 1 Placement Shares

Voting exclusion statement:

Ordinary Resolution 2.

Issue of Tranche 2 Placement Shares

Voting exclusion statement:

Ordinary Resolution 3

Approval to issue Share Rights to Director – Ms Annie Liu

Ordinary Resolution 4 Approval to issue Share Rights to Director – Ms Marghanita Johnson

Voting Prohibition Statement

Voting Exclusion Statement

Explanatory Memorandum to the Notice of Extraordinary General Meeting to be held on 24 June 2024

Resolution 1

Ratification of Tranche 1 Placement Shares

Background

Listing Rules 7.1 and 7.4

If Resolution 1:

Specific information required under Listing Rule 7.5

The Directors recommend that you vote IN FAVOUR of Resolution 1. The Chairman of the Meeting intends to vote undirected proxies IN FAVOUR of Resolution 1.

Resolution 2 Issue of Tranche 2 Placement Shares

Background

Listing Rule 7.1

If Resolution 2:

Specific information required under Listing Rule 7.3

The Directors recommend that you vote IN FAVOUR of Resolution 2. The Chairman of the Meeting intends to vote undirected proxies IN FAVOUR of Resolution 2.

Resolutions 3 and 4

Approval of grant of share rights to Annie Liu and Marghanita Johnson

Why is shareholder approval being sought?

Technical information required by Listing Rule 14.1A

Technical information required by Listing Rule 10.15

ALPHA HPA LIMITED ACN 106 879 690 (Company)

INCENTIVE PERFORMANCE RIGHTS PLAN

T AB LE O F C O N TE NT S

ALPHA HPA LIMITED

INCENTIVE PERFORMANCE RIGHTS PLAN

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

Change of Control Event means:

Corporations Act means the Corporations Act 2001 (Cth).

Eligible Participant means:

Relevant Person means:

1.2 Interpretation

2. PURPOSE

Introduction

2.1 Governing Rules

2.2 Title to Awards

3. COMMENCEMENT AND TERM

4. OFFER OF PERFORMANCE RIGHTS

4.1 Offer

4.2 Offer Document

4.3

Personal Offer

4.4 Nominee

4.5 Minimum Contents of Offer Document

4.6 Number of Performance Rights

4.7 No Consideration

4.8 Vesting Conditions

4.9 Share Restriction Period

4.10 Deferred Taxation

4.11 Quotation of Performance Rights

4.12 Legal constraints

Notwithstanding any other rule:

5. ACCEPTANCE OF OFFER

5.1 Acceptance of Offer

5.2

Board’s right to reject

5.3 Participant Agrees to be Bound

5.4 Lapse of Offer

6. GRANT OF PERFORMANCE RIGHTS

6.1 Grant of Performance Rights

6.2 Approvals

6.3

Restrictions on Dealings

7. VESTING AND EXERCISE OF PERFORMANCE RIGHTS

7.1 Vesting Conditions

7.2 Vesting Condition Exceptions

ALPHA HPA LIMITED Proxy Solicitation & Information Statement 2024