OZZ RESOURCES LIMITED — Governance Information 2021

Jun 30, 2021

EMPLOYEE INCENTIVE PLAN RULES

OZZ RESOURCES LIMITED ACN 643 844 544

TABLE OF CONTENTS

1	PURPOSE OF THE PLAN ......................................................................................................... 1
2	DEFINITION AND INTERPRETATION ........................................................................................ 1
3	COMMENCEMENT OF PLAN .................................................................................................. 4
4	ADMINISTRATION OF PLAN ................................................................................................... 4
5	INVITATION TO PARTICIPATE .................................................................................................. 5
6	ACCEPTANCE BY AN ELIGIBLE PERSON ................................................................................... 6
7	GENERAL TERMS OF ELIGIBLE SECURITIES .............................................................................. 7
8	PLAN SHARES ..................................................................................................................... 10
9	TAKEOVER AND CONTROL TRANSACTION ............................................................................ 10
10	POWER OF ATTORNEY ......................................................................................................... 10
11	TRUST ................................................................................................................................ 11
12	TERMINATION BENEFITS ..................................................................................................... 11
13	NO EFFECT ON RELATIONSHIP ............................................................................................. 11
14	COMPLIANCE ...................................................................................................................... 11
15	GENERAL ............................................................................................................................ 12

1 PURPOSE OF THE PLAN

The Plan:

• (a) provides an incentive for the Eligible Persons to participate in the future growth of the Company and, upon becoming Shareholders, to participate in the Company’s profits and development; and

• (b) ensure that securities issued under the Plan are issued in accordance with the Corporations Act and the Listing Rules.

2 DEFINITION AND INTERPRETATION

2.1 Definitions

In these terms, unless the context otherwise requires:

means the day determined by the Board as being the last day on which an Eligible Person may accept an Offer.

Acceptance means the day determined by the Board as being the last day on Closing Date which an Eligible Person may accept an Offer. Application means an application for Eligible Securities made by an Eligible Person in respect to an Offer.

Application Form means an application form attached to, or enclosed with an Offer.

Board

• means the board of directors of the Company from time to time.

Company means Ozz Resources Limited (ACN 643 844 544).

Constitution means the constitution of the Company.

Convertible Security

means an Incentive Option or Incentive Right.

Corporations Act means the Corporations Act 2001 (Cth).

Eligible Nominee means, in relation to an Eligible Person:

• (a) an immediate family member of the Eligible Person;

• (b) a company whose members comprise no persons other than the eligible participant or immediate family members of the Eligible Person; or

• (c) a corporate trustee of a self-managed superannuation (within the meaning of the Superannuation Industry (Supervision) Act 1993) , where the Eligible Person is a director of the trustee.

Eligible Person

means, to the extent permitted by ASIC Class Order [CO 14/1000]:

• (a) a full or part time employee of the Company;

• (b) a casual employee or contractor of the Company who work a pro-rata equivalent of 40% or more of a comparable full time position;

• (c) a director of the Company;

• (d) a prospective participant, being a person to whom an Offer is made but who can only accept the Offer if an arrangement has been entered into that will result in the person becoming an Eligible Person under (a), (b) or (c) above,

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who the Board declares to be eligible to receive Eligible Securities under these Rules.

• Eligible Securities means:

• (a) Incentive Shares;

• (b) Incentive Options; or

• (c) Incentive Rights.

Exercise Period means the period during which the Incentive Options may be exercised as specified in the relevant Offer.

• Exercise Price

Good Leaver

means the exercise price of an Incentive Option as specified in the relevant Offer.

• means a Participant who ceases to be an Eligible Person as a result of:

• (a) total or permanent disablement, or an illness which persists for at least 3 months, which in either case prevents the person from carrying out their previous functions as an Eligible Person;

• (b) genuine redundancy;

• (c) death; or

• (d) other factors determined by the Board in its discretion to constitute sufficient reason to treat the person as a Good Leaver.

• Incentive Option means an option granted under this Plan to acquire one Share as set out in the relevant Offer.

• Incentive Right means a performance right to subscribe a Share granted under this Plan as set out in the relevant Offer.

• Incentive Share means a Share issued under this Plan as set out in the relevant Offer.

• Listing Rules

means the listing rules of the Stock Exchange, as amended or replaced from time to time.

• Market Value means, at any given date, the volume weighted average price per Share traded on the Stock Exchange over the 5 trading days immediately preceding that given date, unless otherwise specified in the Offer.

Marketable has the meaning given to it in the Listing Rules. Parcel

• Misconduct

means where a Participant has:

• (a) acted fraudulently, dishonestly or negligently;

• (b) acted in contravention of a Company policy; or

• (c) wilfully breached his or her duties to the Company, including breaching a material term of an employment, executive services or consultancy agreement.

Offer

means an offer to an Eligible Person to apply for the Eligible Securities made in accordance with these Rules.

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Offer Document

in relation to an offer of Eligible Securities under these Rules, means a document which includes, or is accompanied by the following information, statements and explanations:

• (a) prominent statements to the effect that:

  • (i) any advice given by the Company in relation to the Eligible Securities offered under these Rules does not take into account an Eligible Person’s objectives, financial situation and needs; and

  • (ii) Eligible Persons should consider obtaining their own financial product advice from a person who is licensed by ASIC to give such advice;

• (b) either:

  • (i) a copy of these Rules; or

  • (ii) a summary of the terms of the Plan together with a statement that, on request and at no charge and within a reasonable time, the Company will provide an Eligible Person with a copy of these Rules;

• (c) general information about the risks of acquiring and holding an Eligible Securities being offered under these Rules;

• (d) the acquisition price of the Eligible Securities or an explanation of how an Eligible Person could calculate the acquisition price of the Eligible Securities were that formula applied at the date of the Offer; and

• (e) an explanation of how an Eligible Person could, from time to time, ascertain the market price of the Shares.

• Participant means an Eligible Person who participates in the Plan.

Plan means this employee incentive plan of the Company.

Plan Shares means all Shares issued or transferred to a Participant under these Rules, including upon the conversion of a Convertible Security.

Rules

means these Employee Incentive Plan Rules of the Company.

Security Interest means a mortgage, charge, pledge, lien, encumbrance or other third party interest of any nature.

Share

means a fully paid ordinary share in the Company.

Stock Exchange means, in respect of a Share, the stock exchange on which the Share is quoted.

Trading Policy means the policy issued by the Company relating to the trading of the Company’s securities and exercise of rights in the Company’s securities, as issued, amended or replaced from time to time.

Vesting Notice

means, in relation to a Convertible Security, the notice given by or on behalf of the Company to a Participant informing his or her that the Convertible Security may be exercised in accordance with these Rules.

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2.2 Interpretation Rules

In these terms unless a contrary intention appears:

• (a) a reference to the term is a reference to these terms as amended, varied, novated, supplemented or replaced from time to time;

• (b) a reference to any legislation or a provision of any legislation includes:

• (i) all regulations, orders or instruments issued under the legislation or provision; and

• (ii) any modification, consolidation, amendments, re-enactment, replacement or codification of such legislation or provision;

• (c) words or expressions:

• (i) importing the singular include the plural and vice versa;

• (ii) denoting individuals include corporations, firms, unincorporated bodies, authorities and individuals;

• (d) where a word or phrase is defined or given a meaning, any other part of speech or grammatical form has a corresponding meaning;

• (e) a reference to a clause number is a reference to a clause of these terms;

• (f) any reference to ‘include’ means to include without limitation; and

• (g) no provision or expression in these Rules is to be construed against a party on the basis that the party (or its advisers) was responsible for the drafting of these Rules.

3

COMMENCEMENT OF PLAN

Subject to the passing of any necessary resolution approving the establishment of the Plan and the issue of the Eligible Securities, the Plan will take effect from such date as the Board may determine.

4 ADMINISTRATION OF PLAN

4.1 Administration and delegation

• (a) This Plan is to be administered by the Board.

• (b) The Board may delegate some or all of its powers in administering this Plan to any one or more persons to perform any of the functions provided for in or contemplated by this Plan.

• (c) Subject to these Rules, the Board or any delegate appointed to administer this Plan shall have the power, in its sole discretion:

• (i) to select Eligible Persons to participate in the Plan;

• (ii) to determine the terms and conditions of any Offer, including:

  • (A) the number of Eligible Securities to be the subject of the Offer;

  • (B) the consideration for those Eligible Securities (if any);

  • (C) any trustee or nominee holding arrangements required to be entered in connection with those Eligible Securities;

  • (D) the vesting, disposal and forfeiture restrictions applying to those Eligible Securities; and

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• (E) the manner in which the Offer may be accepted;

• (iii) to amend any Offer related to any Eligible Securities;

• (iv) to determine appropriate procedures, regulations and guidelines for the administration of the Plan; and

• (v) to take advice in relation to the exercise of any of its powers or discretions under these Rules.

4.2 Calculations and adjustments

Any calculations or adjustments which are required to be made by the Board or any delegate, in connection with this Plan will, in the absence of manifest error, be final and conclusive and binding on all Participants.

4.3 Absolute discretion

• (a) Where these Rules provide for a determination, decision, declaration or approval of the Board or any delegate, such determination, decision, declaration or approval may be made or given by the Board in its absolute discretion.

• (b) The Board may from time to time terminate or suspend the operation of the Plan and may, at any time, cancel the Plan. The suspension or termination of the Plan will not prejudice the rights of Eligible Persons who were granted Options prior to such termination or suspension.

5

INVITATION TO PARTICIPATE

5.1 Board to determine

• (a) Subject to clause 5.3, the Board has the sole discretion to determine which Eligible Persons are to be offered Eligible Securities and when those Offers are to be made.

• (b) In exercising that discretion, the Board may, without limitation, have regard to the following:

• (i) the Eligible Person’s length of service with the Company;

• (ii) the contribution made by the Eligible Person to the Company;

• (iii) the potential contribution of the Eligible Person to the Company; or

• (iv) any other matter the Board considers relevant.

5.2 Invitation requirements

• (a) An Offer under this Plan must be made in or is accompanied by an Offer Document and specify:

• (i) the identity of the Eligible Person to whom the Offer is made;

• (ii) the type of Eligible Securities being offered;

• (iii) the number of Eligible Securities being offered;

• (iv) the date of the Acceptance Closing Date;

• (v) the amount payable (if any) for the issue or grant (as applicable) of each Eligible Security or how such amount is calculated;

• (vi) the Exercise Price and Exercise Period for the Incentive Options;

• (vii) any vesting conditions or other vesting events;

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• (viii) any disposal restrictions;

• (ix) the manner in which the Offer may be accepted; and

• (x) any other terms and conditions to which those Eligible Securities will be subject to which must exist before any or all of the Eligible Securities are issued.

• (b) An Offer and any accompanying documents may be given by electronic means.

5.3 5% limit

An Offer of Eligible Product must not be made if the Company has reasonable grounds to believe that the number of Shares that have been or may be issued in any of the following circumstances will exceed 5% of the total number of Shares on issue:

• (a) Shares that may be issued under the Offer; and

• (b) Shares that may be issued as a result of offers made at any time during the past 3 years under an employee incentive scheme where the offers were covered by ASIC Class Order [CO 14/1000] or an individual ASIC instrument in similar terms.

6

ACCEPTANCE BY AN ELIGIBLE PERSON

6.1

Acceptance form

In order to accept Eligible Securities to which he or she is entitled, an Eligible Person must:

• (a) comply with the manner of acceptance specified in the Offer in relation to those Eligible Securities; and

• (b) ensure that such acceptance is received at the Company’s registered office or such other address as the Company may specify by no later than 5pm (WST) on the Acceptance Closing Day.

6.2 Eligible Person agrees to be bound

Each Eligible Person, is by submitting a completed Application Form, deemed to have agreed to be bound by:

• (a) the terms of the Offer and the Application Form;

• (b) these Rules; and

• (c) the Constitution.

6.3

When an Application will not be accepted

Unless otherwise determined by the Board, an Application will not be accepted if at the time the Company received the duly signed and completed Application Form:

• (a) the Applicant is not an Eligible Person; or

• (b) the Board has determined that the Applicant is no longer eligible to participate in the Plan.

6.4 Nil consideration

An Offer of Convertible Securities will be for no more than nominal consideration.

6.5

Right to nominate

• (a) Unless otherwise expressly permitted in the Offer, an Eligible Person may only submit an Application in the Eligible Person’s name and not on behalf of any other

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person.

• (b) If an Eligible Person is permitted in the Offer, the Eligible Person may, by notice in writing to the Board, nominate an Eligible Nominee in whose favour the Eligible Person wishes to renounce the Offer.

• (c) The Board may in its discretion resolve not to allow a renunciation of an Offer in favour of the nominated party without giving any reason for that decision.

• (d) If the Board resolves to allow a renunciation of an Offer in favour of a nominated party:

• (i) the Board may impose any such conditions that it thinks fit in respect of that renunciation; and

• (ii) the Eligible Person must procure that the permitted nominated party accepts the Offer made to the Eligible Person and that both the Eligible Person and the nominated party agree to be bound by these Rules and execute any documents required by the Company in order to receive the Eligible Securities offered and give effect to these Rules.

• (e) If Eligible Securities are granted to an accepted nominated party, then to the extent necessary to give effect to the intent of these Rules, the Eligible Person will continue to be treated as the Participant.

7 GENERAL TERMS OF ELIGIBLE SECURITIES

7.1 Issue or Grant of Eligible Securities

• (a) Upon the receipt of an acceptance complying with the requirements of clause 6, but subject to any conditions or circumstances referred to in the Offer, the Company must:

• (i) issue or grant (as the case may be) to an Eligible Person, at no cost, the number of Eligible Securities accepted by the Eligible Person (provided that such number must not exceed the number of Eligible Securities offered to the Eligible Person in the Offer to which acceptance relates); and

• (ii) issue a certificate or holding statement for those Eligible Securities.

• (b) A certificate or holding statement issued in respect of Convertible Securities must specify the Exercise Price and Exercise Period of those Convertible Securities.

7.2 Approvals

The Company’s obligation to issue or grant (as the case may be) Eligible Securities is conditional upon:

• (a) compliance with all applicable legislation and the Listing Rules; and

• (b) all necessary approvals required under any applicable legislation and the Listing Rules being obtained prior to the issue or grant.

7.3 Dealings

• (a) Subject to clause 7.3(b), a Participant must not assign, transfer or otherwise deal with an Eligible Security without the Company’s prior written consent.

• (b) An Eligible Security may be transferred to the legal personal representative of an Eligible Person who has died or whose estate is liable to be dealt with under laws

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relating to mental health. Upon the occurrence of such a transfer, the Company must register the legal personal representative as the holder of the relevant Eligible Security and issue a certificate or holding statement to that person.

• (c) Upon the occurrence of any transfer in accordance with this clause 7.3, the Company must register the transferee as the holder of the relevant Eligible Securities.

7.4 Vesting of Convertible Securities

A Convertible Security only vest on the occurrence or satisfactions of the condition or other vesting events specified in respect of that Convertible Security, unless the Board, by written notice to the relevant Participant and on terms and conditions as determined by the Board and set out in that notice, waives the relevant vesting condition or other vesting events.

7.5

Exercise of Incentive Options

An Eligible Person may exercise an Incentive Option which has become exercisable by sending to the Company at its principal place of business or such other address as the Company may specify, at any time during the Exercise Period:

• (a) an exercise notice (or any additional copy of that notice subsequently requested and received from the Company by the Eligible Person) specifying the number of Incentive Options which the Eligible Person wishes to exercise; and

• (b) subject to clause 7.6, pay an amount which represents the aggregate of the Exercise Price for each of the Incentive Options to be exercised to or as directed by the Company,

at any time prior to the earlier of:

• (c) any date specified in the Vesting Notice; and

• (d) the end of the Expiry Period.

7.6

Cashless exercise

At the time of exercise of the Incentive Options, subject to Board approval at that time, the Participant may elect not to be required to provide payment of the Exercise Price for the number of Incentive Options specified in a Notice of Exercise but that on exercise of those Incentive Options the Company will transfer or issue to the Participant that number of Shares equal in value to the difference between the then Market Value of the Shares at the time of exercise and the Exercise Price that would otherwise be payable to exercise those Incentive Options. Any fraction will be rounded down to the nearest whole number.

7.7

Marketable parcel

Where an Eligible Person elects to exercise less than all of his or her Incentive Options, the number exercised must not be less than the number of Options the exercise of which would result in the issue of Marketable Parcel of Shares.

7.8

Lapse of Convertible Securities

Unless otherwise determined by the Board and specified in an Offer, Convertible Securities held by a Participant will lapse and not become exercisable upon the earlier to occur of the following:

• (a) the end of the Exercise Period (if applicable);

• (b) the Participant ceases to be an Eligible Person in circumstances where the person was not a Good Leaver;

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• (c) the Board determines (acting reasonably and in good faith) that any applicable vesting conditions or vesting events have not been met or cannot be met by the relevant date;

• (d) the Board determines (acting reasonably and in good faith) that the Participant has engaged in Misconduct and in its discretion deem all Convertible Securities held by that Participate to be forfeited; or

• (e) the Participant by written notice to the Company voluntarily forfeit their Convertible Securities for no consideration.

7.9

Adjustment to Convertible Securities

• (a) If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of the issued capital of the Company), the rights of each Participant holding Convertible Securities will be changed to the extent necessary to comply with the Listing Rules.

• (b) A Participant cannot, in respect of any Convertible Securities held under this Plan, participate in a new issue (other than a bonus issue) of Shares without first converting those Convertible Securities.

• (c) If a bonus issue is made to the holders of Shares in the Company (other than pursuant to any dividend reinvestment plan or bonus share plan applying from time to time), the number of Shares over which a Convertible Security is able to convert to will be increased by the number of Shares which the Eligible Person would have received under the bonus issue if the Participant had converted the Convertible Security before the record date for that bonus issue.

• (d) Until a Convertible Security is exercised, all calculations adjusting the number of Shares will be carried out to include all fractions, but when a Convertible Security is exercised and is settled in Shares the number of Shares to be issued or transferred to the Participant is rounded down to the nearest whole number.

• (e) The Company must give notice to Participants of any adjustment to the number of Shares which the Participant is entitled to receive on conversion of a Convertible Security in accordance with the Listing Rules.

7.10 Cancellation of Convertible Securities

If a Participant and the Company agree in writing that some or all of the Convertible Securities granted to that Participant are to be cancelled on a specified date or on the occurrence of a particular event, then those Securities may be cancelled in the manner agreed between the Company and the Participant.

7.11 Convertible Securities not quoted

Unless determined otherwise by the Board in its absolute discretion, a Convertible Security will not be quoted on the Stock Exchange or any other recognised exchange.

7.12

No hedging

A Participant must not enter into any arrangements, including by way of derivatives or similar financial products, which limit the economic risk of holding Convertible Securities.

7.13 Issue of Shares on exercise or vesting of Convertible Securities

As soon as reasonably practicable after the conversion of a Convertible Security by an Eligible Person, the Company will:

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• (a) issue the Shares to which the Participant is entitled pursuant to the Convertible Securities;

• (b) enter the name of the Participant in the Company’s share register as the holders of those Shares;

• (c) issue, or cause to be issued, to the Participant a holding statement in respect of the Shares; and

• (d) issue or substitute certificate for any remaining Convertible Securities.

8

PLAN SHARES

8.1 Ranking

Subject to clause 8.3, all Plan Shares will rank equally with, and have the same rights and entitlements as, the other Shares on issue ( Other Shares ) other than any right or entitlement applicable to the Other Shares which has accrued prior to the date of issue of the Plan Shares.

8.2 Quotation

The Company will, as soon as possible after issuing any Plan Shares, apply to the Stock Exchange for quotation of those Plan Shares unless those Shares are restricted securities, in which case the Company must apply for quotation of those Shares as soon as practicable after those Shares ceases to be restricted securities.

8.3 Disposal restriction

• (a) If any Plan Shares offered are subject to a period during which they must not be sold or disposed of, a Participant must not sell, transfer, grant a security interest or otherwise dispose of any of these Plan Shares during the restriction period.

• (b) The Company may implement any procedures it deems appropriate to ensure the compliance by a Participate with this restriction, including applying a holding lock in respect of the Plan Shares.

• (c) The Board may at any time in its discretion waive or shorten the restriction period applicable to the Plan Shares (subject to the Listing Rules).

9 TAKEOVER AND CONTROL TRANSACTION

• (a) If a takeover bid is made to acquire all of the issued Shares of the Company, or a scheme of arrangement, selective capital reduction or other transaction is initiated which has an effect similar to a full takeover bid for Shares in the Company, then Participants are entitled to accept the takeover bid or participate in the other transaction in respect of all or part of their Eligible Securities notwithstanding that any restriction period in respect of the Plan Shares has not expired.

• (b) The Board may, in its discretion, waive unsatisfied vesting conditions or vesting events in relation to some or all of the Eligible Securities in the event of such a takeover or other transaction.

10

POWER OF ATTORNEY

In consideration of the issue of Eligible Securities, each Participant irrevocably appoints each director and the secretary for the time being of the Company severally as his or her attorney, to do all acts and things and to complete and execute any documents, including share transfers.

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11 TRUST

The Board may, in its discretion, make an offer of Incentive Shares under these Rules in relation to which a trustee holds or will hold the Incentive Shares. The Board must ensure such arrangement comply with requirements in ASIC Class Order [CO 14/1000].

12 TERMINATION BENEFITS

• (a) This clause 12 applies to all termination payments to which Part 2D.2 Division 2 of the Corporations Act applies ( Benefits ).

• (b) No person will be entitled to any Benefit to the extent that the giving of the Benefit would give rise to a breach of Part 2D.2 of the Corporations Act, any other provision of the Corporations Act, or any other applicable laws which limits or restricts the giving of such benefits ( Relevant Legislation ).

• (c) Notwithstanding any other provisions of these Rules, if any Relevant Legislation limits the amount of Benefit, or the amount of the Benefit that may be given without obtaining shareholder approval, the Benefit is capped at that amount and no further benefit is required to be provided to the relevant person. The Company may reduce any Benefit in such manner as it determines appropriate to ensure compliance with the Relevant Legislation and so that shareholder approval does not need to be obtained. The Company is not required to seek or obtain shareholder approval for the purpose of overcoming any limitation or restriction imposed by any Relevant Legislation.

13 NO EFFECT ON RELATIONSHIP

• (a) This plan does not form part of any contract of employment, consultancy or directorship between the Company and an Eligible Person.

• (b) Nothing in this Plan:

• (i) gives an Eligible Person any right to continue as an employee, contractor or director of a Company group member;

• (ii) impacts the rights which the Company has to terminate the employment, constancy or office of an Eligible Person; or

• (iii) can or may be used to increase any compensation or damages in any action brought against the Company in connection with the termination of employment or consultancy or removal from office of an Eligible Person.

14 COMPLIANCE

14.1 Compliance with ASIC Instruments and Listing Rules

• (a) Notwithstanding any other provisions of the Plan, every covenant or other provision set out in an exemption or modification granted from time to time by ASIC in respect of employee share plans pursuant to its power to exempt or modify the Corporations Act and required to be included in the Plan in order for that exemption or modification to have full effect, is deemed to be contained in the Plan.

• (b) If there is an inconsistency between the Listing Rules and these terms, these terms will be deemed to be altered to the extent necessary to comply with the Listing

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Rules.

• (c) To the extent that any covenant or other provision is deemed by this Rule 14.1 to be contained in the Plan is inconsistent with any other provision in the Plan, the deemed covenant or other provision shall prevail.

14.2 Compliance with Constitution and Trading Policy

Notwithstanding any provisions of these terms or an Offer, an Eligible Person’s rights in relation to Options and Shares, including the exercise of those rights, will at all times be subject to the Constitution and the Trading Policy.

15 GENERAL

15.1 Notices

• (a) The Company will send any notices or other communication regarding the Eligible Securities to the registered address of the holder of the Eligible Securities as recorded in the register of the Eligible Securities maintained by the Company.

• (b) Any notice or other communication to be given by the Company under this Plan may be given by email, and any reference to the Company giving or providing information or documents in writing includes doing so by email.

• (c) A notice or other communication is deemed to have been delivered:

• (i) If delivered by hand, at the time of delivery;

• (ii) If sent by electronic mail, on receipt of a successful return receipt or such other confirmation by which the sender can reasonably verify delivery; or

• (iii) If posted, 2 days after mailing if within Australia and 7 days after mailing if outside Australia.

15.2 Right to Accounts

The Company is not obliged to give a Participant holding Convertible Securities copies of any notices, circulars and other documents sent by the Company to its shareholders until that Participant becomes a shareholder upon the Convertible Securities are converted into Shares.

15.3

Duties and Taxes

• (a) The Company is not responsible for any duties or taxes which may become payable in connection with the issue or grant (as applicable) of Eligible Securities or Plan Shares upon conversion of Convertible Securities or any other dealing with the Eligible Securities.

• (b) Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies to the Plan except to the extent an offer provides otherwise (subject to the requirements of the Income Tax Assessment Act 1997 (Cth)).

15.4

No Representation

The Company makes no representation or warranty as to the value of the Eligible Securities or the Shares or with respect to any tax matters affecting any Eligible Person or Participant in connection with the Plan.

15.5 Severance

If any provision in these Rules is void, voidable by any party or illegal, it shall be read down

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so as to be valid and enforceable or, if it cannot be so read down, the provision shall be severed from these Rules without affecting the validity, legality or enforceability of the remaining provisions (or parts of those provisions) of these Rules which shall continue in full force and effect.

15.6 Governing Law

These terms are governed by the law of Western Australia and each Participant submits to the non-exclusive jurisdiction of the Courts of Western Australia.

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