MAXIPARTS LIMITED — AGM Information 2017

Sep 19, 2017

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MaxiTRANS INDUSTRIES LIMITED

ACN 006 797 173

NOTICE OF ANNUAL GENERAL MEETING

PLACE: Computershare Conference Centre “Yarra Falls” 452 Johnston Street Abbotsford Victoria 3067

DATE: Friday, 20 October 2017

TIME: 11.00 am (AEDT)

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR ATTENTION

If you are in doubt as to how to deal with it, please consult your financial or other professional adviser

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At MaxiTRANS, we aim to partner with operators and service providers in the freight transport industry to improve their efficiency and effectiveness with a focus on adding value to customers to reduce their operating risk with respect to safety, compliance, reliability and efficiency.

Dean Jenkins Managing Director and CEO

Built oN priDe

Who are we?

MaxiTRANS[®] is Australasia’s leading supplier of trailing road transport equipment for the general freight, temperature controlled freight and bulk transport market sectors. Through our renowned trailer and truck body brands, MaxiTRANS provides high quality engineered solutions for almost every sector of the road transport industry, supported by a comprehensive parts and service network.

Our strategy

To partner with operators in the freight transport business to improve efficiency and effectiveness

To add value by reducing customers’ operating risk

Our values

Send all our people home safely

A balanced focus on customers and results Enable and empower people to achieve results

Be honest, forthright and ethical in our dealings Encourage collaboration and deep seated accountability

Become better every day in all that we do

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The largest road transport trailer
manufacturer in Australia and
N [0] .1
New Zealand combined
Publicly listed company (ASX: MXI)
manufacturing plants
5
6 industry-leading equipment brands
employees
1000+
years’ trailer design
70+ and manufacturing
experience
sales, service
30+ and parts locations
across Australia,
New Zealand
and China
30,000+
truck & trailer part lines in our
MaxiPARTS network
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Underlying earnings per share (basic)[*]

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22%
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Tipper sales

Underlying net profit after tax attributable to MXI equity holders[*]

22%

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4 BrisBane Truck BrisBane Truck BrisBane Truck BrisBane Truck
show show show show
2017 2017 2017 2017
industry winner winner winner winner
awards
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FY17 revenue

$340m

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Australian trailer order banks up

over 100%

47% reduction in lost time injury frequency rate

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395

record trailer order

New strategic alliance

with Monash & Federation Universities for training, research and development

MaxiSTOCK Parts & 20% increase in sales Components per installation segment NPBT 45%

China profit

12%

(on constant currency basis)

*Non-IFRS measures have not been subject to audit or review by external auditors. The MaxiTRANS, Freighter, Maxi-CUBE, Lusty EMS, Hamelex White, AZMEB, Peki and MaxiPARTS logos are registered trademarks of the MaxiTRANS group. MaxiTRANS Australia Pty Ltd. Copyright 2017. ABN 95 081 151 699. Printed 08/17

MAXITRANS INDUSTRIES LIMITED ACN 006 797 173

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of the Shareholders of MaxiTRANS Industries Limited ACN 006 797 173 ( Company ) will be held at the Computershare Conference Centre, “Yarra Falls,” 452 Johnston Street, Abbotsford, Victoria on Friday, 20 October 2017 at 11.00 am (AEDT).

Please note there are certain restrictions on whether your proxy is able to vote your shares, particularly in relation to Resolutions 1 and 4. Please read this Notice of Annual General Meeting carefully and consider directing your proxy on how to vote on each resolution by marking the appropriate box on the proxy form .

BUSINESS:

A. Financial Statements and Reports

To table the financial statements (including the Directors' Report and Auditor's Report) of the Company for the year ended 30 June 2017 and to provide the Shareholders with the opportunity to raise any issues or ask questions generally of the Directors concerning those financial statements or the business and operations of the Company.

B. Ordinary Resolutions

To consider and, if thought fit, to pass the following resolutions as ordinary resolutions:

Resolution 1 – Remuneration Report

That the Remuneration Report for the financial year ended 30 June 2017 be adopted.

Resolution 2 – Re-election of Director – Mr Robert Wylie

That Mr Robert Wylie, a Director retiring in accordance with the Company’s Constitution, being eligible and having signified his candidature for the office, is re-elected as a Director of the Company.

Resolution 3 – Re-election of Director – Mr Joseph Rizzo

That Mr Joseph Rizzo, a Director retiring in accordance with the Company’s Constitution, being eligible and having signified his candidature for the office, is re-elected as a Director of the Company.

Resolution 4 – Grant of Performance Rights to the Managing Director

That the grant of performance rights under the Performance Rights Plan to Mr. Dean Jenkins, Managing Director, be approved as described in the Explanatory Memorandum.

C. Special Resolution

To consider and, if thought fit, to pass the following resolution as a special resolution:

Resolution 5 – Amendment to Constitution

That clause 93 of the Constitution of the Company be amended by deleting the words “If and to the extent authorised by resolution of the Company in general meeting,”.

NOTES:

The details of the resolutions contained in the explanatory notes accompanying this Notice of Annual General Meeting should be read together with and as part of this Notice of Annual General Meeting.

VOTING ENTITLEMENTS

The Company has determined, in accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), that the Company's shares quoted on ASX Limited at 7.00pm (AEDT) on Wednesday, 18 October 2017 will be taken, for the purposes of the Annual General Meeting, to be held by the persons who held them at that time. Accordingly, those persons only will be entitled to attend and vote at the meeting.

VOTING EXCLUSION STATEMENTS

Resolution 1 – Remuneration Report

The Company will disregard any votes cast on Resolution 1 by or on behalf of:

• a member of the key management personnel of the Company and its subsidiaries (together referred to as the Group ), details of whose remuneration are included in the remuneration report for the year ended 30 June 2017 (each a KMP ); and

• a Closely Related Party of a KMP,

whether the votes are cast as a shareholder, proxy or in any other capacity.

However, the Company will not disregard a vote cast by a KMP or closely related party of a KMP if:

• it is cast as a proxy, and the proxy is appointed by writing that specifies how the proxy is to vote on Resolution 1 and it is not cast on behalf of a KMP or a Closely Related Party of a KMP; or

• the proxy is the chair of the meeting and the appointment of the chair as proxy does not specify the way the proxy is to vote on Resolution 1 and expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a KMP of the Company (or the Group).

If you are a KMP or a closely related party of a KMP (or are acting on behalf of any such person) and purport to cast a vote that will be disregarded by the Company (as indicated above), you may be liable for an offence for breach of voting restrictions that apply to you under the Corporations Act.

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company and the Group, whether directly or indirectly. Members of key management personnel include its directors and certain senior executives.

A Closely Related Party of a member of the key management personnel means any of the following:

• a spouse, child or dependent of the member;

• a child or dependent of the member's spouse;

• anyone else who is one of the member's family and may be expected to influence, or be influenced by, the member in the member's dealings with the Group;

• a company the member controls; or

• a person prescribed by regulations (as at the date of this notice, no additional persons have been prescribed by regulation).

Resolution 4 – Grant of Performance Rights to the Managing Director

The Company will disregard any votes cast on Resolution 4 by:

• any director (except one who is ineligible to participate in any employee incentive scheme in relation to the Company); and

• the director's associates.

However, the Company is not required to disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote and it is cast in accordance with the directions on the proxy form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote and the proxy appointment expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a KMP of the Company (or the Group).

PROXIES

1. A Shareholder entitled to attend and vote at the meeting has the right to appoint a person (who need not be a Shareholder of the Company) as the Shareholder's proxy to attend and vote at the meeting.

2. If a Shareholder is entitled to cast two or more votes they may appoint two proxies (but no more) provided that an appointment of two proxies will have no effect unless each proxy is appointed to represent a specified proportion of the Shareholder’s voting rights aggregating no more than 100% of that Shareholder’s voting rights. If the Shareholder appoints two proxies, neither proxy may vote on a show of hands.

3. The proxy form must be signed by the Shareholder or his or her attorney in accordance with the instructions on the proxy form.

4. To be valid, the proxy form and the power of attorney or other authority (if any) under which it is signed (or any attested copy thereof) must be lodged at the share registry of the Company or online:

By facsimile: Computershare Investor Services Pty Limited on 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia).

By mail: Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 In person: Computershare Investor Services Pty Limited “Yarra Falls,” 452 Johnston Street Abbotsford Victoria 3067 Online: go to www.investorvote.com.au, log-in and follow the prompts. Custodians: Relevant custodians may lodge their proxy form online by visiting www.intermediaryonline.com

To be valid, proxies must be received by 11.00 am (AEDT), Wednesday, 18 October 2017 , being not later than 48 hours before the time for holding the meeting.

1. A corporation which is a member may appoint an individual to act as its representative at the annual general meeting in accordance with section 250D of the Corporations Act. The representative should bring to the meeting a certificate to evidence his or her appointment unless it has previously been provided to the Company’s share registry. The proxy form contains instructions for obtaining a form of the certificate.

2. If the proxy form is signed but is blank in all other material aspects, it will be taken to mean that it is in favour of the Chairperson of the Meeting for full voting rights and the Chairperson will vote in favour of the item on a poll.

3. A proxy may decide whether to vote on any motion, except where the proxy is required by law or the constitution of the Company to vote, or abstain from voting, in their capacity as proxy. If a proxy is directed to vote on an item of business, the proxy may vote on that item only in accordance with the direction. If a proxy is not directed how to vote on an item of business, the proxy may vote as he or she thinks fit.

4. A proxy form accompanies this Notice of Annual General Meeting.

APPOINTING THE CHAIR AS YOUR PROXY

The proxy form accompanying this notice of meeting contains detailed instructions regarding how to complete the proxy form if a Shareholder wishes to appoint the chair of the meeting as his or her proxy. You should read those instructions carefully.

By appointing the chair of the meeting as your proxy in relation to Resolution 1, you expressly authorise the chair to vote in favour of Resolution 1 unless:

• you expressly instruct the chair to vote against or abstain from voting on the resolution; or

• you are a KMP.

By appointing the chair of the meeting as your proxy in relation to Resolution 4, you expressly authorise the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a KMP and even if the chair has an interest in the outcome of Resolution 4 and that votes cast by the chair, other than as proxy holder, would be disregarded because of that interest.

The chair intends to exercise all available proxies by voting in favour of all Resolutions on the agenda.

If you do not wish to give the chair of the meeting such a directed proxy, you should ensure that a box other than the 'For' box is clearly marked against each of the Resolutions in the proxy form.

BY ORDER OF THE BOARD

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Mr. C. Richards Company Secretary MaxiTRANS Industries Limited 15 September 2017

MAXITRANS INDUSTRIES LIMITED ACN 006 797 173 EXPLANATORY MEMORANDUM

PURPOSE OF INFORMATION

The purpose of this Explanatory Memorandum (which accompanies and forms part of the 2017 Notice of Annual General Meeting) is to provide Shareholders with an explanation of the business of the meeting and of the resolutions to be proposed and considered at the Annual General Meeting of the Company on Friday, 20 October 2017 and to allow Shareholders to determine how they wish to vote on those resolutions.

Shareholders should read the full text of this Explanatory Memorandum before deciding how to vote. If you are in any doubt about the action which you should take in relation to the proposals contemplated in this Explanatory Memorandum, you should consult your financial or other professional adviser immediately.

Words or expressions used in this Explanatory Memorandum are defined below.

DEFINITIONS

In this Explanatory Memorandum the following terms have the following meanings:

AGM means the 2017 Annual General Meeting of the Company to be held on 20 October 2017.

Annual Report means the annual report of the Company for the financial year ended 30 June 2017.

ASX means Australian Securities Exchange Limited.

Board means the Board of Directors.

Company means MaxiTRANS Industries Limited ACN 006 797 173.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company as at the date of this Explanatory Memorandum.

DRP means a dividend reinvestment plan.

Explanatory Memorandum means this explanatory memorandum which accompanies and forms part of the Notice of Meeting.

Group means the Company and all of its subsidiaries.

Notice of Meeting means the notice of the AGM referred to in and which accompanies this Explanatory Memorandum.

Resolution means a resolution referred to in the Notice of Meeting.

Share means a fully paid ordinary share in the Company.

Shareholder means a holder of Share(s).

THE PROPOSALS

The Resolutions before the meeting relate to the following matters:

1. to adopt the Remuneration Report;

2. to re-elect Mr Robert Wylie as a Director;

3. to re-elect Mr Joseph Rizzo as a Director;

4. to approve the grant of performance rights to the Managing Director; and

5. to amend the Constitution.

WHY THE MEETING IS BEING HELD

A. Financial Statements and Reports

Under the Corporations Act, the directors of a public company that is required to hold an annual general meeting must table the financial statements and reports of the Company for the previous year for discussion by the Shareholders at that annual general meeting.

Shareholders have been provided with all relevant information concerning the Company’s financial statements for the year ended 30 June 2017 in the Annual Report. A copy of the Annual Report has been forwarded to each Shareholder. A copy of the financial statements and the associated reports will also be tabled at the meeting.

Shareholders should note that the sole purpose of tabling the financial statements of the Company at the Annual General Meeting is to provide the Shareholders with the opportunity to ask questions or discuss matters arising from the financial statements at the meeting. It is not the purpose of the meeting that the financial statements be approved, rejected or modified in any way. Further, as it is not required by the Corporations Act, no resolution to adopt, receive or consider the Company’s financial statements will be put to the Shareholders at the meeting.

B. Ordinary Resolutions

1. Adoption of Remuneration Report

The Directors' Report for the year ended 30 June 2017 contains a Remuneration Report. The Remuneration Report explains in detail:

• the remuneration policies adopted by the Board;

• the links between the remuneration policies adopted by the Board and the performance of the Company;

• the remuneration details for each Director and the senior executives of the Company;

• the different bases of remuneration paid to non-executive Directors and executive management; and

• the details of any Short Term Incentive Scheme and Long Term Incentive Scheme in place and forming part of the remuneration structure of the Company and the links between each scheme and the performance of the Company.

The Corporations Act requires that a resolution be put to the vote that the Remuneration Report be adopted. The vote on the Remuneration Report is advisory and will not bind the Company or its Directors.

The Remuneration Report forms part of the Directors' Report, made in accordance with a unanimous resolution of the Directors. Each of the Directors recommends the report to Shareholders for adoption.

Shareholders attending the AGM will be given an opportunity to ask questions about the Remuneration Report which is set out in the Annual Report.

2. Re-election of Director – Mr Robert Wylie

Pursuant to the Company’s Constitution, a non-executive Director must retire from office at the conclusion of the third Annual General Meeting after the Director was last elected. Directors are eligible for re-election. Mr Robert Wylie was last re-elected at the 2014 Annual General Meeting and is due to retire from office at the conclusion of the 2017 Annual General Meeting. Mr Wylie seeks re-election as a Director.

Mr Wylie is an independent non-executive Director of the Company. He is the Chairman of the Board of Directors and the Corporate Governance and Nomination Committees. He is also a member of the Audit & Risk Management and Remuneration & Human Resources Committees.

Mr Wylie is currently a Director of the Walter & Eliza Hall Institute of Medical Research. He previously held directorships at Elders Limited, Centro Properties Limited, CPT Manager Limited and also held a number of senior roles at Deloitte including National Chairman and Deputy Managing Partner Asia Pacific.

Further details about Mr Wylie are set out in the Annual Report.

The Directors (except Mr Wylie) unanimously recommend to Shareholders to vote in favour of the resolution.

3. Re-election of Director – Mr Joseph Rizzo

Pursuant to the Company’s Constitution, a non-executive Director must retire from office at the conclusion of the third Annual General Meeting after the Director was last elected. Directors are eligible for re-election. Mr Joseph Rizzo was last re-elected at the 2014 Annual General Meeting and is due to retire from office at the conclusion of the 2017 Annual General Meeting. Mr Rizzo seeks re-election as a Director.

Mr Rizzo is an independent non-executive Director of the Company. He is the Chairman of the Remuneration & Human Resources Committee. He is also a member of the Audit & Risk Management, Corporate Governance and Nomination Committees.

Mr Rizzo has over thirty five years of broad road transport industry experience and was previously the Vice President of the Truck Industry Council. He held a number of senior roles with PACCAR Australia Pty Ltd including Managing Director of PACCAR Australia.

Further details about Mr Rizzo are set out in the Annual Report.

The Directors (except Mr Rizzo) unanimously recommend to Shareholders to vote in favour of the resolution.

4. Grant of Performance Rights to the Managing Director

Under the ASX Listing Rules, the Company must seek shareholder approval to grant equity securities in the Company to Mr Dean Jenkins, the Company's Managing Director. Accordingly, the Company is seeking approval for the grant of performance rights to Mr Jenkins under the Company's Performance Rights Plan which was approved by shareholders at the 2010 annual general meeting and summarised in Annexure A.

Mr Jenkins’ performance rights will vest depending on performance against an agreed long term incentive target to achieve an increase in the Company's Return on Invested Capital ( ROIC ) at an average of 0.65% per annum over the period from 1 July 2017 to 30 June 2020. Based on the Company’s average ROIC of 6.0% for the previous three years, this represents a target ROIC of 7.95% for the year ending 30 June 2020.

The minimum target that must be achieved before any of the performance rights vest in relation to the ROIC target is a ROIC of 7.3% in the year ending 30 June 2020, at which point 50% of the performance rights will vest. A sliding scale will apply where the actual ROIC achieved is between 7.3% and 7.95%. 100% of the performance rights will vest where the target ROIC of 7.95% is fully achieved or exceeded.

ASX Listing Rule 10.15 requires this Notice of Meeting to include the following information in relation to the grant of performance rights that may be granted to Mr Jenkins under the terms of the Plan:

• (a) Maximum number of securities that may be acquired

462,193.

• (b) The price or formula for calculating the price for each security to be acquired under the Plan

No price is payable by Mr Jenkins for the grant or exercise of the performance rights.

• (c) The names of all persons referred to in Listing Rule 10.14 who received securities under the Plan since the last approval

None.

• (d) The names of all persons referred to in Listing Rule 10.14 entitled to participate in the Plan

Mr Jenkins is the only person referred to in Listing Rule 10.14 entitled to participate in the Plan.

• (e) The terms of any loan in relation to the acquisition

No loan will be made in relation to the acquisition.

• (f) The date by which the entity will issue the securities

The performance rights will be issued within 12 months of the date of this meeting. It is anticipated that the performance rights will be issued in November 2017.

The Directors unanimously recommend Shareholders vote in favour of the resolution.

C. Special Resolution

5. Amendment to Constitution – Dividend Reinvestment Plan

A DRP enables shareholders to elect to reinvest all or part of their dividends in additional fully paid ordinary shares in a company.

Clause 93 of the Company’s Constitution requires that shareholder approval be obtained before the Board establishes, varies, suspends or terminates a DRP.

Neither the Corporations Act nor the Listing Rules require shareholder approval for establishment or operation of a DRP. The Constitution’s requirement for shareholder approval for the implementation or operation of a DRP is not consistent with current corporate governance practice and limits the Board’s flexibility to manage the Company’s capital requirements in a timely manner.

Accordingly, the Directors believe it is appropriate to update the Constitution by removing the requirement for shareholder approval for the establishment, variation, suspension or termination of a DRP.

The Company’s previous DRP ceased operation in 2011. Any future decision by the Directors to establish a DRP for the Company and its shareholders, and the terms of that DRP, will be made after consideration of the Company’s capital requirements.

The proposed resolution for the amendment to the Constitution must be approved by a special resolution. A special resolution must be passed by at least 75 per cent of the votes cast by shareholders present (whether in person, or by proxy, attorney or representative) and entitled to vote on the resolution.

The Directors unanimously recommend Shareholders vote in favour of the resolution.

WRITTEN QUESTIONS TO THE AUDITOR

The Company's auditor or the auditor's representative will attend the AGM. Shareholders entitled to vote at the AGM may submit written questions to the auditor if the question is relevant to:

• the content of the auditor’s report; or

• the conduct of the audit of the annual financial report.

Questions must be submitted no later than 5.00pm on Monday, 16 October 2017 and should be sent to the Company Secretary, 346 Boundary Road, Derrimut, Victoria, 3030.

HOW TO VOTE

To vote on the Resolutions you will need to follow these steps:

• EITHER 1. Complete the proxy form and return it in person, by facsimile or mail (to be received no later than 11.00 am (AEDT) on Wednesday, 18 October 2017) to the following offices or facsimile numbers:

Computershare Investor Services Pty Limited

GPO Box 242 Melbourne Victoria 3001

Facsimile number: 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia)

OR

Computershare Investor Services Pty Limited

“Yarra Falls,” 452 Johnston Street Abbotsford Victoria 3067

OR 2. Vote online – go to www.investorvote.com.au, log in and follow the prompts. Custodians – Relevant custodians may lodge their proxy form online by visiting www.intermediaryonline.com

OR 3. Attend the AGM.

The lodging of a completed proxy form will not prevent you from attending and voting at the AGM.

QUERIES

The Directors recommend that all Shareholders consider very carefully all the information set out in this Explanatory Memorandum before deciding how to vote on the Resolutions.

If after reading the Notice of Meeting and the Explanatory Memorandum, you have any queries about the meeting, the Resolutions to be put to the meeting or the nature of the proposals being considered, please contact the Company Secretary at MaxiTRANS Industries Limited on (03) 8368 1100.

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Mr. C. Richards Company Secretary MaxiTRANS Industries Limited 15 September 2017

MAP – VENUE LOCATION

Symbol A below denotes the office location of Computershare Investor Services Pty Limited at: 452 Johnston Street, Abbotsford, Victoria.

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A
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CAR PARKING

Car parking is available along the side streets adjacent to the office. Please take note of any specially designated parking areas.

Annexure A - Summar of MaxiTRANS Performance Ri hts Plan y g

A summary of the terms and conditions of the MaxiTRANS Performance Rights Plan ( Plan ) is set out below. A copy of the full terms of the Plan may be obtained from the Company.

Introduction

The Plan enables the Company to grant performance rights to senior managers and executive directors of the Company ( Eligible Executives ) with the aim of providing the Eligible Executives with a long term incentive which will enable them to acquire shares in the Company and to recognise and maximise their contribution to the performance of the Company.

Performance Rights

• A performance right will, upon its exercise, entitle a holder to receive (either by way of issue or by transfer) one fully paid ordinary share in the Company, which will rank equally with all other existing shares.

• The exercise of a performance right will be subject to certain performance hurdles being met.

• A performance right is considered to have 'vested' when the performance hurdles relating to that performance right have been satisfied.

• Typically, no payment will be required from an Eligible Executive for the grant or the exercise of a performance right.

• The Plan will be administered by a committee of the Board ( Plan Committee ).

Offers

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• The Plan Committee will have the absolute discretion to make an offer to grant performance rights to any Eligible Executive. The Plan Committee will also determine the number of performance rights to be offered. However, each Eligible Executive will only be granted performance rights once in each financial year. This may not be at the same time as other Eligible Executives.

• The offer of performance rights will be in writing and will state, amongst other things, any performance hurdles or other conditions (if any) determined by the Plan Committee to apply to the offer ( Offer Document ).

• An Eligible Executive may accept an offer by giving the Company the duly completed and executed prescribed application form within the period of time specified in the offer.

• An Eligible Executive may only accept the offer in respect of all of the performance rights offered in an Offer Document and not in part.

• The grant of performance rights by the Company will be subject to prescribed limits where the grant of performance rights:

• will, when aggregated with any conditional entitlement to shares issued pursuant to employee incentive schemes or shares previously issued under employee incentive schemes during the past five years, exceed 5% of the total number of shares of the Company on issue; or

		• breach the limit specified in Listing Rule 7.1 of the ASX Listing
		Rules.
Exercise of	•	Performance rights may only be exercised during a seven year period
performance		commencing three years after the date they were awarded.
rights – Exercise period criteria	•	In special circumstances, different time periods will apply. For example, where the holder of the performance rights retires, dies, sustains a total and permanent disability or is made redundant, the
		exercise period will commence on the date the special circumstance
		arose and will end 90 days later.
Exercise of	•	In addition to the exercise period criteria, performance rights may only
performance		be exercised if the performance hurdles relating to those performance
rights –		rights have been satisfied.
Performance hurdles criteria	•	These performance hurdles will be specified in the Offer Document.
Restrictions	•	The offer of performance rights is personal to the Eligible Executive
		and except for specific acceleration events relating to a takeover or a
		compulsory acquisition, performance rights are not transferrable and
		cannot be sold or disposed of by an Eligible Executive.
	•	Shares issued to Eligible Executives following the exercise of a
		performance right may also be subject to 12 month on-sale
		prohibitions if the Company is not entitled to either rely on relief
		provided by ASIC Class Order [CO 03/184] or issue a cleansing
		notice under section 708A(5)(e) of the Corporations Act.
Lapse of	•	Performance rights which have not yet vested will lapse if the relevant
performance		performance hurdles are not met. Unvested performance rights will
rights		also lapse if the Eligible Executive is dismissed with cause from the
		Company.
	•	Performance rights which have vested will lapse immediately if the
		Eligible Executive is dismissed with cause from the Company. In
		addition, vested performance rights will lapse:
		• twelve months after the occurrence of a change of control in
		the Company;
		• six months after the date of termination of an Eligible
		Executive (other than in special circumstances relating to the
		death, retirement, redundancy or total and permanent
		disablement of an Eligible Executive); or
		• twelve months after the occurrence of the special
		circumstance relating to the death, retirement, redundancy or
		total and permanent disablement of an Eligible Executive.
	•	Where performance rights lapse, all rights of the holder in respect of
		those performance rights under the Plan cease.

Participation	•	If the Company conducts a new issue of shares to existing
rights		shareholders, a holder of performance rights is not entitled to
		participate in the new issue merely by virtue of being a performance
		rights holder. This does not affect any rights to participate in the new
		issue for shares derived from existing shares held independently of,
		or previously issued under, the Plan.
	•	The Plan provides for adjustments to be made to the number of
		shares to be issued to a holder upon exercise of performance rights to
		take into account changes to the capital structure of the Company that
		occur by way of a pro rata issue or a bonus issue of shares.
	•	In any reorganisation of the Company's capital, the performance
		rights may be adjusted in a similar way to the extent necessary to
		comply with the Listing Rules.
Amendment to	The Board retains the discretion to amend the rules of the Plan, or to waive
Plan	or modify the application of the Plan to Eligible Executives, including the
	discretion to amend the terms of the performance rights.