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AMBERTECH LIMITED Share Issue/Capital Change 2023

Oct 16, 2023

64378_rns_2023-10-16_999e15e2-407c-404b-a9d4-46bb98860f59.pdf

Share Issue/Capital Change

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Company Announcements Office ASX Limited 20 Bridge Street Sydney NSW 2000

17 October 2023

Re: Issue of Options under Ambertech ESOP

The Board of Ambertech has resolved to issue new options under the Company’s Employee Share Option Plan. This component of long-term at-risk remuneration is designed to align the interests of recipients, being Ambertech’s senior management team, with those of shareholders. Vesting conditions include achievement of Board approved profitability targets and dividends in each of FY24, FY25 and FY26. A summary of the terms of the option plan are attached.

2,250,000 options are being issued under the Company’s ASX listing rule 7.1 capacity and shareholder approval is not being sought (although the Company may seek ratification of the issue in the future).

A further 750,000 options have been offered to the Company’s Managing Director, but the issue of those options is subject to prior shareholder approval being obtained under ASX listing rule 10.11.

An Appendix 3G will be lodged separately on the ASX Announcements platform.

On behalf of the Board of Ambertech

Yours sincerely

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Robert Glasson Company Secretary Ambertech Limited

Summary of Key Terms of the Ambertech Share Option Plan – Issue October 2023.

The Board proposes to issue 3,000,000 options, at an exercise price of $0.267, expiring on 17 October 2028.

The strike price of $0.267 reflects a premium of 20% to the 20 Day Volume Weighted Average Daily market price for the Company’s shares at the time they were approved by the Board.

The options will be issued for no consideration (but with an exercise price as described below).

Each vested option entitles the holder to subscribe for a fully paid ordinary share in the Company at a price of $0.267 per share at any time during the option exercise period.

The options will be subject to the following vesting schedule;

  • 25% will vest on 1 December 2023.

  • 25% will vest on 30 September 2024.

  • 25% will vest on 30 September 2025; and

  • 25% will vest on 30 September 2026.

The vesting of options has performance hurdles attached including profitability and dividends.

The options will expire five years from the date of issue.

Options to be issued to a Director, Mr Peter Amos, will be subject to approval by Shareholders under Listing Rule 10.11. This approval will be sought at the 2023 Annual General Meeting of Ambertech.

The options are expected to be issued on 18 October 2023.