GENUSPLUS GROUP LTD — Remuneration Information 2020

Dec 10, 2020

GENUSPLUS GROUP PTY LTD ABN 86 620 283 561

Short Term Incentive Plan

FY2021 Plan Rules

1. Introduction

The GenusPlus Group Short Term Incentive Plan (the STI Plan or the Plan ) for the financial year ending 30 June 2021 (FY2021) is designed to incentivize staff and employees to work together to achieve the Company’s financial performance targets and build a safer and stronger Company.

The Plan is a wholly discretionary scheme and may be varied or removed at the discretion of the Board.

2. Key Feature of the Plan

2. Key Feature of the Plan
Eligibility	Eligibility to participate in the Plan will generally be limited to Australian based staffemployees and key international expatriate staff (where no project-specificincentive program is in place), who have been employed for more than 6 monthsduring the plan period.Eligible employees will be individually advised of their eligibility to participate in thePlan via a letter from the company (the Eligibility Letter). Previous participation inan STI Plan does not automatically entitle an individual to participate in futurePlans. The Plan is not a contractual entitlement.Participants must be employed by a member entity of GenusPlus Group at the timethat the STI payments are made in order to receive any STI awardThis STI Plan supersedes all previous STI Plans and is effective for the period 1 July2020 to 30 June 2021.
STI award opportunity	The amount of STI that a participant can potentially be awarded (the STIopportunity) will be specified in that person’s Eligibility Letter, and will be expressedas a percentage of total fixed remuneration (TFR), which is generally base salaryplus superannuation (e.g. STI opportunity of 10% of TFR).The amount of STI actually awarded will depend on the company net profit after tax(NPAT) performance for FY2021, as set out in the Eligibility Letter.STI payments will be paid in cash and will be subject to normal tax andsuperannuation withholdings.
Type of KPIs	For FY2021 the financial KPI’s will account for 60% of the STI award.For FY2021 the non-financial KPI’s will account for 40% of the STI award.
Gateways to payments	STI payments will be subject to safety and financial gateway•Performance below threshold NPAT level will result in no award.•A culpable fatality will result in no award (subject to Board discretion).
Performance Period	Performance will be measured during the period 1 July 2020 to 30 June 2021.

Calculation of Results andPayment	End of financial year results will be used to calculate the company’s NPATperformance for the purposes of the STI Plan.Payments will be made after finalisation of the end of year accounts and followingapproval of the STI performance calculations and awards by the Board.
Minimum employmentperiod	Participants must be employed in their role for at least 6 months to be eligible forany STI award.Participants employed for part of the performance period will be eligible to receivea pro-rata STI payment based on the period of time they were employed (e.g. if aparticipant is employed for 9 months during the performance period, 75%of the STIwill be payable).Pro-rata payments will be made to employees engaged on part time or flexibleworking arrangements in line with their full time equivalent (FTE) rate.Pro-rata payments will be made to employees on maternity leave if they haveworked for at least 6 months of the performance period.
Cessation of employment	Participants who resign or are terminated with cause or for misconduct prior to theaward payment will not be eligible for any STI payment.Where a participant ceases employment as a result of retirement, redundancy,death or permanent disablement, the Board may exercise discretion to pay a pro-rata amount of STI.
Exceptional performance	The Board may award an STI payment to participants where a payment wouldotherwise not be available.The Board also has the discretion to increase or decrease any STI payment inexceptional circumstances. The Board may exercise this discretion in circumstancesthe Board thinks are appropriate.
3. Executive Conditions
Deferral	The Board has implemented a 25% deferral for all STI payments made to Executiveteam members under the Plan. Executive team members are those employees insenior executive and operational roles including CEO, CFO, General Counsel, GeneralManager, Operations Manager and Project Manager. Under this arrangement, 25%of the STI payment due to each Executive team member will be deferred for aperiod of two (2) years after the completion of the performance period. Uponpayment, the deferred amount will attract interest based upon a 180 day bank billrate.

If an Executive team member ceases to be an employee during this two (2) yearperiod, the Board may exercise its discretion to pay the deferred amount to therelevant individual.

Executive clawback

Up to 30% of the STI award for Executive team members may be claimed back bythe Company at any time up to two years after it is paid to the Executive. Thecircumstances that will trigger clawback are defined below:Except where there has been a change of control in relation to the Company, thefollowing will be applied in determining any clawback of an Executive's STIpayments.In the event of a restatement of the Company's financial results (other than arestatement caused by a change in applicable accounting rules or interpretations),the result of which is that any STI awarded to an executive would have been a loweramount had it been calculated based on such restated results, a committeeconsisting of the non-management members of the Board of Directors (the"Independent Director Committee") may review such STI award.If the Independent Director Committee determines that:•the amount of any STI awarded to an executive (the "AwardedCompensation") would have been a lower amount had it been calculatedbased on such restated financial statements (the "Actual Compensation");and•the relevant executive officer engaged in improper conduct whichmaterially contributed to the need for such restatement;then the Independent Director Committee may seek to recover for the benefit ofthe Company the after-tax portion of the difference between the AwardedCompensation and the Actual Compensation (such difference, the "ExcessCompensation").In determining the after-tax portion of the Excess Compensation, the IndependentDirector Committee may take into account its good faith estimate of the value of anytax deduction available to the executive officer in respect of such repayment.

4. Board Discretion

The Board has the right to modify, amend or remove the STI Plan at any time.