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IRESS LIMITED — Director's Dealing 2021
May 23, 2021
65141_rns_2021-05-23_c10cfa35-42a1-415a-b89a-dd3f5cc11edb.pdf
Director's Dealing
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The Manager Company Announcements Office Australian Stock Exchange Exchange Centre 20 Bridge Street SYDNEY NSW 2000
24 May 2021
Dear Sir or Madam
RE: APPENDIX 3Y – ANDREW WALSH – CEO & MANAGING DIRECTOR
Please find attached an Appendix 3Y announcement relating to Andrew Walsh, CEO & Managing Director.
This notification reflects the vesting of equity-based remuneration and a disposal to meet normal tax obligations arising on the vesting of equity grants forming part of the CEO’s remuneration package. The last sale of equity by the CEO occurred in 2019.
As detailed in the 3Y, following the transaction Andrew Walsh has a total of 545,478 vested shares (held directly and indirectly) and unvested Deferred Share Rights and Equity Rights of 216,199, exceeding 4 times base salary (at current share price). In addition, Andrew Walsh holds 464,487 unvested Performance Rights.
Yours sincerely
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Peter Ferguson Chief Legal Officer & Company Secretary
Iress Limited Corporate Office: Level 16, 385 Bourke Street MELBOURNE VIC 3000 Australia ABN: 47 060 313 359
T +61 3 9018 5800 [email protected]
www.iress.com
Appendix 3Y Change of Director’s Interest Notice
Rule 3.19A.2
Appendix 3Y
Change of Director’s Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
Introduced 30/09/01 Amended 01/01/11
| Name of entity |
Iress Limited |
|---|---|
| ABN |
47 060 313 359 |
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
Name of Director Andrew Walsh Date of last notice 18 March 2021
Part 1 - Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Direct or indirect interest | Direct & Indirect | Direct & Indirect |
|---|---|---|
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. |
Indirect through Salernes Pty Ltd ATF Walsh Family Trust | |
| Date of change | 18 May 2021 | |
| No. of securities held prior to change | Ordinary Shares Direct: 496,980 Indirect: 136,791 633,771 Unvested Share/Rights Grants Overview: Deferred Share Rights all Series: 94,443 Performance Rights pre-2019 Series: 200,688 |
- See chapter 19 for defined terms.
15/07/2020 Appendix 3Y Page 1
Appendix 3Y Change of Director’s Interest Notice
| Unvested Rights/Grants under revised 2019 executive remuneration framework: Equity Rights: 76,374 Performance Rights: 160,936 Unvested Share/Rights Grants Details: 2017 Series Performance Rights 2017: ● 4 year term, 3 year measurement period commencing 1 Jan 2018: - 54,739 ● 4 year term, 4 year measurement period commencing 1 Jan 2017: - 54,739 2018 Series Deferred Shares Rights 2018: ● 3 year term, granted 10 May 2018: - 51,707 Performance Rights 2018: ● 4 year term, granted 10 May 2018, 3 year measurement period commencing 1 Jan 2019: - 45,605 ● 4 year term, granted 10 May 2018, 4 year measurement period commencing 1 Jan 2018: - 45,605 2019 Series Deferred Shares Rights 2019: ● 3 year term, granted 9 May 2019: - 42,736 2019 Series– New Framework Performance Rights 2019: ● 3 year term, granted 9 May 2019: – 80,020 2020 Series– New Framework Equity Rights 2020: ● 2 year term, granted 21 May 2020, 2 year measurement period commencing 28 Feb 2020 – 28 Feb 2020, (shares provided on exercise of any vested Equity Rights are subject to a mandatory 2 year holding lock (28 February 2022 – 28 February 2024): – 76,374 Performance Rights 2020: ● 3 year term, granted 21 May 2020, 3 year measurement period commencing 1 Jan 2020 – 31 Dec 2022: – 80,916 |
||
|---|---|---|
| Class | Ordinary | |
| Number acquired | Ordinary Shares Direct: 51,707 Indirect: Nil |
- See chapter 19 for defined terms.
15/07/2020 Appendix 3Y Page 2
Appendix 3Y Change of Director’s Interest Notice
| Number disposed | Ordinary Shares Direct: 140,000 Indirect: Nil |
||
|---|---|---|---|
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
Average price per share $10.04 | ||
| No. of securities held after change | Ordinary Shares Direct: 408,687 Indirect: 136,791 545,478 Unvested Share/Rights Grants Overview: Deferred Share Rights all Series: 42,736 Performance Rights pre-2019 Series: 200,688 Unvested Rights/Grants under revised 2019 executive remuneration framework: Equity Rights: 173,463 Performance Rights: 263,799 Unvested Share/Rights Grants Details: 2017 Series Performance Rights 2017: ● 4 year term, 3 year measurement period commencing 1 Jan 2018: -54,739 ● 4 year term, 4 year measurement period commencing 1 Jan 2017: -54,739 2018 Series Performance Rights 2018: ● 4 year term, granted 10 May 2018, 3 year measurement period commencing 1 Jan 2019: -45,605 ● 4 year term, granted 10 May 2018, 4 year measurement period commencing 1 Jan 2018: -45,605 2019 Series Deferred Shares Rights 2019: ● 3 year term, granted 9 May 2019: -42,736 |
- See chapter 19 for defined terms.
15/07/2020 Appendix 3Y Page 3
Appendix 3Y Change of Director’s Interest Notice
| 2019 Series– New Framework Performance Rights 2019: ● 3 year term, granted 9 May 2019: –80,020 2020 Series– New Framework Equity Rights 2020: ● 2 year term, granted 21 May 2020, 2 year measurement period commencing 28 Feb 2020 – 28 Feb 2022, (shares provided on exercise of any vested Equity Rights are subject to a mandatory 2 year holding lock (28 Feb 2022 – 28 Feb 2024): –76,374 Performance Rights 2020: ● 3 year term, granted 21 May 2020, 3 year measurement period commencing 1 Jan 2020 – 31 Dec 2022: –80,916 2021 Series- New Framework Equity Rights 2021: ● 2 year term, granted in May 2021, 2 year measurement period commencing 28 Feb 2021 - 28 Feb 2023. Shares provided on exercise of any vested Equity Rights are subject to a mandatory 2 year holding lock (28 Feb 2023 - 28 Feb 2025) -97,089 Performance Rights 2021: ● 3 year term, granted in May 2021, 3 year measurement period commencing 1 Jan 2021 - 31 Dec 2024: -102,863 |
|
|---|---|
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
Direct: Vesting of 2018 Deferred Share Rights and disposal of shares to meet normal tax obligations arising from the vesting of equity grants. Indirect: Grant of Equity Rights and Performance Rights as part of 2021 remuneration and in accordance with shareholder approval at the Annual General Meeting on 6 May 2021. |
Part 2 – Change of director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Detail of contract | N/A |
|---|---|
| Nature of interest | N/A |
| Name of registered holder (if issued securities) |
N/A |
- See chapter 19 for defined terms.
15/07/2020 Appendix 3Y Page 4
Appendix 3Y Change of Director’s Interest Notice
| Date of change | N/A |
|---|---|
| No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed |
N/A |
| Interest acquired | N/A |
| Interest disposed | N/A |
| Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation |
N/A |
| Interest after change | N/A |
Part 3 –[+] Closed period
| art 3 –+Closed period | |
|---|---|
| Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required? |
No |
| If so, was prior written clearance provided to allow the trade to proceed during this period? |
N/A |
| If prior written clearance was provided, on what date was this provided? |
N/A |
- See chapter 19 for defined terms.
15/07/2020 Appendix 3Y Page 5