GREAT PACIFIC CAPITAL LIMITED

DIRECTORS, EXECUTIVES AND STAFF SHARE OPTION PLAN

$1.$ INTERPRETATION

$1.1$ Definitions

In these Terms, unless the context otherwise requires:

"Acceptance Form" means a form for the acceptance of Offers made to Directors, Eligible Executives and Staff in such form as the Board may approve from time to time.

"ASX" means Australian Stock Exchange Limited (ACN 008 624 691).

"Board" means the whole or any number of the directors of the Company for the time being assembled at a meeting of directors and includes a committee of the Board and a delegate of the Board.

"Bonus Shares" means Ordinary Shares or other securities which a holder of Ordinary Shares is entitled to be allotted in any bonus issued by the Company by way of capitalisation of profits, reserves or share premium account (other than an issued in lieu of dividends or by way of dividend reinvestment).

"Business Day" has the meaning given to that expression in the Listing Rules.

"Certificate" means a certificate in respect of Options issued under the Scheme in such form as the Board may, having regard to any relevant Listing Rule, approve from time to time.

"Company" means Great Pacific Capital Limited (ACN 096 781 716).

"Director" means a Director of the Company.

"Eligible Executive" means any person who is defined under Section 9 of the Law as an Executive Officer of the Company or of a Subsidiary and who the Board determines to be an Eligible Executive for the purpose of participating in the Scheme in accordance with clause 3.

"Executive Officer" means a person, by whatever name called and whether or not a director of the Company or a Subsidiary of the Company, who is an executive officer as defined by Section 9 of the Law and who is concerned, or takes part in, the management of the Company or a Subsidiary of the Company, including without limitation any non-executive director of the Company.

"Exercise Price" means the price stated by the Company in any Offer made for Options pursuant to clause 4 of this scheme being price at which such Options can be exercised (subject to possible adjustment in accordance with clause 9.

"Issue Price" means the consideration (if any) payable for the issue of an Ordinary Share.

"Last Acceptance Date" has the meaning given in clause 4.2.

"Law" means The Corporations Law.

"Listing Rules" means the Official Listing Rules of ASX in force from time to time.

"Market Price" means on any day ("relevant day") the weighted average selling price of Ordinary Shares sold on ASX during the 5 trading days immediately prior to the relevant day (or, if no Ordinary Shares were sold on ASX in that period, the weighted average selling price of the Ordinary Shares sold on ASX on the last day on which Ordinary Shares were sold on ASX prior to the relevant day).

"Nominee" means the case of an Offeree:

a person who is the spouse, or is a parent, brother, sister or child ("close relative") of such an $(a)$ Offeree:
a body corporate in which such an Offeree or a close relative of such an Offeree has, or any tow $(b)$ or more of such an Offeree and the close relatives of that Offeree together have, a controlling interest (including any interest that gives control).

"Offer" means an offer made pursuant to this Scheme for ordinary shares and or options in accordance with clause 4 of this Scheme:

"Offerees" means Directors and/or Eligible Executives and/or Staff at any one time to whom Ordinary Shares and/or Options are being offered.

"Offering Date" means a date on which an Offer of Ordinary Shares or Options is made to an Offeree.

"Option" means an option to subscribe for one Ordinary Share (or such other number as is determined in accordance with the Terms) issued under the Scheme subject to compliance with the Terms.

"Option Exercise Period" in respect of an Option means a period within the Option Period during which the Option may be exercised, as specified by the Company in the Offer of the Option.

"Option Period" means, in respect of an Option, the period commencing on the date on which the Option is issued and expiring at 5.00pm on the business Day immediately preceding the fifth anniversary of that date.

"Ordinary Share" means an ordinary fully paid share in the capital of the Company.

"Participant" means the holder of an Option as specified in the Certificate.

"Permitted Nominee" means, in respect of an Eligible Executive, a Nominee of such Eligible Executive who is approved by the Board in its absolute discretion.

"Post-Employment Period" means the period of 12 months commencing on the day on which the Eligible Executive to whom the Options were offered ceases to be an employee of the Company or a Subsidiary of the Company for any reason including death or retirement.

"Scheme" means the Company's Directors, Executives & Staff Share Option Plan governed by the Terms.

"Staff" means staff employed by the Company from time to time.

"Subsidiary" has the meaning given to that expression in the Law.

"Takeover Offer" means an offer to acquire Ordinary Shares made under Part 6.3 or 6.4 of the Law.

"Terms" means the terms and conditions of the operation of the Scheme in force from time to time.

Words and phrases defined in the Listing Rules have the same meaning in these Terms.

Construction $1.2$

Unless expressed to the contrary:

words importing: $(a)$
- $(i)$ the singular include the plural and vice versa; and
- $(ii)$ a gender includes the other genders;
$(b)$ if a word or phrase is defined cognate words and phrases have corresponding definitions;
$(c)$ a reference to:
- a person includes a firm, unincorporated association, corporation and government or $(i)$ statutory body or authority;
- a person includes its legal personal representatives, successors and assigns; $(ii)$
- a statute, ordinance, code or other law includes regulations and other statutory $(iii)$ instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
- a right includes a benefit, remedy, discretion, authority or power; and $(iv)$
- time is Sydney time. $(v)$

ISSUE LIMITATION $2.$

The total number of Options issued under the Scheme and excluding or terminated Options lapsed shall not at any time exceed that number which is 5% of the total number of issued Ordinary Shares.

$31$ ELIGIBILITY

The Board may in its absolute discretion determine who are the Offerees, the number of Options to be offered to them and the Offering Dates.

$\overline{4}$ . OFFER

$4.1$ Making of Offers

The Company shall offer such number of Options to such Offerees as determined in accordance with clause 3 subject to the Terms.

$4.2$ Form and Consent

Each Offer shall be in writing and shall specify:

$(a)$ the name and address of the Offeree to whom the Offer is made;
$(b)$ the number of Options being offered;
$(c)$ the Option Exercise Periods applicable to the Options;
$(d)$ the Exercise Price, if applicable;
the date of the Offer; $(e)$
$(f)$ the Issue Price (if applicable);
the date, being not more than three years after the date of the Offer, by which the Offer must be $(g)$ accepted ("Last Acceptance Date"); and
$(h)$ any other terms and conditions applicable to the Offer.

$4.3$ Accompanying Documents

The Offer shall be accompanied by an Acceptance form and a copy of these Terms.

4.4 Permitted Nominees

An Offer to an Offeree is capable of acceptance by that Offeree or his/her Permitted Nominee only. If however, an Offeree wishes an Offer made to him or her to be made instead to a Permitted Nominee. he or she must make a request in writing to the Board at least 7 Business Days prior to the Last Acceptance Date, together with such details as to the identity of the Nominee as the Board may, either before or after the date of lodgement of that request, specify. The Board shall as soon as practicable after the receipt of such a request notify the Offeree whether or not the specific Nominee is a Permitted Nominee. If the specified Nominee is a Permitted Nominee, the Offer is capable of acceptance by the Permitted Nominee.

$4.5$ Executive Directors

If the Company is admitted to the official list of ASX, an Offer of Options to a Director of the Company or his or her Nominee must be subject to the approval of the Company's members, in accordance with the Listing Rules.

5. ISSUE PRICE

Until the Board otherwise determines, the Issue Price shall be 20 cents each.

ACCEPTANCE OF OFFER 6.

Whole or Part Acceptance 6.1

An Offer made to an Offeree may be accepted in whole or in part, but if in part, for a number of Options which is a multiple of $[100]$ and which will enable the Offeree or his or her Permitted Nominee to acquire at least a marketable parcel of Ordinary Shares (when added to any Ordinary Shares or Options then held by the Offeree or Permitted Nominee).

6.2 Method of Acceptance

An Offeree or Permitted Nominee may accept the Offer to take up Options by delivering to the Company the appropriate duly completed Acceptance Form and, if applicable, a cheque for the Issue Price in respect of the Options so taken up.

6.3 Lapsing of Offer

The Offer of any Options not accepted by the Offeree or Permitted Nominee shall lapse at 5.00pm on the Last Acceptance Date.

Issue of Certificates 6.4

Upon acceptance of an Offer the Company shall issue to the person or persons accepting such Offer a Certificate for the Options in respect of which the Offer has been accepted within 10 Business Days of the date of issue of such Options (or such other period as may be specified in the Listing Rules).

7. LAPSE OF OPTIONS

An unexercised Option shall immediately lapse on the earlier of:

the expiry of the Option Exercise Period applicable to that Option; and $(a)$
$(b)$ the death of the Offeree;
unless the Board resolves otherwise, the termination of employment (for whatever reason) of the $(c)$ Offeree by the Company;
$(d)$ the liquidation of the Company.

8. EXERCISE OF OPTIONS

When and How Options Exercised 8.1

A Participant may exercise all or any of the Options held by him or her (except options which have lapsed) on any Business Day during:

an Option Exercise Period applicable to the Options; and $(a)$
$(b)$ the period specified in a notice under clause 8.4,

by lodging with the Company:

a written notice of exercise of Options specifying the number of Ordinary Shares in respect of $(i)$ which Options are being exercised;
a cheque for the Exercise Price multiplied by the number of Ordinary Shares in respect of which $(ii)$ Options are being exercised; and
the Certificate for the Options being exercised, $(iii)$

Provided that Options may not be exercised in the Post-Employment Period unless the Board, in its absolute discretion, gives its express written consent.

Partial Exercise 8.2

If a Participant elects to exercise his or her Options in part only such election must be in respect of a number of Ordinary Shares which is a multiple of [100] and which will give the Participant at least a marketable parcel of Ordinary Shares (when added to any Ordinary Shares then held by the Participant) unless the Board otherwise determines.

8.3 Allotment of Shares

Subject to clause 8.3(b), upon receipt of the notice, the cheque and the Certificate referred to in $(a)$ clause 8.1 the Board shall:
- within 20 Business Days of the date of receipt of same (or such other period as may be $(i)$ specified in the Listing Rules) allot to the Participant the Ordinary Shares to which the Participant is entitle subject to the provisions of the Constitution of the Company.
- $(ii)$ cancel the Certificate relating to the Options so exercised; and
- $(iii)$ if applicable, issue to the Participant a new Certificate in relation to any Options which have not been exercised or lapsed.
$(b)$ If:
- the Company has declared a dividend in relation to its Ordinary Shares during the $(i)$ relevant Option Exercise Period; or -
- the Company declared a dividend in relation to its Ordinary Shares before the $(ii)$ commencement of the relevant Option Exercise Period and the record date relating to that dividend occurs during or after the relevant Option Exercise Period,

the Company shall not be required to allot any Ordinary Shares to the Participant until the fifth Business Day after the record date relating to that dividend.

Takeover Offer 8.4

If during the currency of any Options and prior to their exercise a Takeover Offer is made to acquire the whole or any part of the issued Ordinary Shares the Board may, in its absolute discretion, allow the holders of Options to exercise those Options, by giving written notice of the Takeover Offer to the holder of Options, informing them that they may, within a period specified in the notice, exercise all or any of their outstanding Options, even though some or all such Options might otherwise not then be exercisable.

Ranking 8.5

Ordinary Shares to be allotted upon the exercise of Options will upon allotment rank in all respects pari passu with the then existing Ordinary Shares.

8.6 Quotation

Upon allotment of Ordinary Shares pursuant to the exercise of Options the Company shall use its best endeavours to have such Ordinary Share quoted for trading on ASX within 10 Business Days if the then existing Ordinary Share are so quoted.

9. ANTI DILUTION PROVISIONS

9.1 Participation in New Issues

Subject to the provisions of clauses 9.2 and 9.3, a Participant may participate in new issues of securities of the Company to holders of Ordinary Shares if the relevant Option is exercised before the relevant date set for determining entitlements to the issue. The Company must give no less than 9 Business Days notice of any new issue to the Participant before the relevant date for determining entitlements to the issue in accordance with the Listing Rules, so as to permit the Participant to exercise any Option which, on its terms, may be exercised before that date.

Bonus Issues $9.2$

If the Company from time to time issues any bonus Shares pro rata to holder of Ordinary Shares and an Option has not been exercised before the date set for determining entitlements to that bonus issue, that Option, if and when exercised, entitles the Participant to receive the Bonus Shares in respect of the Ordinary Shares resulting from exercise of the Options as if the Option had been exercised and the Ordinary Shares allotted before the record date applicable to the first bonus issue.

9.3 Other Pro Rata Issues

If the Company makes a pro rata issue of securities to the holders of Ordinary Shares and an Option has not been exercised before the record date for determining entitlements to the issue, the Exercise Price shall be reduced according to the following formula (but not below the higher of the nominal value of the Ordinary Share the subject of the Option).

$$ O' = O - \qquad E[P - (S + D)] $$

$N+1$

Where:

$O'$ = the new Exercise Price.
the old Exercise Price. $Q =$
the number of Ordinary Shares into which one Option is exercisable. $E =$
the average market price per share (weighted by reference to volume) of Ordinary Shares during $P =$ the five trading days ending on the day before the ex rights date or ex entitlements date.
the subscription price for a security under the pro rata issue. $S =$
the dividend due but not yet paid on the existing Ordinary Shares (except those to get issued $D =$ under the pro rate issue).
the number of securities with rights or entitlements that must be held to receive a right to one $N =$ new security.

Capital Reconstructions 9.4

If the issued ordinary capital of the Company is consolidated, the number of Options must be $(a)$ consolidated in the same ratio as the ordinary capital and the Exercise Price must be amended in inverse proportion to that ratio.
If the issued ordinary capital of the Company is sub-divided, the number of Options must be $(b)$ sub-divided in the same ratio as the ordinary capital and the Exercise price must be amended in inverse proportion to that ratio.
If there is a reduction in the market value of Ordinary Shares by return of capital, the number of $(c)$ Options must remain the same, and the Exercise Price of each Option must be reduced by the same amount as the reduction of the market value of each Ordinary Share.
If there is a reduction in the market value of Ordinary Shares by a cancellation of capital that is $(d)$ lost or not represented available assets where no securities are cancelled, the number of Options and the Exercise Price of each Option shall remain unchanged.
If there is a pro rata cancellation of the issued ordinary capital of the Company, the number of $(e)$ Options must be reduced in the same ratio as the ordinary capital and the Exercise Price of each Option must be amended in inverse proportion to that ratio.
In the case of any other reconstruction or alteration of the issued ordinary capital of the $(f)$ Company, the number of Options or the Exercise Price, or both, must be reorganised so that the holder of the Option will not receive a benefit that holders of Ordinary Shares do not receive (but this does not prevent a rounding up of the number of Ordinary Shares to be received on exercise of the Options if the rounding is approved at the shareholders' meeting which approves the reconstruction or alteration).

9.5 Issue of Securities in Other Corporations

If any Offer is made to the holders of Ordinary Shares, either pro rata to their existing holdings of Ordinary Share or on a preferential or any other basis, for the subscription or purchase of shares or securities of any corporation other than the Company by way of cash subscriptions, the Company must use its best endeavours to procure that there is made to each Participant an Offer on terms which corresponds with the Offer the Participant would have received had each Option been exercised and Ordinary Shares allotted.

9.6 Other Adjustments

If any reconstruction or alteration to the share capital or other securities of the Company, or the rights attaching to them, occurs so that for any reason, in the opinion of the Company of the Participant, the application of the earlier provisions of this clause 9 does not provide for adjustments which are fair and equitable, the Company or the Participant may request that the Company and the Participant negotiate in good faith with a view to determining any appropriate adjustments.

9.7 Notification to Participant and ASX

The Company must notify the Participant and (if the Company is listed by ASX) the ASX of a change to the Exercise Price or the number of Ordinary Shares over which each Option is exercisable, at least 5 Business Days before the change becomes effective.

10. DURATION OF THE SCHEME

The Scheme will continue in operation for such period as the Board in its discretion determines. Termination of the Scheme will not affect the rights of any Participants in respect of Options then held by them.

11. VARIATION OF TERMS

Subject to the Listing Rules, the Board may from time to time by resolution add to or vary the Terms provided that such additions or variations do not reduce any Participant's existing rights or entitlement under any Option issued before the date of addition or variation without the Participant's prior written approval.

$12.$ ASSIGNMENT OF OPTIONS

12.1 Assignment Restricted

Options shall not be transferable, transmissible or assignable except as provided in clauses 12.2 and 12.3 or as otherwise permitted by the Board in its absolute discretion.

12.2 Assignment to Permitted Nominee

A Participant shall be entitled to transfer all or any of the Options held by that Participant to a Permitted Nominee by instrument in writing in such form as the Board may approve left for registration at the Company's registered office accompanied by the Certificate in respect of the subject Options. A transferor of Options remains as the holder of Options transferred until the transfer is registered and the name of the transferee is entered in the register of Participants.

12.3 Legal Personal Representative

In the event of the death of a Participant prior to the expiry of the Option Exercise Period, the legal representative of the deceased Participant will be entitled to be registered as the holder of the Options held by the deceased Participant upon production to the Board of such documents or other evidence as the Board may reasonably require to establish that entitlement.

13. ADMINISTRATION

13.1 Board or Committee

The Scheme shall be administered by the Board or by a committee of the Board appointed by the Board in accordance with the constitution of the Company with such powers and duties as the Board may determine.

13.2 Notices

Notices may be served on the Board or the Company at the Company's registered office and on any Eligible Executive at the address shown in the records of the Company as the address of that employee. Notices from the Company may be signed on behalf of the Board by any person duly authorised by the Board.

13.3 Disputes

Any dispute or difference of any nature arising under the Scheme shall be determined by the Board whose decision shall be final and binding in all respects.

14. GENERAL

14.1 No Interest in Shares

No Participant has or is to be regarded for any purpose as having any interest in any Ordinary Shares the subject of an Option unless and until that Option is exercised and Ordinary Shares are allotted as a result of that exercise.

14.2 Listing Rules and Company's Constitution

The entitlements of Offerees, Eligible Executives and Participants and these Terms are subject to the Listing Rules (if the Company is listed by ASX) and the memorandum and articles of association of the Company.

14.3 No Additional Rights

The Scheme shall afford a Participant no additional rights to compensation or damages in consequence of the termination of his employment or appointment for any reasons whatsoever.

14.4 Sufficient Authorised Capital

At all times the Company will keep available sufficient authorised capital to satisfy the exercise to the full extent of all Options which have neither lapsed nor been fully exercised, taking account of any other obligations of the Company to issue Ordinary Shares.

14.5 Rounding

Where any calculation or adjustment made under the Terms produces a fraction of a cent or a share, the fraction must be eliminated by rounding to the nearest whole number favourable to the Participant.

14.6 Governing Law

The Scheme shall be governed by the laws of the State of New South Wales.