FlexiGroup Loan Funded Share Plan Rules

Dated

Mallesons Stephen Jaques

Level 60 Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Australia T+61 2 9296 2000 F+61 2 9296 3999 DX 113 Sydney www.mallesons.com

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FlexiGroup Loan Funded Share Plan Rules Contents

1	Definitions and interpretation	3
1.1	Definitions	3
1.2	Interpretation	4
1.3	Headings	5
$\mathbf{2}$	Acquisition of Shares	5
2.1	Invitation to participate	5
2.2	Number and price of Shares offered	5
2.3	Loans	5
2.4	Applications to participate	6
2.5	Plan Participants to acquire Shares	6
2.6	Allocation of Shares	6
3	Rights attaching to Shares	6
3.1	Cash Distributions to be used to repay Loans	6
3.2	Participants receive cash distributions after repaying Loan	$\overline{7}$
3.3	Board may waive Company entitlements	7
3.4	Bonus Shares	$\overline{\mathbf{7}}$
3.5	Rights	7
4	Application for Loan	7
4.1	Invitation to apply for Loan	7
4.2	Application for Loan	7
4.3	Payment authority	7
5	Use of Loan	8
5.1	Application of Loans	8
5.2	Loans only for Plan	8
6	Interest on a Loan	8
6.1	Loans interest free or interest bearing	8
6.2	Interest after Loan due for repayment	8
6.3	Interest rate	8
6.4	Post-judgment interest	8
7	Security and other Restrictions in respect of Loan	8
7.1	Company may require security	8
7.2	Form of security	9
8	Repayment of Loan and revision of loan terms	9
8.1	Whole Loan repayable	9
8.2	Unauthorised disposal of Shares and Bonus Shares	10
8.3	Loan Forgiveness	10
8.4	Authorised disposal of Plan Shares and Bonus Shares	11
8.5	Power of Sale	11
8.6	Exercising the power of sale	11
8.7	Termination of Employment for Cause	12

8.8	Ceasing employment within the Restriction Period	12
8.9	Repayment of interest and principal	12
9	Sale of Shares	12
9.1	Holding Lock	12
9.2	No claim against Plan Manager or the Company	12
9.3	Employee may sell Plan Shares	13
9.4	Sale of Shares	13
9.5	Plan Manager may defer sale	13
10	Amendment, suspension and termination	14
10.1	Amendment of the Rules	14
10.2	Limitation on amendment	14
10.3	Listing Rules	14
10.4	Amendments may be retrospective	14
10.5	Suspension and termination	14
11	Administration of the Plan	15
11.1	Administration by the Board and Plan Manager	15
11.2	Limit on powers, discretions and obligations	15
11.3	Delegation	15
11.4	Board decisions final and conclusive	15
11.5	Delegation by the Plan Manager	15
11.6	Plan Manager's expenses	15
11.7	Documents	15
12	Rights of Plan Participants	15
13	Notices	16
13.1	Delivery	16
13.2	When effective	16
13.3	Address for notices	16
14	Governing law	16

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1 Definitions and interpretation

$1.1$ Definitions

The following words and phrases have these meanings in these Rules unless the contrary intention appears from the context:

Acceptance Date means the last date for receipt of an application to participate in an Offer under these Rules, as specified in the Application Form.

Application Form means an application to participate in the Plan in the form determined by the Board from time to time.

ASIC means Australian Securities and Investments Commission.

ASX means Australian Stock Exchange Limited (ABN 98 008 624 691) or the market operation by it, as the context requires.

Board means all or some of the Directors acting as a board and includes a committee of the Board and a delegate of the Board.

Bonus Shares means Shares issued as part of a bonus issue to Shareholders and extends to securities acquired in replacement of Bonus Shares.

Cash Distributions means distributions declared or paid with respect to Shares (including distributions of capital) which are payable wholly in cash or, in the case of a dividend or distribution declared or paid with respect to Shares which is payable only partly in cash, that part of the dividend or distribution which is payable in cash.

Company means FlexiGroup Limited ACN 122 574 583.

Corporations Act means the Corporations Act 2001 (Cwlth).

Director means a director of the Company.

Employee means a permanent full-time or part-time employee of a Group Company (including a director of a Group Company who holds permanent full-time salaried employment in a Group Company).

Group means the Company and its subsidiaries.

Group Company means the Company or any of its subsidiaries.

Holding Lock has the same meaning as in Section 2 of the ASTC Settlement Rules issued by ASX Settlement and Transfer Corporation Pty Ltd.

Listing Rules means the official listing rules of ASX, except to the extent of any express waiver by ASX.

Loan means a loan made by the Company under rule 4 and, at any particular point in time, means the amount outstanding on that loan.

Loan Scheme Participant is a Plan Participant to whom a Loan has been made by the Company under rule 4.

Offer means an invitation to apply for Shares made under rule 2.1.

Plan means the FlexiGroup Loan Funded Share Plan.

Plan Manager means the entity so nominated from time to time by the Company.

Plan Participant means an Employee who is participating or has been invited and has applied to participate in the Plan.

Plan Shares means Shares which are acquired by a Plan Participant under the Plan, including any subdivisions, consolidations or other reconstructions of those Shares

Related Loan means the Loan made in relation to a particular number of Shares.

Relevant Third Party is a person who, together with their associates, holds Shares which comprise more than 50% of the issued Shares of the Company, and which the Company deems to be a Relevant Third Party for the purposes of rule $8.1(d)$ .

Restriction means restrictions for a particular period, or dependent on any other criteria determined by the Company, on the sale, transfer, donation, alienation or other disposal of, or mortgage or encumbrance over, Shares by a Plan Participant.

Restriction Period means such period as the Board determines from time to time, such period commencing after the time of acquisition by a Plan Participant of Plan Shares, and ending on the date determined by the Board or the earlier occurrence of events determined by the Board.

Rights means any rights to acquire Shares issued or to be issued.

Rules means the rules of the Plan.

Shares means ordinary fully paid shares in the capital of the Company.

Shareholders means holders of Shares.

Total and Permanent Disablement means, in respect of a Plan Participant, that the Plan Participant has, in the opinion of the Board, after having regard to such medical and other evidence as the Board may consider appropriate, become incapacitated to such an extent as to render the Plan Participant unlikely ever to engage in any occupation for which he or she is reasonably qualified by education, training or experience.

$1.2$ Interpretation

In these Rules, unless the contrary intention appears:

$(a)$ the singular includes the plural and vice versa;

$(b)$ a reference to a related body corporate of the Company is a reference to a body corporate which is so related within the meaning of the Corporations Act:
a reference to a particular person includes a reference to the person's $(c)$ legal personal representatives, executors, administrators and successors:
the word "person" includes an individual, body corporate and an $(d)$ authority:
$(e)$ a reference to legislation includes regulations and other instruments made under it and a reference to a Rule or legislation includes any variation or replacement of any of them;
a reference to the exercise of a power or discretion include a decision $(f)$ not to exercise the power or discretion;
the meaning of general words is not limited by specific examples $(g)$ introduced by "including", "for example" or "such as" or similar expressions: and
$(h)$ "dollars", "A\$" or "\$" is a reference to the lawful currency of Australia.

$1.3$ Headings

Headings are for convenience and do not affect the interpretation of these Rules.

$\overline{2}$ Acquisition of Shares

$2.1$ Invitation to participate

The Board may (in its absolute discretion), subject to any approval of Shareholders required by law or the Listing Rules, at intervals determined by the Board, invite any Employee to participate in the Plan on the terms and subject to the conditions of this Plan and on such other terms as the Board determines, including any Restriction on the Shares acquired by the Employee under the Plan.

$2.2$ Number and price of Shares offered

The Board must determine the number of Shares offered to an Employee. Different Employees may be offered different numbers of Shares. The price per Share will be as determined by the Board.

$2.3$ Loans

The Board may, at the time an Employee is invited to participate in the Plan, invite the Employee to apply for a Loan under rule 4, for the purpose of acquiring the Shares being offered.

$2.4$ Applications to participate

To participate in the Plan, an Employee must:

complete an Application Form which complies with the terms of the $(a)$ invitation made by the Board under rule 2.1;
give the Application Form to the Company (or as it directs) on or $(b)$ prior to the Acceptance Date;
have his or her offer to participate accepted by the Board; and $(c)$
confirm that he or she agrees to be bound by the constitution of the $(d)$ Company, these Rules, any Restrictions and any other conditions of the relevant Offer.

Plan Participants to acquire Shares $2.5$

The Company will, on behalf of the Plan Participant, pay the proceeds of the Loan the Company agrees to make to the Plan Participant, at the election of the Company to:

the Plan Manager and the Plan Manager agrees to purchase fully paid $(a)$ Shares for a Plan Participant; or
subscribe for, and the Company must issue to the Plan Participant, $(b)$ fully paid Shares.

$2.6$ Allocation of Shares

The Company will:

if rule 2.5(a) is applicable, cause the Plan Manager to transfer to a $(a)$ Plan Participant Shares acquired by the Plan Manager in respect of that Plan Participant; and
if rule 2.5(b) is applicable, allocate and issue to a Plan Participant $(b)$ fully paid Shares.

3 Rights attaching to Shares

Cash Distributions to be used to repay Loans $3.1$

Subject to rule 3.3, each Plan Participant who is a Loan Scheme Participant irrevocably directs the Company to apply such proportion (as determined by the Board) of any Cash Distributions paid on their Plan Shares and associated Bonus Shares in reduction of the Related Loan made by the Company to the Plan Participant to acquire those Plan Shares. Cash Distributions which are applied by the Company on behalf of the Plan Participant under this rule will be applied firstly in repaying any interest in respect of the Related Loan and, after that, in repaving the principal amount outstanding under the Related Loan.

$3.2$ Participants receive cash distributions after repaying Loan

Once a Loan Scheme Participant's Loan in respect of the relevant Plan Shares is fully repaid, he or she is entitled to receive all Cash Distributions paid on those Shares and associated Bonus Shares.

$3.3$ Board may waive Company entitlements

The Board may waive the Company's entitlement to receive any part of a Cash Distribution in repayment of a Loan and direct the Company to pay that Cash Distribution or a proportion of it directly to the Plan Participant. Such waiver does not constitute a release of the obligation to repay the Loan but a deferral of it.

Bonus Shares $3.4$

Subject to rule 8, a Plan Participant is entitled to any Bonus Shares which accrue to Plan Shares held by that Plan Participant.

$3.5$ Rights

Each Plan Participant irrevocably undertakes to pay the proceeds of any sale of Rights (net of any personal income tax liability arising from the sale of such Rights) which he or she derives in respect of any Plan Shares or associated Bonus Shares to the Company and the Company agrees to apply those proceeds in reduction of the Plan Participant's Loan (and interest accrued on the Loan). This rule 3.5 does not prevent the Plan Participant from exercising his or her Rights in the ordinary course.

4 Application for Loan

$4.1$ Invitation to apply for Loan

At or about the time that an Employee is invited to purchase or subscribe for Shares under the Plan, the Board may invite the Employee to apply for a Loan for the purposes of funding the subscription or acquisition by the Employee of Shares under the Plan in an amount which is equal to the consideration for Shares which the Employee is entitled to acquire under the Plan.

$4.2$ Application for Loan

An application for a Loan must be in the form prescribed by the Board from time to time and must be made solely by the Plan Participant and in the name of the Plan Participant.

4.3 Payment authority

Each Plan Participant irrevocably authorises the Company to apply the Loan to cause the Plan Manager to purchase, or to fund the subscription for, Shares on the Plan Participant's behalf in accordance with these Rules.

5 Use of Loan

$5.1$ Application of Loans

The entire amount of the Loan will be applied in or towards paying in full the subscription or purchase price of the Shares which are subscribed for or purchased under the Plan, and all costs incurred in relation to the allocation of Shares under the Plan.

$5.2$ Loans only for Plan

No proceeds of a Loan may be applied towards subscribing for or purchasing a Share other than under the Plan.

6 Interest on a Loan

Loans interest free or interest bearing $6.1$

The principal amount outstanding under a Loan will be interest free or interest bearing, as the Board may determine when inviting the relevant Employee to participate in the Plan.

$6.2$ Interest after Loan due for repayment

A Plan Participant must also pay interest on the daily balance of the principal amount outstanding under a Loan (or part of a Loan) from when the Loan (or that part of the Loan) becomes due for repayment during the period that it remains unpaid.

6.3 Interest rate

The rate of interest payable by a Plan Participant under rules 6.1 and 6.2 is the rate per annum determined by the Board from time to time with respect to that Plan Participant. The Board may determine that different Plan Participants must pay a different rate of interest. Unless the Board decides otherwise, interest will accrue from day to day and may be capitalised by the Company on the first day of each month. Interest is payable on capitalised interest at the rate referred to in this rule 6.3.

6.4 Post-judgment interest

If a liability in respect of a Loan becomes merged in a judgment or order, a Plan Participant must pay interest on the amount of that liability as an independent obligation. This interest accrues from the date the liability becomes due for payment both before and after the judgment or order until it is paid at a rate that is the higher of the rate payable under the judgment or order and the rate referred to in rule 6.3.

Security and other Restrictions in respect of Loan $\overline{7}$

$7.1$ Company may require security

Prior to Shares being acquired by a Plan Participant, the Plan Participant must give the Company such undertakings and perform such actions as the

Company may, in its sole discretion, require to secure the Plan Participant's indebtedness to the Company under this Plan or to permit the Plan Manager to enforce any Restrictions on dealings in Shares.

$7.2$ Form of security

Without limiting rule 7.1, the undertakings and actions referred to in rule 7.1 may:

include giving an equitable mortgage, in a form stipulated by the $(a)$ Company, in respect of:
the Plan Shares acquired using the Loan under rule 5; and $(i)$
all Bonus Shares which are acquired as a result of a Plan $(ii)$ Participant's holding of those Plan Shares;
include permitting the Company and any Plan Manager to sign any $(b)$ documents and take any steps that are necessary to cause a Holding Lock to be applied in relation to Shares and Bonus Shares referred to in rule $7.2(a)$ :
include authorising the Plan Manager at the direction of the Company $(c)$ to dispose of Plan Shares and associated Bonus Shares referred to in rule 7.2(a), in the circumstances described in rule 8.6 and rule 8.8 on the terms, and at the price, which the Company in its sole discretion determines:
extend to securities or other financial products acquired in place of $(d)$ Shares and Bonus Shares, whether by way of a scheme of arrangement, reconstruction, takeover or other event that does not also result in control (within the meaning of the Corporations Act) being acquired by a Relevant Third Party.

Repayment of Loan and revision of loan terms $\mathbf{R}$

$8.1$ Whole Loan repavable

Subject to rules 8.2 and 8.3 and the discretion of the Board, the whole of the principal amount outstanding under a Loan (and any interest which has accrued and is unpaid) will become due and payable immediately or at any later time specified in the invitation made by the Board under rule 2.1, upon the earliest to occur of:

the Loan maturity date specified in the invitation to apply for the $(a)$ Loan:
$(b)$ the Plan Participant becoming an insolvent under administration as defined in section 9 of the Corporations Act;
the Plan Participant ceasing to be an employee of an entity within the $(c)$ Group;
a Relevant Third Party acquiring the Shares of a Plan Participant that $\mathbf{d}$ are subject to a Related Loan:
any person acquiring the Shares under compulsory acquisition in (e) terms of Chapter 6 of the Corporations Act or a scheme of arrangement pursuant to Part 5.1 of the Corporations Act in relation to the Company; or
the disposal of the Shares by the Plan Participant (in which case $(f)$ rule 8.2 applies).

Unauthorised disposal of Shares and Bonus Shares $8.2$

If a Plan Participant disposes of the legal or beneficial interest in, or encumbers, any Plan Share or associated Bonus Share otherwise than in accordance with the Rules and the terms of the invitation made by the Board under rule 2.1 while any amount remains outstanding in respect of the Related Loan:

$(a)$ the Board may elect to give the Plan Participant a notice requiring repayment of the Related Loan, at which time:
the whole of the principal amount outstanding under the $(i)$ Related Loan (and any interest which has accrued and is unpaid) becomes immediately due and payable; and
$(ii)$ for the purpose of rule 6.2, the whole of the principal amount outstanding under the Related Loan is regarded as having become due for repayment on the date of disposal or encumbrance of the Plan Share or associated Bonus Share; or
the Board may elect to give notice to the Plan Participant of revised $(b)$ terms (including, without limitation, as to interest and repayment) which are to apply to the Related Loan determined at the discretion of the Board. If the Plan Participant accepts in writing the revised terms within 14 days of receiving them, the Related Loan continues (from and including the date of disposal or encumbrance of the Plan Share or associated Bonus Share) on the basis of those revised terms. If the Plan Participant does not accept in writing the revised terms within 14 days of receiving them:
the outstanding balance of the Related Loan, at the end of that $(i)$ 14 day period, becomes immediately due and payable; and
for the purpose of rule 6.2, the outstanding balance of the $(ii)$ Related Loan is regarded as having become due for repayment on the date of disposal or encumbrance of the Plan Share or associated Bonus Share.

$8.3$ Loan Forgiveness

(Limited recourse) Except where rule 8.8 applies, or the Board $(a)$ determines otherwise under rule 8.2 or at the time the Loan is made, on the date the Loan is due and repayable under rule 8.1, the Participant's repayment obligation in relation to the outstanding

balance of a Related Loan (and any accrued interest) will be equal to the lesser of the outstanding loan balance and the market value of the Shares on that date.

(Awards and ex gratia) The Board may, in its sole discretion, waive (b) the Company's right to repayment of all or part of any unpaid Loan amount in the following circumstances:
on the satisfaction of any conditions for such waiver set out in $(i)$ the Offer in respect of the Plan Shares acquired using the Related Loan:
in the event of the death or Total and Permanent Disablement $(ii)$ of the Plan Participant to whom the Loan was made; or
in such other circumstances as the Board may, in its sole $(iii)$ discretion, determine.

Where the Board waives the Company's right to repayment of all the unpaid amount of a Loan under this rule 8.3, that Loan is deemed to have been repaid in full for the purpose of these Rules.

Authorised disposal of Plan Shares and Bonus Shares 8.4

Subject to rule 8.8, if an amount remains outstanding under a Related Loan, the Plan Participant may, if the Board approves, dispose of the relevant Plan Shares and associated Bonus Shares on the basis that the proceeds will be applied in terms of rule 8.6.

8.5 Power of Sale

Each Plan Participant expressly and irrevocably appoints the Plan Manager as its attorney to sell his or her Plan Shares and associated Bonus Shares on the terms set out in the Offer and these Rules.

Exercising the power of sale 8.6

If on the date on which the Loan is required to be repaid under rule 8.1, the Loan (and any accrued interest) is not repaid, the Company may, on the terms authorised by the form of security taken under rule 7:

authorise the Plan Manager to dispose of some or all of the Plan $(a)$ Shares and Bonus Shares which are the subject of the arrangements made under rule 7:
apply the proceeds in repayment of the Loan (and any accrued $(b)$ interest); and
pay the balance (if any) (after deducting costs of disposal incurred, $(c)$ including brokerage) to the Plan Participant or, in the case of a Plan Participant's death or Total and Permanent Disablement, the Plan Participant's legal personal representative.

$8.7$ Termination of Employment for Cause

Where a Participating Employee is dismissed for cause the whole of the principal amount outstanding under a Loan (and any interest which has accrued and is unnaid) will become due and payable within the timeframe specified by the Board or if no timeframe is specified immediately.

$8.8$ Ceasing employment within the Restriction Period

Unless the Board in its sole and absolute discretion determines otherwise, or the terms of the Offer otherwise provide, where a Plan Participant ceases to be employed within the Group (other than as a result of the Plan Participant's death or Total and Permanent Disablement) before the expiration of any Restriction Period applying to the Plan Participant's Plan Shares, the Company will authorise the Plan Manager to dispose of all of those Plan Shares and all Bonus Shares which the Plan Participant has acquired as a result of the Plan Participant's holding of those Plan Shares. The Company will instruct the Plan Manager to:

apply the proceeds of sale of those Plan Shares and Bonus Shares in $(a)$ repayment of any Related Loan (and any accrued interest); and
$(b)$ apply the balance of the proceeds of sale (if any) as follows:
firstly, to pay to the Plan Participant the amount of any tax $(i)$ the Plan Participant is required to pay on the disposal of the Plan Shares and Bonus Shares (at the highest marginal rate); and
secondly, to pay the remaining balance (if any) to the (ii) Company.

8.9 Repayment of interest and principal

Unless the Board otherwise determines, payments made in respect of a Loan will be applied first towards payment of interest (if any) and, secondly, towards payment of principal.

Sale of Shares $\mathbf{Q}$

$9.1$ Holding Lock

Plan Shares will be subject to a Holding Lock until the Restriction Period has lapsed (or as otherwise determined by the Board) and, if the Plan Participant is a Loan Scheme Participant, until the Loan Scheme Participant's Loan is fully repaid or discharged.

$9.2$ No claim against Plan Manager or the Company

A Plan Participant will not have any claim against the Plan Manager or the Company as a result of the exercise by the Plan Manager of a power, discretion or determination under this rule 9.

$9.3$ Employee may sell Plan Shares

While a Plan Participant is an Employee, he or she may sell his or her Plan Shares provided that:

$(a)$ the Restriction Period has lapsed; and
$(b)$ if the Plan Participant is a Loan Scheme Participant:
$(i)$ the Loan is repaid in full; or
$(ii)$ the sale price of the Plan Participant's Plan Shares (after deducting any costs of sale) exceeds the amount outstanding (if any) on the Loan Scheme Participant's Loan; and
by undertaking the proposed sale, the Plan Participant will not be in $(c)$ breach of any insider trading or market manipulation provisions under the Corporations Act; and
the Plan Participant complies with any limitations on the sale of Plan $(d)$ Shares as determined by the Board from time to time.

If rule 9.3(b) applies, the Loan Scheme Participant may, in the context of rule 9.3(b)(ii), direct the Plan Manager to sell the Plan Participant's Plan Shares on the Plan Participant's behalf and apply the proceeds of sale in accordance with rule 8.6.

94 Sale of Shares

Any power, discretion or determination by the Plan Manager under this rule 9 to sell Plan Shares and associated Bonus Shares on the Plan Participant's behalf may be exercised at any time within 60 days of the deemed date of the power, discretion or determination by instructing a member of ASX to sell the Plan Shares and associated Bonus Shares at the best price obtainable for those Plan Shares and Bonus Shares in the market at the time of sale.

$9.5$ Plan Manager may defer sale

Notwithstanding rule 9.4 the Plan Manager may defer the sale or transfer of any Shares:

until it has determined to its satisfaction that the relevant power, $(a)$ determination or discretion applies in the particular circumstances of a Plan Participant; or
if the 60 day period is outside the time that executives in the $(b)$ Company are permitted to deal in Shares under the trading policies of the Company in place at that time.

10 Amendment, suspension and termination

$10.1$ Amendment of the Rules

Subject to rules 10.2 and 10.3, the Company may at any time by written instrument or by resolution of the Board, amend all or any of the provisions of these Rules (including this rule 10).

$10.2$ Limitation on amendment

No amendment of the provisions of these Rules may materially reduce the rights or increase the obligations of any Plan Participant in respect of Shares prior to the date of the amendment, other than an amendment introduced primarily:

for the purpose of complying with or conforming to present or future $(a)$ State, Territory or Commonwealth legal requirements governing or regulating the maintenance or operation of the Plan or like plans;
to correct any manifest error or mistake; $(b)$
to enable contributions or other amounts paid by any Group Company $(c)$ to qualify as income tax deductions for that Group Company or any other Group Company;
to enable the Plan Participant or any Group Company to reduce the $(d)$ amount of fringe benefits tax under the Fringe Benefits Tax Assessment Act 1986, the amount of tax under the Income Tax Assessment Act 1936 or the amount of any other tax or impost that may otherwise be payable by the Plan Participant or the Group Company;
for the purpose of enabling the Plan Participants generally (but not $(e)$ necessarily each Plan Participant) to receive a more favourable taxation treatment: or
to enable any Group Company to comply with the Corporations Act $(f)$ or the Listing Rules.

$10.3$ Listing Rules

No amendment may be made except in accordance with and in the manner (if any) stipulated by the Listing Rules.

10.4 Amendments may be retrospective

Subject to the above provisions of this rule 10, any amendment made pursuant to rule 10.1 may be given such retrospective effect as is specified in the written instrument or resolution by which the amendment is made.

$10.5$ Suspension and termination

The Board may from time to time suspend the operation of the Plan and may at any time terminate the Plan. The suspension or termination of the Plan will not prejudice the existing rights of Plan Participants.

11 Administration of the Plan

Administration by the Board and Plan Manager $11.1$

The Plan will be administered by the Board and, as expressly mentioned, by the Plan Manager in accordance with these Rules.

$11.2$ Limit on powers, discretions and obligations

Any power or discretion which is conferred on the Board or the Plan Manager by these Rules must be exercised in the interests or for the benefit of the Company, and the Board and the Plan Manager are not, in exercising any such power or discretion, under any fiduciary or other obligation to any other person.

$11.3$ Delegation

Any power or discretion which is conferred on the Board or the Plan Manager by these Rules may be delegated to a committee consisting of such Directors or other officers, employees of the Company, or any one or more of those people holding any of these positions, as the Board thinks fit.

Board decisions final and conclusive $11.4$

The decision of the Board as to the interpretation, effect or application of these Rules will be final and conclusive.

Delegation by the Plan Manager 11.5

Any power or discretion which is conferred on the Plan Manager by these Rules may be delegated to a committee consisting of such directors or other officers or employees of the Plan Manager, or any one or more of those people holding any of these positions, as the board of directors of the Plan Manager thinks fit.

11.6 Plan Manager's expenses

The Plan Manager is not entitled to receive from the Plan any commission or other remuneration in respect of its office, but the Company may if it thinks fit pay to the Plan Manager any remuneration or reimburse any expenses it thinks fit from its own resources.

$11.7$ Documents

The Company or the Plan Manager may from time to time require a Plan Participant to complete and return any documents that are required by law to be completed by the Plan Participant and any other documents which the Company considers should, for legal or taxation reasons, be completed by the Plan Participant.

$12$ Rights of Plan Participants

Except as expressly provided in these Rules, nothing in these Rules:

confers on any Employee the right to receive any Shares; $(a)$

confers on any Plan Participant the right to continue as an employee $(b)$ or director of any Group Company;
affects any rights which any Group Company may have to terminate $(c)$ the employment or term of office of any Plan Participant;
may be used to increase damages in any action brought against any $(d)$ Group Company in respect of any such termination;
confers on an Employee any expectation to become a Plan Participant $(e)$ or a Loan Scheme Participant; or
confers on any Plan Participant the right to assign his or her actual or $(f)$ prospective rights under the Plan to any person without the consent of the Board.

13 Notices

$13.1$ Delivery

Any notice to be given by the Company may be:

sent by electronic mail or delivered; or $(a)$
sent by ordinary prepaid mail. $(b)$

When effective $13.2$

Any notice to be given by the Company is deemed to have been served:

if sent by electronic mail or delivered, at the time of delivery or $(a)$ sending;
if posted to an address within Australia, three days after the date of $(b)$ posting, excluding Saturdays, Sundays and public holidays; or
if posted to an address outside Australia, seven days after the date of $(c)$ posting.

$13.3$ Address for notices

The address for the delivery, transmission and postage of notices to a Plan Participant is the address of the Plan Participant indicated on the Application Form or such other address as the Plan Participant may notify to the Company in writing from time to time.

14 Governing law

These Rules are governed by the laws of New South Wales.