METRO MINING LIMITED — Governance Information 2009

Nov 30, 2009

Employee Share and Option Scheme

MetroCoal Limited ACN 117 763 443

1. Definitions and interpretation

• 1.1 In this Scheme, unless the context otherwise requires, the following terms and expressions have the following meanings:

Acceptance Date has the meaning ascribed to that term in clause 3.2(f).

Acceptance Form means a form for the acceptance of offers made to Eligible Employees in such form as the Board may approve from time to time.

Acknowledgement means the form of acknowledgement from time to time approved by the Board for the purposes of clause 11.

Associated Body corporate shall have the meaning ascribed to it in ASIC Class Order [03/184] as amended from time to time.

ASX means the ASX Limited.

Auditor means the auditor of the Company.

Board means the board of directors of the Company.

Business Day means a day on which ASX is open for business.

Class Order means an instrument issued by ASIC providing for relief from any provision of the Corporations Act 2001 (Cth) as amended from time to time.

Company means MetroCoal Limited ACN 117 763 443.

Corporations Act means the Corporations Act 2001 (Cth) .

Current Market Price means:

• (a) if the Company is listed on ASX, the last sale price on the Business Day prior to any grant; and

• (b) otherwise, the market value determined by the Auditor.

Eligible Employee means any full-time or part-time continuing employee of the Company or an associated body corporate of the Company who is employed at the time of the offer of the Securities or is a director of the Company or of an associated body corporate of the Company and is determined by the Board from time to time in their absolute discretion to be eligible for participation under this Scheme.

Employee Option means an Option that is allotted to a Participant under this Scheme.

Employee Share means a Share that is allotted to a Participant under this Scheme.

Exercise Price means the price to be determined by the Board at its sole discretion.

Financial Year means the financial year adopted by the Company for the purpose of making up the profit and loss account and balance sheet of the Company pursuant to the Corporations Act 2001 (Cth).

Issue Date means the date on which the Securities are issued to Participants.

Employee Share and Option Scheme

Issue Price means the price payable by a Participant which shall at the time of issue be determined by the Board at its sole discretion.

Listing Rules means the Listing Rules of the ASX as they apply to the Company.

Market Price means on any particular day or any particular time the average closing price of shares on the ASX on the 5 Business Days immediately proceeding that date or time.

Offer means an offer to take up Securities pursuant to clauses 2 and 4.

Option means an option to subscribe for a Share.

Option Commencement Date means the date to be determined by the Board prior to the issuance of the relevant Options.

Option Period means in respect of an Option, the period commencing on the Option Commencement Date and (unless the Board determines a shorter period) expiring on the earlier of:

• (a) the expiration of such period nominated by the Board at its sole discretion at the time of the grant of the Option but being not less than 2 years; or

• (b) the Business Day after the expiration of 3 months, or any longer period which the Directors determine, after the Eligible Employee ceases (as applicable) to be employed by the Company or an associated body corporate of the Company; or

• (c) the Eligible Employee ceasing to be employed by the Company or an associated body corporate of the Company due to fraud or dishonesty.

Participant means an Eligible Employee who accepts an offer from the Board to participate in this Scheme.

Prospectus has the meaning ascribed to that term in the Corporations Act 2001 (Cth) .

Restricted Option means an Employee Option issued pursuant to this Scheme that is subject to the restrictions contemplated in clause 16.

Restricted Share means an Employee Share issued pursuant to this Scheme that is subject to the restrictions contemplated in clause 14.

Scheme means this Scheme.

Securities means collectively a Share and Option and Security has a corresponding meaning.

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

Terms of Allotment means, in relation to a Security:

• (a) the terms and conditions of this Scheme;

• (b) the Acknowledgement required under clause 11;

• (c) each restriction and other condition prescribed by the Board in relation to the Security; and

• (d) each statement setting out particulars in relation to the Security under clause 12.

Employee Share and Option Scheme

Unrestricted Option means an Employee Option that is no longer subject to the restrictions imposed by the Board pursuant to clause 16.

Unrestricted Share means an Employee Share that is no longer subject to the restriction imposed by the Board pursuant to clause 14.

• 1.2 In this Scheme, unless the context otherwise requires:

• (a) a reference to any legislation includes an amendment, consolidation, re-enactment or replacement of it, and any subordinate legislation;

• (b) a reference to rules or to an agreement or document is to the rules, agreement or document as amended or replaced;

• (c) the singular includes the plural and vice versa;

• (d) a reference to any gender includes all genders;

• (e) if an expression is defined, another part of speech and grammatical form of the expression have a corresponding meaning; and

• (f) headings and references to headings are for ease of reference only and do not affect interpretation.

2. Operation of Scheme

• 2.1 Subject to clauses 2.2 and 2.3, the Board may at any time decide that this Scheme should be operated in respect of any Financial Year and the Board may determine at its discretion the total number of Securities to be offered to each Eligible Employee and the Issue Price at which the Securities are offered.

• 2.2 The total number of Securities which may be offered by the Company under this Scheme shall not at any time exceed 5% of the Company’s total issued Shares in that class at that time of the offer when aggregated with:

• (a) the number of Shares in the same class which would be issued on the basis that each outstanding offer with respect to Shares or Options under any employee share option scheme of the Company were accepted and exercised; and

• (b) the number of Shares in the same class issued during the previous 5 years pursuant to:

  • (1) this Scheme to an Eligible Employee; or

  • (2) any employee share option scheme of the Company,

but excluding for the purposes of the calculation, any offer made, or Option acquired or Share issued by way of or as a result of:

• (3) any offer to a person situated at the time of receipt of the offer referred to in paragraph 2.2(a) and 2.2(b) ( Relevant Offer ) outside of this jurisdiction; or

• (4) an offer that did not require disclosure to investors because of Section 708 of the Corporations Act 2001 (Cth) ; or

Employee Share and Option Scheme

  - (5) an offer that did not require the giving of a product disclosure statement because of Section 1012D of the _Corporations Act 2001 (Cth)_ ;  or

  - (6) an offer made under a disclosure document or product disclosure statement within the meaning of those terms in the _Corporations Act 2001 (Cth)_ .

• 2.3 The Board may only offer to issue Securities pursuant to this Scheme:

• (a) if the Company has issued a Prospectus pursuant to which the Company offers to issue Securities pursuant to this Scheme; or

• (b) where Shares have been quoted on the ASX throughout the twelve (12) month period immediately before the Offer without suspension for more than a total of two (2) trading days during that period; or

• (c) if the Company is otherwise authorised or permitted to do so pursuant to Section 708 of the Corporations Act 2001 (Cth) or a Class Order and the offer and issue of those Securities is in accordance with the Corporations Act 2001 (Cth) or the relevant Class Order as the case may be.

3. Offer of Shares

• 3.1 The Board shall offer such number of Shares to such Eligible Employees as determined in accordance with clause 2 subject to the terms and conditions of this Scheme for the time being.

• 3.2 Such Offer shall be in writing and shall specify:

• (a) the name and address of the Eligible Employee to whom the Offer is made;

• (b) the number of Shares being offered;

• (c) the Current Market Price of the Shares;

• (d) the Issue Price of the Shares on offer;

• (e) the date of the Offer;

• (f) the date, being not more than forty-five (45) days after the date of the Offer by which the Offer must be accepted ( Acceptance Date ); and

• (g) any other terms and conditions attaching to the Offer including, without limitation, whether any restrictions contemplated in clause 14 of this Scheme shall be imposed on the Shares being offered.

• 3.3 The Offer shall be accompanied by an Acceptance Form, the terms and conditions of this Scheme and a summary of this Scheme.

• 3.4

• An Offer to an Eligible Employee is personal to that employee and is not assignable.

• 3.5 If the Company is listed on ASX, within 3 Business Days of a written request to the Company from a Participant to do so, the Board shall provide information as to the Current Market Price of Shares to the Participant.

Employee Share and Option Scheme

4. Offer of Options

• 4.1 The Board shall offer such number of Options to such Eligible Employees as determined in accordance with clause 2, subject to the terms and conditions of this Scheme for the time being.

• 4.2 Such Offer shall be in writing and specify:

• (a) the name and address of the Eligible Employee to whom the Offer is made;

• (b) the number of Options being offered;

• (c) the Option Period;

• (d) the Exercise Price;

• (e) any other terms and conditions attaching to the Offer including, without limitation, the requirements that the Shares being traded on ASX must trade at a price equal to or in excess of a price set by the Board;

• (f) the date of the Offer;

• (g) the date, being not more than 45 days after the date of the Offer by which the Offer must be accepted ( Acceptance Date ); and

• (h) any other terms and conditions attaching to the Offer including, without limitation, whether any restrictions contemplated in clause 16 of this Scheme shall be imposed on the Options being offered.

• 4.3 The Offer shall be accompanied by an Acceptance Form, the terms and conditions of this Scheme and a summary of this Scheme.

• 4.4

• An Offer to an Eligible Employee is personal to that employee and is not assignable.

• 4.5 If the Company is listed on ASX, within 3 Business Days of a written request to the Company from a Participant to do so, the Board shall provide information as to the Current Market Price of the Shares to the Participant.

5. Acceptance of Offer

• 5.1 An Eligible Employee may accept the offer by:

• (a) delivering to the Company the completed Acceptance Form by the Acceptance Date; and

• (b) paying the Issue Price applicable to the Offer in cleared funds.

• 5.2 An Offer which is not accepted by the Participant by the Acceptance Date shall lapse.

• 5.3 No brokerage, commission, stamp duty or other transaction costs will be payable by Eligible Employees in respect of any allotment of Securities under this Scheme.

• 5.4 All Securities allotted under this Scheme shall rank pari passu in all respects with the Securities of the same class for the time being on issue with the exception of:

Employee Share and Option Scheme

• (a) any rights attaching to other Securities by virtue of entitlements arising from a record date prior to the date of the allotment in respect of those Securities; and

• (b) the restrictions applying by virtue of clauses 14 and 16.

6. Lapse of Options

• 6.1 Any Option which has not been exercised by the expiry of the Option Period shall lapse.

• 6.2 Any Option which is exercised as to the whole of the Shares comprised in the Option shall lapse when it is last exercised.

7. Exercise of Options

• 7.1 A Participant may at any time during the Option Period (but not after an Option has lapsed and subject to clause 7.2) exercise all or any of the Options held by him or her by lodging with the Company:

• (a) a written notice of exercise of option specifying the number of Shares in respect of which Options are being exercised ( Option Exercise Notice ); and

• (b) payment to the Company by way of a cheque, electronic transfer or such other method of payment approved by the Board for the Exercise Price multiplied by the number of Shares in respect of which Options are being exercised on a Business Day within 30 days of delivery of the Option Exercise Notice.

• 7.2 Options must be exercised so as to result in the allotment of a marketable parcel within the meaning of the Listing Rules provided that where the number of Options held by a Participant has been adjusted from time to time in accordance with the terms and conditions of this Scheme, the Options shall be exercised by the Participant so as to result in as near as possible a marketable parcel of Shares being created.

• 7.3 Upon receipt of the Option Exercise Notice and the payment referred to in clause 7.1, the Board shall allot to the Participant the Shares to which the Participant is entitled subject to the provisions of the constitution of the Company.

• 7.4 Upon allotment of Shares pursuant to the exercise of Options, the Company shall use its best endeavours to have such Shares quoted and listed on the Official List of the ASX.

8. Bonus Issue

• 8.1 A Participant does not have any participating rights or entitlements in respect of a pro rata issue of Securities to the Company’s shareholders generally (otherwise than pursuant to any scheme) by way of a bonus issue which may include but is not limited to capitalisation of reserves or distributable profits ( Bonus Issue ), except as allowed pursuant to this clause and clause 9.

• 8.2 If, during the Option Period of any Option, the Company intends to undertake a Bonus Issue, the Company shall provide each Participant with at least 10 Business Days notice of the Bonus Issue before the record date nominated by the Company to determine entitlements to the issue ( Record Date ).

Employee Share and Option Scheme

• 8.3 A Participant will only have participating rights or entitlements in respect of a Bonus Issue in respect of the Options which the Participant has exercised prior to the Record Date and only to the extent that the Participant holds Shares in the Company prior to the Record Date.

9. Adjustment for Rights Issue

• 9.1 If, during the life of any Option:

• (a) shares are offered pro rata for subscription by the Company to its shareholders generally (otherwise than pursuant to any scheme) by way of a rights issue; and

• (b) the price at which each share is so offered is less than the Market Price in force on the day of public announcement of the rights issue,

then the subscription price applicable to each Share then comprised in the Option shall be reduced by the value of the theoretical rights entitlement per cum rights share and that theoretical rights entitlement per cum rights share shall be taken to have a value calculated by applying the formula:

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where

• O[1 ]

• = the new exercise price of the Option

• O = the old exercise price of the Option

• E = the number of underlying securities into which one Option is exercisable

• P

• = the average Market Price per security (weighted by reference to volume) of the underlying securities during the 5 trading days ending on the day before the ex right date or the ex entitlements date

• S

• = the subscription price for a security under the pro-rata issue

• D

• = the dividend due but not yet paid on existing underlying securities (except those to be issued under the pro-rata issue)

• N

• = the number of securities with rights or entitlements that must be held to receive a right to one new security

10. Rights of Participants

• 10.1 In addition to the rights set forth in clauses 8 and 9, the Board may, subject to and in accordance with any relevant Listing Rule, vary:

• (a) the number of Options to which a Participant is entitled under this Scheme;

• (b) the Exercise Price; or

• (c) both the number of Options and the Exercise Price,

to make such adjustments to the entitlements of Participants as the Board may regard as appropriate following any reduction or restructuring of the capital of the Company provided always that:

Employee Share and Option Scheme

• (d) in the event of the reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, the number of Options or the Exercise Price of the Options or both shall be reconstructed (as appropriate) in a manner which will not result in any benefits being conferred on Participants which are not conferred on holders of Shares; and

• (e) (subject to the provisions with respect to rounding of entitlements as sanctioned by the meeting of the holders of Shares approving the reconstruction of capital) in all other respects the terms for the exercise of Options shall remain unchanged.

• 10.2 A Participant is not entitled to receive a dividend or participate in a rights issue in respect of any Share for which an Option remains unexercised.

11. Eligibility and acknowledgement for Securities

• 11.1 The Board may in its absolute discretion determine that an employee who otherwise would be eligible to acquire Securities under this Scheme is nonetheless not eligible.

• 11.2 An employee shall not be eligible to acquire Securities under this Scheme at any time if he or she has been given notice of dismissal for misconduct from the employment by virtue of which he or she would, but for this clause 11.2, be eligible to acquire Securities (or has given notice of resignation from employment in order to avoid such dismissal).

• 11.3 The Board may, at such time as it determines, issue Securities under this Scheme to each Eligible Employee, subject to the Eligible Employee providing, or having provided to the Company, a valid Acknowledgement that the Eligible Employee agrees to be bound by the Terms of Allotment and by the constitution of the Company.

• 11.4 An Acknowledgment required under this clause 11 must be in the form from time to time approved by the Board and must state any restrictions or other conditions relating to the Shares as determined by the Board.

• 11.5 The Board may at any time in its absolute discretion determine that an existing Acknowledgment provided by an Eligible Employee under this clause 11 ceases to be of effect and that a new Acknowledgment must be provided by the Eligible Employee if that Eligible Employee wishes to participate in any future issue under this Scheme.

12. Statement of allotment, interest in Securities

• 12.1 As soon as reasonably practicable after the allotment of Securities, the Company shall cause a statement to be provided to each Eligible Employee setting out particulars of the Securities allotted to that Eligible Employee.

• 12.2 Each Participant has full legal and beneficial ownership of the Securities allotted to that Participant but any dealings with those Securities by the Participant are restricted as provided in this Scheme.

13. Certificates: non-certification

• 13.1 The Company is not required to issue Share certificates or Option certificates, and is entitled to retain custody of any Share certificates or Option certificates issued, in respect of Employee Shares or Employee Options as long as those Shares are Restricted Shares or those Options are Restricted Options.

Employee Share and Option Scheme

• 13.2 If any Employee Shares or Employee Options are uncertificated, the Company is authorised to implement any procedure it deems appropriate to restrict the Participant from dealing with the Shares or Options (as the case may be) for as long as those Shares are Restricted Shares or Options are Restricted Options.

14. Restriction on disposal of Shares

• 14.1 The Board, at its discretion may Offer and issue Restricted Shares under this Scheme upon the terms and conditions it sees fit, including without limitation, the length of and any exceptions to such restriction imposed. If the Board offers and issues Restricted Shares the following provisions shall apply:

• (a) shares allotted under this Scheme may not be dealt with (meaning for the purposes of this Scheme, disposed of, transferred, encumbered or otherwise dealt with on such terms and with such exceptions as the Directors see fit) by a Participant at any time whilst those Shares are Restricted;

• (b) the Company will not apply for listing of Restricted Shares on ASX; and

• (c) if the Participant deals with or attempts to deal with an Employee Share in breach of clause 14.1(a), to the extent permitted by law, the Board shall be entitled to refuse to register any transfer of a Restricted Share.

15. Unrestricted Shares

• 15.1 Upon an Employee Share becoming an Unrestricted Share, all restrictions on dealing with the Share provided or pursuant to this Scheme shall lapse.

• 15.2 As soon as practicable after a Share becomes an Unrestricted Share, the Company shall:

• (a) cause the removal of any restriction imposed on dealing with the Share under clause 14.1(a);

• (b) cause a statement of holding to be sent to the Participant to whom the Share is allotted; and

• (c) at the expense of the Company, forthwith apply to ASX for quoting of the Unrestricted Share on ASX.

16. Restriction on disposal of Options

• 16.1 The Board, at its discretion may offer and issue Restricted Options under this Scheme upon the terms and conditions it sees fit, including, without limitation, the length of and any exceptions to such restriction imposed. If the Board offers and issues Restricted Options the following provisions shall apply:

• (a) Options allotted under this Scheme may not be dealt with (meaning for the purposes of this Scheme disposed of, transferred, encumbered or otherwise dealt with on such terms and with such exceptions as the Directors see fit) by a Participant at any time until they become Unrestricted Options.

• (b) The Company will not apply for listing of Restricted Options on ASX.

Employee Share and Option Scheme

• (c) If the Participant deals with or attempts to deal with an Employee Option in breach of clause 16.1(a) to the extent permitted by law, the Board shall be entitled to refuse to register any transfer of a Restricted Option.

17. Unrestricted Options

• 17.1 Upon an Employee Option becoming an Unrestricted Option, all restrictions on dealing with the Option provided or pursuant to this Scheme shall lapse.

• 17.2 As soon as practical after an Option becomes an Unrestricted Option, the Company shall:

• (a) cause the removal of any restriction imposed on dealing with the Option under clause 16.1(a); and

• (b) cause a statement of holding to be sent to the Participant to whom the Option is allotted.

• 17.3 Following an Option becoming an Unrestricted Option the Board may, at the expense of the Company, apply for those Unrestricted Options to be quoted on ASX if the Board forms the view, acting reasonably, that the Unrestricted Options meet the quotation requirements set forth in the Listing Rules.

18. Exercise of Restricted Option

• 18.1 For the avoidance of doubt, in the event that a Participant exercises a Restricted Option in accordance with this Scheme, the resulting Shares allotted as a consequence of exercise of the relevant Option shall be deemed to be Restricted Shares pursuant to clause 14 ( Relevant Restricted Shares ).

• 18.2 The Relevant Restricted Shares shall remain Restricted Shares for the purpose of this Scheme until the expiration of the restriction period imposed on the exercised Restricted Option.

• 18.3 Upon the Relevant Restricted Shares becoming Unrestricted Shares in accordance with clause 18.2, the provisions of clause 15.1 and clause 15.2 shall apply.

19. Administration of Scheme

• 19.1 The Board administers this Scheme and may:

• (a) determine appropriate procedures for the administration of this Scheme consistent with the Terms of Allotment; and

• (b) delegate to any one or more persons for such period and on such conditions as it may determine, the exercise of any of its powers or discretions arising under this Scheme.

• 19.2 Except as otherwise expressly provided in this Scheme, the Board has absolute and unfettered discretion in the exercise of any of its powers or discretions pursuant to this Scheme and to act or refrain from acting under or in connection with this Scheme.

• 19.3 The Board may, in relation to any Employee Share or Employee Option, waive in whole or in part, on terms it considers appropriate, any of the Terms of Allotment.

Employee Share and Option Scheme

• 19.4 If there is any dispute or disagreement as to the interpretation of this Scheme or the Terms of Allotment of any Security, the decision of the Board is final and binding upon all persons.

20. Amendments to this Scheme

• 20.1 Subject to clause 20.2 and the Listing Rules, the Board may by resolution amend (meaning, for the purposes of this clause 20, amend, add to, revoke or replace) this Scheme (including this clause 20) or any of the Terms of Allotment of an Employee Share or an Employee Option.

• 20.2 The Board may not amend this Scheme if the amendment would materially reduce the rights of a Participant in respect of an Employee Share or an Employee Option allotted before the date of the amendment, unless the amendment is introduced primarily:

• (a) for the purpose of complying with any State or Commonwealth legislation that affects this Scheme;

• (b) to correct a manifest error;

• (c) to address possible adverse tax implications in respect of this Scheme arising from, amongst others:

  • (1) a ruling of any relevant taxation authority;

  • (2) a change to tax legislation (including an official announcement by any relevant taxation authority); or

  • (3) changes in the interpretation of tax legislation by a court or tribunal of competent jurisdiction; or

• (d) to enable the Company to comply with its constitution, the Corporations Act 2001 (Cth) , other legislation or the Listing Rules.

• 20.3 As soon as reasonably practicable after making any amendment under clause 20, the Board, by written notice, will inform each Participant affected.

21. Terms of employment not affected

• 21.1 The Terms of Allotment of this Scheme do not:

• (a) form part of any contract of employment or any arrangement in respect of any such employment, between a Participant and the Company; or

• (b) constitute a related condition or collateral arrangement to any such contract of employment or arrangement,

and participation in this Scheme does not in any way affect the rights and obligations of a Participant under the terms of his or her employment or arrangement.

• 21.2 The terms of a Participant’s employment or arrangement with the Company do not in any way affect the rights and obligations of a Participant under this Scheme.

• 21.3 A Participant has no right to compensation or damages from the Company in respect of any loss of future rights under this Scheme as a consequence of termination of the Participant’s employment or arrangement.

Employee Share and Option Scheme

22. Notices

• 22.1 A notice (meaning for the purposes of this clause 22, notice, application, permission or other communication) under this Scheme may be given in writing, addressed to the person to whom it is given, and is taken to be given and received if sent in accordance with clauses 22.2, 22.3 and 22.4.

• 22.2 For the purposes of clause 22.1, a notice is duly given and received by the Company if sent to the Company by pre-paid mail or by facsimile or other electronic communication, to an address at which it is actually received by:

• (a) the person who is, from time to time, designated by the Board as the person to whom the notice should be sent or by whom it should be received, and whose name or title and address are notified to the sender; or

• (b) if no other person is designated by the Board for this purpose, the secretary of the Company.

• 22.3 For the purposes of clause 22.1, a notice is duly given and received by a natural person (other than a person designated as the person to whom the notice should be sent in order to be received by the Company) if sent to:

• (a) the person’s last known mailing address or the person’s last known facsimile or other electronic communication address; or

• (b) in the case of an Eligible Employee or a Participant, to the last known mailing, facsimile or other electronic communication address of the place of business at which the person performs the whole or substantially the whole of his or her office or employment.

• 22.4 A notice given under clause 22.1 to a person being a natural person, is duly given even if the person is then deceased (and whether or not the Company has notice of his or her death), unless the legal personal representative of the person has established title to the satisfaction of the Company and supplied to the Company an address to which documents should be sent.

• 22.5 A notice sent in accordance with clause 22.1 is treated as given and received in the case of:

• (a) a notice sent to the Company, at the time it is actually received by the secretary or other person designated by the Board as the person to whom it should be sent or by whom it should be received;

• (b) any other notice sent by prepaid mail, forty eight (48) hours after it was put into the post properly stamped; and

• (c) any other notice sent by facsimile or other electronic communication, at the time of transmission.

23. Constitution, Listing Rules and governing law

• 23.1 This Scheme and its Terms of Allotment are subject to the Company’s constitution and the Listing Rules.

• 23.2 This Scheme is governed by the laws in force in Queensland and the Commonwealth of Australia.

Employee Share and Option Scheme

MetroCoal Limited ACN 117 763 443

24. Summary of terms and conditions of the Scheme

• 24.1 The Scheme is to extend to Eligible Employees of MetroCoal Limited ACN 117 763 443 (the Company ) or an associated body corporate of the Company as the Board may in its discretion determine.

• 24.2 The total number of Shares to be issued by the Company to Eligible Employees in respect of which either Shares or Options have been issued under the Scheme shall not at any time exceed five percent (5%) of the Company’s total issued ordinary Share capital in that class at that time when aggregated with:

• (a) the number of Shares in the same class which would be issued with each outstanding offer with respect to Shares or Options under any share option scheme of the Company accepted and exercised; and

• (b) the number of Shares in the same class issued during the previous five (5) years pursuant to:

  • (1) the Scheme to an Eligible Employee; or

  • (2) any employee share option scheme of the Company,

but excluding for the purposes of the calculation, any offer made, or Option acquired or Share issued by way of or as a result of:

  - (3) any offer to a person situated at the time of receipt of the offer referred to in paragraph  24.2(a) and 24.2(b) outside of this jurisdiction; or

  - (4) an offer that did not require disclosure to investors because of Section 708 of the _Corporations Act 2001 (Cth)_ ; or

  - (5) an offer that did not require the giving of a product disclosure statement because of Section 1012D of the _Corporations Act 2001 (Cth)_ ; or

  - (6) an offer made under a disclosure document or product disclosure statement within the meaning of those terms in the _Corporations Act 2001 (Cth)_ .

• 24.3 The Shares are to be issued at a price determined by the Board.

• 24.4 The Options are to be issued for no consideration.

• 24.5 The exercise price of an Option is to be determined by the Board at its sole discretion.

• 24.6 The Vesting Date will be any such date or dates with respect to the Options or tranches of Options (as the case may be) as may be determined by the Board from time to time.

• 24.7 The Option Commencement Date will be the date to be determined by the Board prior to the issuance of the relevant Options.

• 24.8 The Option Exercise Period commences on the Option Commencement Date and ends on the earlier of:

• (a) the expiration of such period nominated by the Board at its sole discretion at the time of the grant of the Option but being not less than 2 years; or

Employee Share and Option Scheme

• (b) the Business Day after the expiration of three months, or any longer period which the Board may determine, after the Eligible Employee ceases to be employed by the Company or an associated body corporate of the Company; or

• (c) the Eligible Employee ceasing to be employed by the Company or an associated body corporate of the Company due to fraud or dishonesty;

• 24.9 Eligibility to participate is determined by the Board. Eligibility is restricted to Eligible Employees of the Company or an associated body corporate of the Company. The Board is entitled to determine:

• (a) subject to paragraph 24.2, the total number of Options to be offered in any 1 year to Eligible Employees;

• (b) the Eligible Employees to whom offers will be made; and

• (c) the terms and conditions of any Options granted, subject to the Scheme.

• 24.10 Participants do not participate in dividends or in bonus issues unless the Options are exercised.

• 24.11 While the Option holders do not have any participating rights in new issues of securities in the Company during the term of any Options held, the Option holders shall be afforded a period of at least 10 Business Days before the record date to determine entitlements to the issue, to exercise the Options and it shall be a condition of the Options that any entitlements to bonus issues of securities are only available to Option holders in the event of a prior exercise of the Options.

• 24.12 In the event that a rights issue is made by the Company during the term of the Options at a discount to the independently ascertained value of the Shares, then the Company shall be obliged to adjust the exercise price for the Options in accordance with a specific formula.

• 24.13 The Board has the right to vary the entitlements of all participants to take account of the effective capital reconstructions, bonus issues or rights issues.

• 24.14 The Board may impose as a condition of any offer of Shares and Options under the Scheme any restrictions on the transfer or encumbrance of such Shares and Options as it determines.

• 24.15 The Board may vary the Scheme.

• 24.16 The Scheme is separate to and does not in any way form part of, vary or otherwise affect the rights and obligations of a participant under the terms of his or her employment or arrangement.

• 24.17 At any time from the date of an Offer until the Acceptance Date of that Offer, the Board undertakes that it shall provide information as to:

• (a) the Current Market Price of the Shares; and

• (b) the Exercise Price of the Shares where this is calculated as at the date of the Offer,

to any Participant by mail (or such other form of notification as agreed by the Company and the Participant) within 3 Business Days of a written request to the Company from that Participant to do so.