CENTURIA CAPITAL GROUP — Governance Information 2016

Oct 11, 2016

Centuria Capital Group Executive Incentive Plan Rules

Approved by the Board on 3 August 2016

Centuria Capital Group Executive Incentive Plan Rules

Table of contents

1.	Purpose .................................................................................................................................. 1
2.	Operation of the Plan .............................................................................................................. 1
3.	Unvested Awards .................................................................................................................... 2
4.	Vesting of Awards .................................................................................................................... 3
5.	Ceasing employment............................................................................................................... 4
6.	Variations of capital ................................................................................................................. 6
7.	Divestment of a material business or subsidiary ...................................................................... 6
8.	Change of control .................................................................................................................... 6
9.	Clawback and lapse for fraud or breach................................................................................... 7
10.	Amendments to the Plan and terms ......................................................................................... 8
11.	General terms and conditions .................................................................................................. 9
12.	Interpretation and Definitions ................................................................................................. 11

Centuria Capital Group Executive Incentive Plan Rules

2. Operation of the Plan

2.1.1

1. Purpose

1.1.1

The Plan is designed to allow the Board to make grants of Awards to Employees which provide the opportunity to acquire Securities to assist with:

• (a) attracting, motivating and retaining Employees

• (b) delivering rewards to Employees for individual and Group performance

• (c) allowing Employees the opportunity to become Securityholders; and

• (d) aligning the interests of Employees with those of Securityholders.

2.1 Grant of Awards

The Board may, from time to time, in its absolute discretion, operate the Plan and:

• (a) invite an Employee to participate in a grant of; or

• (b) grant to an Employee,

Awards in accordance with the terms of the Plan and upon such additional terms and conditions as the Board determines.

2.2

2.2.1

Information to be provided

At the time of the invitation under rule 2.1.1(a) or grant under rule 2.1.1(b), the Group will provide each Employee with a Grant Letter which contains the following minimum information regarding the Awards (to the extent it is applicable or relevant):

• (a) the number or value (or the method or formula for determining the number or value) of the Awards being granted, including any target and maximum number or value that may be delivered in respect of a particular Period if relevant, expressed as a percentage of the Participant’s fixed remuneration or in such other manner determined by the Board;

• (b) the date of grant of the Awards;

• (c) the method and form of applying for, accepting, or rejecting, a grant of Awards, as applicable;

• (d) any amount payable upon the grant of Awards;

• (e) details of any applicable Conditions in respect of the Awards, including performance and/or service conditions, and the applicable Period;

• (f) the time or times at which the Conditions will be tested in respect of the Period (at which time, the Awards may Vest and if applicable, become exercisable);

• (g) whether Vested Awards must be exercised to receive Securities, the period or periods during which Awards may be exercised, the manner of exercise of those Awards (including whether Awards will be automatically exercised), the Exercise Price and any applicable Exercise Restrictions;

• (h) details of any Trading Restrictions on Securities allocated following the Vesting of the Awards or Vesting and exercise of Awards (as the case may be), whether on a mandatory or voluntary basis;

• (i) how Awards may be treated in the event that a Participant ceases to be an Employee;

• (j) a statement as to whether Awards may be settled in cash at the discretion of the Group;

• (k) the time and circumstances when Awards lapse; and

• (l) any other relevant terms and conditions to be attached to the Awards or Securities allocated under the Plan.

2.3 No payment on grant of Awards

• 2.3.1 Unless otherwise stated in the Grant Letter, in accordance with rule 2.2.1(d), an Employee is not required to pay for a grant of Awards.

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2.4 Differing terms

2.4.1 The Board may decide to invite Employees to participate in a grant of an Award, or make a grant of an Award, on different terms for different Employees. In making this decision, the Board may have regard to:

• (a) the Employee’s length of service with the Group;

• (b) the Employee’s position and remuneration; and

• (c) any other matter the Board considers relevant.

2.5 Terms of the grant of Awards

• 2.5.1 An Employee who is granted Awards, is deemed to have agreed to be bound by:

• (a) these Rules and the terms and conditions of Awards, as set out in the relevant Grant Letter;

• (b) following the allocation of Securities upon Vesting (and exercise, if relevant) of Awards, the Constitutions (and the Employee agrees to become a Securityholder); and

• (c) any other relevant Group policies, including the Securities Trading Policy,

• including any modifications applicable from time to time.

• 2.5.2 Unless the Board determines otherwise, a grant of Awards will not be made in part. In participating in the grant of Awards, the Employee agrees to be granted the whole number of Awards described in the Grant Letter.

• 2.5.3 The Board reserves the right to reject an application for a grant of Awards or to not make a grant of Awards to an Employee who has accepted a grant. If the Board determines to exercise its discretion pursuant to this rule 2.5.3, the grant shall be deemed never to have been made.

• 2.5.4 Nothing limits the Board’s ability to treat the conduct of an Employee (including failure to “opt out” or make any other election not to participate within the specified time) as valid acceptance of the relevant grant.

• 2.5.5 To the extent of any inconsistency, the terms and conditions of a grant contained within the Grant Letter will prevail over any other provision of these Rules.

2.6 Title to Awards

• 2.6.1 Unless the Board determines otherwise:

• (a) subject to rules 3.3.1 and 5.1.2, a grant of Awards is personal to the Participant and cannot be transferred to other persons or entities; and

• (b) Awards may only be registered in the name of the Participant.

3. Unvested Awards

3.1

Securityholder entitlements

• 3.1.1 A Participant shall not be entitled to vote, receive dividends, distributions or have any other rights of a Securityholder in respect of the Awards until the underlying Securities are allocated to the Participant following Vesting and exercise (as the case may be) of the Awards.

3.2 Lapse of Awards

3.2.1 Subject to the Board’s overriding discretion, a Participant’s Awards will lapse upon the earliest to occur of:

• (a) the date specified by the Board for the purposes of rule 2.2.1(k) or 2.2.1(l);

• (b) a circumstance or event described in any of rule 3.3 (Restrictions on transfer and hedging of Awards), rule 5 (Ceasing employment), rule 6 (Variations of capital), rule 8 (Change of control) or rule 9 (Clawback and lapse for fraud or breach);

• (c) failure to satisfy the Conditions by the end of the Period following testing under rule 4.1; or

• (d) the 15th anniversary of the date of grant of the Award.

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• 3.2.2 The Board may specify in the Grant Letter additional circumstances in which a Participant’s Awards may lapse prior to Vesting.

3.3 Restrictions on transfer and hedging of Awards

• 3.3.1 An Award is not transferable other than:

• (a) with the consent of the Board; or

• (b) by force of law upon death to the Participant’s legal personal representative or upon bankruptcy to the Participant’s trustee in bankruptcy.

• 3.3.2 A Participant must not enter into any scheme, arrangement or agreement (including options and derivative products) under which the Participant may alter the economic benefit to be derived from any Awards that remain subject to these Rules, irrespective of future changes in the market price of Securities.

• 3.3.3 Where the Participant transfers and Award other than in accordance with rule 3.3.1, or enters, or purports to enter, into any scheme, arrangement or agreement described in rule 3.3.2, the Award immediately lapses.

4. Vesting of Awards

4.1

Testing of Conditions

• 4.1.1 Awards will only Vest once the Board, in its discretion, determines that any relevant Conditions have been satisfied.

• 4.1.2 Subject to rule 4.1.1, following the end of the Period, the Board will:

• (a) test the applicable Conditions (including any service conditions, if relevant) and determine the extent to which the Conditions have been satisfied and Awards Vest;

• (b) determine the time when the Awards Vest; and

• (c) within a reasonable timeframe, notify Participants of the extent to which any applicable Conditions have been satisfied and Awards will Vest or have Vested, and, if relevant, whether Awards will be settled in Securities pursuant to rule 4.3 or the Cash Equivalent Value pursuant to rule 4.4.

• 4.1.3 If Vested Awards must be exercised to be allocated Securities, any Awards which Vest in accordance with rule 4.1.2 will become exercisable, subject to any applicable Exercise Restrictions.

• 4.1.4 Any Awards which do not Vest following testing in respect of the relevant Period under this rule 4.1 will lapse immediately.

• 4.1.5 Notwithstanding rule 4.1.1, the Board may in its discretion, determine that an Award Vests prior to the end of a Period.

4.2

Settlement of Awards

• 4.2.1 Subject to any applicable restrictions imposed by Law or the Securities Trading Policy, upon:

• (a) Vesting of an Award; or

• (b) if applicable, the valid exercise of an Award,

the Group must allocate or procure the transfer of one Security for each Vested Award (or if applicable, for each validly exercised Award), or pay the Cash Equivalent Value, where relevant, to, or for the benefit of, the Participant.

• 4.2.2 An Award is validly exercised if the Participant:

• (a) follows the process set out in the Grant Letter; and

• (b) pays the Exercise Price (if any) to the Group in a form of payment as specified in the Grant Letter or another form of payment deemed acceptable by the Board.

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4.3 Securities settlement

• 4.3.1 All Securities issued under the Plan will rank equally in all respects with other Securities for the time being on issue by the Group (except as regards to any rights attaching to such other Securities by reference to a record date prior to the date of their allocation or transfer).

• 4.3.2 If the Group issues Securities for the purpose of satisfying an Award granted to the Participant, the Group will apply for quotation on the AS X of the Securities issued under the Plan within the period required by the ASX.

• 4.3.3 Subject to any applicable Trading Restrictions and the terms of the Securities Trading Policy, no other restrictions shall apply to any Securities allocated under the Plan.

4.4

Cash settlement

• 4.4.1 Provided such discretion was stated in the Grant Letter pursuant to rule 2.2.1(j), Vested and, if applicable, exercised Awards may be satisfied, at the discretion of the Board, in cash rather than Securities, by payment to the Participant of the Cash Equivalent Value, net of applicable Taxes and other withholdings, less any Exercise Price that would have been payable by the Participant (and in this case, no Exercise Price is required to be paid by the Participant).

• 4.4.2 The Cash Equivalent Value is equal to the gross value of the Securities that would have been allocated or transferred to the Participant if the Board chose to settle the Awards in Securities.

• 4.4.3 Unless the Board determines otherwise, the Cash Equivalent Value will be inclusive of any statutory superannuation contributions that the Group is required to make on the Participant’s behalf in relation to the cash payment made under rule 4.4.1.

• 4.4.4 The Board retains discretion as to how the gross value of the Securities is calculated for the purpose of this rule 4.4.

5. Ceasing employment

5.1 General rule

• 5.1.1 Subject to rules 5.2 and 5.3, if a Participant ceases to be an Employee of the Group prior to the Awards vesting:

• (a) the Participant’s unvested Awards will not lapse on cessation and instead may Vest to the extent that the Conditions have been satisfied when tested at the end of the applicable Period in accordance with rule 4.1 (and any service related Conditions will be deemed to have been satisfied); and

• (b) any Awards which do not Vest following testing at the end of the Period under this rule 5.1.1 lapse immediately.

• 5.1.2 Subject to rule 5.3, if a Participant ceases to be an Employee due to death, all unvested Awards will be transferred to the Participant’s estate in accordance with all relevant Laws, and will be treated in accordance with this rule 5.1.

5.2 Exceptions

• 5.2.1 If a Participant ceases to be an Employee of the Group prior to the Awards Vesting by reason of:

• (a) resignation; or

• (b) termination for cause (including gross misconduct),

any Awards which have not Vested at the time of cessation will lapse upon cessation of employment with the Group, unless the Board determines an alternative treatment for the Awards under rule 5.3.

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5.3 Board discretion to determine treatment

• 5.3.1 If a Participant ceases to be an Employee of the Group for any reason prior to the Awards Vesting, then the Board may, in respect of any Awards which have not Vested at the date of cessation of the Participant’s employment, determine any treatment it determines to be appropriate in the circumstances, including that:

• (a) a pro-rata number, or such other number, of the Participant’s unvested Awards will be tested at the end of the applicable Period, and Vest to the extent that the Conditions have been satisfied (and where the Conditions include service related conditions, the service related conditions will be deemed to have been satisfied);

• (b) a pro-rata number, or such other number, of the Participant’s unvested Awards will be tested at the time of cessation of employment and Vest to the extent that the Conditions have been satisfied;

• (c) any applicable Conditions or Periods in respect of some or all of the Awards will be modified or waived; or

• (d) some or all of the unvested Awards lapse (in which case such lapse will occur on the date employment ceases).

5.3.2

• In making any determination under rule 5.3.2, the Board may have regard to any matter the Board considers relevant, including, but not limited to:

• (a) the proportion of the Period that has elapsed at the time of cessation of employment; and

• (b) the degree to which the Conditions have been achieved.

5.4 Vested Awards

• 5.4.1 Where a Participant ceases to be an employee of the Group, all Vested Awards which are required to be exercised in order to be allocated Securities, including Awards that Vest pursuant to rules 5.1 and 5.3, must, unless the Board determines otherwise, be exercised within the later of 60 days following cessation of employment or Vesting (as relevant), or such other period determined by the Board.

• 5.4.2 Awards which are not exercised within the period specified in rule 5.4.1 will lapse.

5.5

When employment ceases

5.5.1 For the purposes of this Plan, a Participant will not be treated as ceasing employment until such time as the Participant is no longer an Employee of the Group.

• 5.5.2 Subject to applicable laws, at the discretion of the Board, 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 Awards Vest, will not be treated for those purposes as ceasing employment.

5.6 Overseas transfers

• 5.6.1 If a Participant remains an Employee but is transferred to work in another country, or changes tax residence status, and, as a result, would:

• (a) become subject to restrictions on his or her ability to hold or deal in Awards or Securities or receive any proceeds of sale from the sale of Securities due to the securities laws, exchange control laws or other applicable laws of the country to which he or she is transferred, or

• (b) suffer a tax disadvantage (or cause a member of the Group to suffer a tax disadvantage),

the Board, in its discretion, may determine that Awards Vest on such date, to such extent and on such terms as they determine, before or after the Participant’s transfer takes effect, subject to the Group’s obligations under all relevant Laws being discharged.

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6. Variations of capital

6.1 Capital reorganisations, bonus issues and rights issues

• 6.1.1 If, prior to Vesting, there is a Variation of Capital Event then, subject to rules 6.1.3 and 6.1.4, the number of Awards to which each Participant is entitled may be adjusted (including lapsing Awards) in the manner determined by the Board. It is intended that the Board would exercise its discretion under this rule to ensure that Participants do not enjoy a windfall gain or do not suffer a material detriment as a result of any corporate action.

• 6.1.2 If new Awards are granted as part of such an adjustment, then such Awards will, unless the Board determines otherwise, be subject to the same terms and conditions as the original Awards, including without limitation, any Conditions.

• 6.1.3 If there is a reorganisation of capital, the rights of each Participant who has been allocated Awards will, unless the Board determines otherwise, be adjusted in the manner required by the Listing Rules applying at the time of the reorganisation.

• 6.1.4 If there is a pro-rata issue or bonus issue of new Securities to Securityholders, the Exercise Price or number of Securities over which the Awards may Vest or may be exercised, as applicable, will in the case of a pro-rata issue, be adjusted in accordance with Listing Rule 6.22.2 (or any replacement rule) and, in the case of a bonus issue, be adjusted in accordance with Listing Rule 6.22.3 (or any replacement rule).

7.

Divestment of a material business or subsidiary

7.1.1 Where the Group divests, or disposes of, a business or asset, designated by the Board for this purpose as ‘material’, the Board may make special rules that apply to Participants in relation to the Awards or Securities held pursuant to the Plan (and any other entitlements or rights that may arise in relation to those Securities). It is intended that the Board would exercise its discretion under this rule to ensure that Participants do not enjoy a windfall gain or do not suffer a material detriment as a result of a divestment, or disposal of a business or asset.

• 7.1.2 Without limiting the Board’s discretion, such rules may include:

• (a) varying the Condition applying to the Participant’s Awards to take into account the divestment of the business or asset (if applicable), and

• (b) deeming the Participant to remain an Employee of the Group for a specific period.

• 7.1.3 In order to bind a Participant, any special rules made under this rule 7 must be notified to a Participant pursuant to rule 10.1.2.

8. Change of control

8.1 Treatment upon a relevant Event

• 8.1.1

If an Event occurs prior to the vesting of an Award, then the Board may, within 14 days of the Event, determine in its absolute discretion the treatment of the Participant’s unvested Awards, which may include whether some or all of the Participant’s unvested Awards:

• (a) vest (whether subject to further Conditions or not);

• (b) lapse or are forfeited;

• (c) remain subject to the applicable Conditions and/or Period(s);

• (d) become subject to substitute or varied Conditions and/or Period(s); or

• (e) may only be settled in cash pursuant to rule 4.4, or with securities other than Securities,

having regard to any matter the Board considers relevant, including, without limitation, the circumstances of the Event (including the value being proposed to Securityholders), the extent to which the applicable Conditions have been satisfied (or estimated to have been satisfied) at the time of the Event and/or the proportion of the Period that has passed at the time of the Event.

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• 8.1.2 If an Event occurs, then the Board may determine whether any Exercise Restrictions or Trading Restrictions will be lifted.

• 8.1.3 Each event is a separate event that allows the Board to exercise its discretion pursuant to this rule 8.

8.2 Default treatment upon a Change of Control

• 8.2.1 Where the Board does not exercise its discretion pursuant to rule 8.1.1, upon a Change of Control, a pro-rata number of the Participant’s unvested Awards will Vest based on the proportion of the Period that has passed at the time of the Change of Control, and the extent to which any applicable Conditions have been satisfied (or are estimated to have been satisfied) at that time. Where the Conditions include service related conditions, the service related conditions will be deemed to have been satisfied.

8.3 Notification of Vesting of Awards

• 8.3.1 If a Change of Control occurs, or the Board exercises its discretion pursuant to rule 8.1.1, the Board must immediately notify all affected Participants.

• 8.3.2 Where a Participant holds a Vested Award at the date of the Event or Change of Control (including those that Vest pursuant to rules 8.1.1 and 8.2.1) and those Awards are required to be exercised in order to be allocated Securities, the Participant will have 30 days from the date of the Event or Change of Control, or such other period as the Board determines, in which to exercise the Award. Any Awards not exercised within this period will lapse.

• 8.3.3 If an Award is settled in cash, any part of the award that Vests and is exercised (as relevant), pursuant to this rule 8 will be satisfied by a cash payment equivalent to the Cash Equivalent Value (net of applicable taxes and other withholdings) and the Group will, notwithstanding the terms of the Award, be under no obligation to deliver any part of the Vested Award in the form of Securities.

8.4 Acquisition of Securities by another group or company

• 8.4.1 If a company or entity ( Acquiring Company ) obtains control of the Group, and the Acquiring Company, the Group and the Participant agree, the Participant may be provided with awards or securities in the Acquiring Company (or its parent or its subsidiary) in substitution for the Awards, on substantially the same terms and subject to substantially the same Conditions as the Awards, but with appropriate adjustments as to the number and type of awards or securities.

9. Clawback and lapse for fraud or breach

9.1 Actions of a Participant

• 9.1.1 Where, in the opinion of the Board, a Participant has obtained, or will obtain, an unfair benefit as a result of an act which:

• (a) constitutes fraud, or dishonest misconduct in relation to the affairs of the Group or any member of the Group;

• (b) brings the Group or any member of the Group into disrepute;

• (c) is in breach of his or her obligations to the Group or any member of the Group; or

• (d) constitutes a failure to perform any other act reasonably and lawfully requested of the Participant,

the Board may exercise its discretion under rule 9.3 to ensure that no unfair benefit is obtained by the Participant.

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9.2 Actions of any person

• 9.2.1 Where, in the opinion of the Board:

• (a) an Award, which would not have otherwise Vested, Vests or may Vest as a result directly or indirectly of:

  • (1) the fraud, dishonesty or breach of obligations (including, without limitation, a material misstatement of financial information) of any person; or

  • (2) any other action or omission (whether intentional or inadvertent) of any person, the Board may make a determination under rule 9.3 to ensure that no unfair benefit is obtained by any Participant; or

• (b) an Award, which may otherwise have Vested, has not Vested as a result directly or indirectly of any circumstance referred to in this rule 9.2.1, the Board may reconsider the level of satisfaction of the applicable Conditions and reinstate and Vest any Award that may have lapsed to the extent that the Board determines appropriate in the circumstances.

9.3 Board’s powers in relation to Awards

• 9.3.1 In the circumstances set out in rules 9.1 and 9.2 above, the Board may, in its absolute discretion, and subject to applicable Laws, determine any treatment in relation to an Award, including, without limitation, to:

• (a) reset the Conditions and/or alter the Period applying to the Award;

• (b) deem all or any Awards which have not Vested to have lapsed or been forfeited (as relevant);

• (c) deem all or any Securities allocated following Vesting (or exercise, as applicable) of an Award that may not be subject to any further restrictions under this Plan, to have lapsed or been forfeited (as relevant); and/or

• (d) where Securities that have been allocated to a Participant under the Plan have been subsequently sold, require that the Participant repay the net proceeds of such a sale.

10. Amendments to the Plan and terms

10.1

Amendments by the Board

• 10.1.1 Subject to rule 10.2, the Board may at any time and from time to time in its sole discretion amend, supplement or revoke, including by way of schedule, all or any of these Rules or all or any of the rights or obligations of the Participants, or any of them.

• 10.1.2 The Board must provide written notification to Participants affected by any amendment made pursuant to rule 10.1.1 as soon as reasonably practicable after any such amendment has been made.

• 10.1.3 Despite this rule 10.1, no amendment to these Rules may materially reduce the rights of any Participant attaching to Awards granted under the Plan prior to the date of the amendment or formulation, unless the amendment is made primarily for the purpose of complying with present or future Laws applicable to the Plan or a member of the Group, to correct any manifest error or mistake, or with the consent of the relevant Participants

• 10.1.4 Any amendment made pursuant to this rule 10.1 may be given retrospective effect if so determined by the Board.

10.2 Listing Rules

The exercise of any powers under these Rules by the Board is subject to any restrictions or procedural requirements relating to the amendment of the rules of an employee incentive scheme or of issued equity awards imposed by any Law or by the Listing Rules as applicable to the Plan or Awards, as the case may be, unless those restrictions, conditions or requirements are relaxed or waived by the ASX (or other relevant exchange) or any of its delegates either generally or in a particular case or class of cases and either expressly or by implication.

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10.3 Non-residents of Australia

• 10.3.1 Notwithstanding anything in these Rules, the Board may at any time, and from time to time, amend, supplement or revoke, including by way of schedule, any of these Rules, to apply to an Employee or Participant, employed in, resident in, or who are citizens of, countries other than Australia.

• 10.3.2 Any different rules made under rule 10.3.1 shall be restricted in its application to those Employees and Participants employed in, resident in, or who are residents of the foreign country or countries specified by the Board, and may be amended, supplemented or revoked in accordance with rule 10.1.

• 10.3.3 For the purposes of clarification, any different rules that are adopted under rule 10.3.1 may have an adverse impact upon Employees or Participants. However, any different rules that may apply must comply, to the extent legally practicable, with the basic principles of the Plan.

11. General terms and conditions

11.1 Participation

• 11.1.1 Unless the subject of an express provision in the Participant’s employment contract, the rights and obligations of any Participant under the terms of their office, employment or contract with the Group are not affected by their participation in the Plan.

• 11.1.2 Except where expressly contemplated, these Rules will not form part of and are not incorporated into any contract between any Participant (whether or not they are an Employee) and the Group. The grant of Awards on a particular basis in any year does not create any right or expectation of the grant of Awards on the same basis, or at all, in any future year.

• 11.1.3

• No Participant has any right to compensation for any loss in relation to the Plan.

• 11.1.4 Each Participant appoints the company secretary of the Group (or any other officer of the Group authorised by the Board for this purpose) as his or her agent to do anything necessary to:

• (a) allocate Securities to the Participant in accordance with these Rules, and

• (b) execute transfers of Securities in accordance with these Rules.

11.2 Administration of the Plan

• 11.2.1 The Board administers the Plan and has absolute and unfettered discretion in exercising any power or discretion concerning the Plan and may:

• (a) delegate to any person for the period and on the terms it decides the exercise of any of its powers or discretions under the Plan;

• (b) decide on appropriate procedures for administering the Plan consistent with these Rules;

• (c) establish, implement and operate a Trust, and delegate authority to a Trustee, for the purposes of delivering and holding Securities on behalf of Participants;

• (d) resolve conclusively all questions of fact or interpretation concerning the Plan and these Rules and any dispute of any kind that arises under the Plan;

• (e) subject to rule 10, amend, add to or waive any provision of the Plan (including this rule 11.2) or any term or condition (including a Condition or other restriction) relating to the Awards or Securities;

• (f) determine to suspend or cease operation of the Plan at any time and take any actions required to effect the winding up of the Plan;

• (g) act or refrain from acting at its discretion under these Rules or concerning the Plan or the Awards or Securities held under the Plan; and

• (h) waive any breach of a provision of the Plan.

• 11.2.2 Except as otherwise expressly provided in the Plan, the Board has absolute and unfettered discretion to act or refrain from acting under, or in connection with the Plan, and in the exercise of any power or discretion under the Plan.

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• 11.2.3 In administering the Plan in accordance with these Rules, and in exercising the discretion in rule 11.2.1, the Board shall be regarded at all times to be acting genuinely, honestly, in good faith and in a manner that is not arbitrary, capricious, perverse or irrational.

11.3

Waiver of terms and conditions

• 11.3.1 Notwithstanding any other provisions of the Plan, the Board may at any time waive in whole or in part any terms or conditions (including any Condition) in relation to any Awards granted to a Participant under the Plan and the Rules.

11.4

Dispute or disagreement

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

11.5

Personal information

Subject to compliance with the Privacy Act and all applicable Law, each Participant consents to the Group, any member of the Group or any of their agents (and each of their related parties) collecting, holding and using personal information that the Participant provides in the application to participate in the Plan or otherwise provides to the Group, any member of the Group or its agents (and each of their related parties) as part of their employment, in order to carry out the administration and operation of the Plan in accordance with these Rules, including providing relevant information to:

• (a) the Plan manager or another entity that manages or administers the Plan on behalf of the Group (as the case may be);

• (b) any broker or external service provider, including a tax or financial adviser;

• (c) the trustee of any Trust;

• (d) any government department or body; and

• (e) any other person or body as required or authorised by law.

11.6 Notices

A notice or other communication under or concerning the Grant Letter or the Rules is validly given to a Participant if:

• (a) delivered personally to the Participant;

• (b) sent by prepaid post to the Participant’s last known residential address;

• (c) sent to the Participant by facsimile, email or other electronic means at the Participant’s place of work; or

• (d) posted on an electronic notice board maintained by or on behalf of the Group or any member of the Group and accessible by the Participant,

and will in the case of (a), (c) and (d) above, be treated as being received immediately following the time it was sent, posted, or delivered, and where it is sent by regular post it will be treated as received 48 hours after it was posted.

11.7 Laws governing the Plan

The Plan and any Awards granted and Securities allocated under it are governed by the laws of New South Wales and the Commonwealth of Australia. Any agreement made under the Plan is entered into in the state of New South Wales and each participant submits to the exclusive jurisdiction of courts of that state to herein determine matters arising under the Plan.

11.8 Tax

• 11.8.1 Unless otherwise required by Law, no member of the Group is responsible for any Taxes which may become payable by a Participant as a consequence of or in connection with the grant of any Awards, the allocation or transfer of any Securities or any dealing with any Awards or any Securities.

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Centuria Capital Group Executive Incentive Plan Rules

• 11.8.2 The Group or the Trustee will have the right to withhold or collect from a Participant such Taxes as any member of the Group or the Trustee is obliged, or reasonably believes it is obliged, to account for to any taxation authority. In exercising this right, the Group or the Trustee may:

• (a) require the Participant to provide sufficient funds (by way of salary deduction or otherwise), or

• (b) sell Securities to be issued or transferred to the Participant, including the sale of sufficient Securities to cover any costs of such sale.

12. Interpretation and Definitions

12.1 Interpretation

In the Plan, the following rules apply unless a contrary intention appears:

• (a) capitalised terms have the meanings provided in rule 12.2;

• (b) headings are for convenience only and do not affect the interpretation of the Plan unless the context requires otherwise;

• (c) any reference in the Plan to any statute or statutory instrument includes a reference to that statute or statutory instrument as, from time to time, amended, consolidated, re-enacted or replaced;

• (d) any words denoting the singular include the plural and words denoting the plural include the singular;

• (e) any words denoting the masculine apply equally to the feminine equivalent; and

• (f) 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.

12.2 Definitions

Definitions
AFML	Australasian Funds Management Limited (ACN 607 153 588)
ASX	Australian Securities Exchange
Award	A right, being the right to acquire a Security on the basis of one
	Security for each right (or to receive a Cash Equivalent Value, at
	the discretion of the Board), granted to a Participant under the
	Plan on the terms and conditions determined by the Board
Board	The board of directors of Centuria Capital Limited and AFML (in
	its capacity as responsible entity of Centuria Capital Fund), or
	any committee, person or body to which the board duly delegates
	its powers and authorities to under this Plan
Cash Equivalent Value	As defined in rule 4.4.2
Centuria Capital Fund	Centuria Capital Fund (ARSN 613 856 358)
Centuria Capital Group	The stapled group comprising AFML, Centuria Capital Limited
	and Centuria Capital Fund, and the controlled entities of AFML
	and Centuria Capital Limited (including their subsidiaries and any
	other entity declared by the Board to be a member of the Group
	for the purposes of the Plan)
Centuria Capital Limited	Centuria Capital Limited (ACN 095 454 336)
Change of Control	In relation to the Group, means where, as a result of any event or
	transaction, a person becomes entitled to more than 50% of the
	Securities.
Condition	One or more performance and/or service related conditions
	which must be satisfied before an Award Vests

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Centuria Capital Group Executive Incentive Plan Rules

Constitutions	The constitutions of Centuria Capital Limited and Centuria
	Capital Fund
Corporations Act	Means the_Corporations Act 2001_(Cth)
Employee	Any employee (including any executive director) of a member of
	the Group or any other person so designated by the Board
Event	An Event occurs where:
	(a) a Takeover Bid is made for the Group and the Board
	resolves to recommend the bid to Securityholders;
	(b) a court convenes a meeting of Securityholders to be held
	to vote on a proposed scheme of arrangement pursuant
	to which control of the majority of the Securities in the
	Group may change;
	(c) a notice is sent to Securityholders proposing a resolution
	for the winding up of the Group; or
	(d) any transaction or event is proposed that, in the opinion
	of the Board, may result in a person becoming entitled to
	exercise control over the Group.
	Each Event is a separate Event that allows the Board to exercise
	its discretion pursuant to rule 8
Exercise Price	The amount payable on exercise of an Award as determined by
	the Board and specified for the purposes of rule 2.2.1 (which may
	be nil)
Exercise Restrictions	Restrictions on the ability of a Participant to exercise a Vested
	Right as specified for the purposes of rule 2.2.1
Grant Letter	A letter or document, in any form, provided by the Group (or a
	member of the Group) to an Employee setting out the terms and
	conditions of the grant, including the information set out in rule
	2.2.1
Group	Has the same meaning as Centuria Capital Group
Law	The laws applicable to the operation of the Plan from time to
	time, including any applicable securities laws of the jurisdiction in
	which an Employee receiving a Grant Letter under the Plan is
	located
Listing Rules	The official Listing Rules of the ASX and any other exchange on
	which the Group is listed as they apply to the Group from time to
	time
Participant	An Employee who has been granted Awards under the Plan
Period	The period or periods over which the Conditions are measured or
	tested as specified by the Board for the purpose of the Award
Plan	This Centuria Capital Group Executive Incentive Plan,
	established and operated in accordance with these Rules
Privacy Act	The_Privacy Act 1988_(Cth)
Rules	These rules of the Plan, as amended or supplemented from time
	to time

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Centuria Capital Group Executive Incentive Plan Rules

Securities Trading Policy	The trading policy that applies to the trading of Securities as
	adopted by the Group (or a member of the Group) from time to
	time
Security	A stapled security in the Group, comprising one fully paid
	ordinary share in Centuria Capital Limited and one unit in
	Centuria Capital Fund
Securityholder	A registered holder of a Security
Takeover Bid	As defined in section 9 of the Corporations Act
Taxes	Any tax, levy, contribution or duty (including any associated
	penalty or interest amount), social security liability or other
	liability imposed by any Law, governmental, semi-governmental,
	judicial or other authority
Trading Restriction	Restriction on transfer imposed on Securities allocated under the
	Plan
Trust	An employee securities trust established by the Group
Trustee	The trustee from time to time of the Trust
Variation of Capital Event	Means an event where any of the following occurs:
	(a) any reorganisation (including consolidation, subdivision,
	reduction or return) of the issued capital of the Goup;
	(b) Securities are issued to the Company’s Securityholders
	by way of a bonus issue; or
	(c) Securities are offered to the Company’s Securityholders
	by way of a rights issue
Vest	A Participant becoming entitled to:
	(a) have the Securities underlying his or her Awards
	allocated to him or her subject to the Rules of the Plan;
	or
	(b) if applicable, exercise the Awards, and upon valid
	exercise, have the Securities underlying his or her
	Awards allocated to him or her subject to the Rules of
	the Plan,
	and Vested or Vesting shall be construed accordingly

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