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SCIDEV LTD — Board/Management Information 2025
Mar 31, 2025
65761_rns_2025-03-31_a9a7038f-bca0-4b02-8b46-a69058d8fddb.pdf
Board/Management Information
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ASX Announcement
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1 April 2025
Corporate Update - Board Composition
SciDev Ltd (ASX: SDV) (' SciDev ' or 'the Company ') is pleased to advise the following changes to the composition of its Board.
Appointment of New Chairman
The Board is pleased to announce that Mike Utsler will assume the role of Chairman, effective 1 April 2025. Mike brings extensive board and executive leadership experience across a wide range of businesses, positioning him well to guide SciDev through its next phase of growth. He succeeds Vaughan Busby, who will step down as a Non-Executive Director (NED) after four years of dedicated service. Vaughan’s departure is part of a planned rebalancing of his portfolio of directorships, and the Board thanks him for his valuable contributions.
An Appendix 3Z Final Directors Interest Notice for Mr Busby follows this announcement.
CEO Sean Halpin Appointed as Managing Director
Also effective 1 April 2025, SciDev’s Chief Executive Officer, Sean Halpin, will transition into the role of Managing Director. Following the completion of earn-out payments related to the Haldon acquisition in September 2024, the Board is confident that any prior conflicts of interest have been resolved. Sean’s appointment as Managing Director reflects his strong leadership and strategic oversight in driving SciDev’s business forward.
In accordance with ASX Listing Rule 3.16.4, details of Mr Halpin’s remuneration are provided in Schedule 1. An Appendix 3X Initial Directors Notice for Mr Halpin follows this announcement.
Appointment of Johannes Risseeuw as Non-Executive Director
The Board is very pleased to welcome Johannes Risseeuw as a Non-Executive Director. Johannes joins SciDev as part of a structured board renewal process, replacing Jon Gourlay, who will retire at the Annual General Meeting in October 2025 after completing two terms as a Non-Executive Director. Johannes is an experienced company director and currently serves as Chairman of ASXlisted Synertec (ASX:SOP). His expertise in corporate strategy, governance, commercial and mergers and acquisitions will be invaluable in supporting SciDev’s long-term growth objectives.
SciDev Limited ABN: 25 001 150 849 e: [email protected] w: scidevltd.com
Unit 1, 8 Turbo Rd Kings Park NSW 2148 AUSTRALIA p: +61 2 9622 5185
Page 1 of 3 ASX_FY25Q2_SciDev Secures First Revenues in Europe
An Appendix 3X Initial Directors Notice for Mr Risseeuw follows this announcement.
The Board wants to extend its appreciation to both Vaughan Busby and Jon Gourlay for their significant contributions over the years and looks forward to working with Mike, Sean, and Johannes in their new roles.
For Further Information
Corporate
Seán Halpin – Chief Executive Officer
Anna Hooper – Chief Financial Officer
+61 2 9622 5185
The Board of SciDev Limited authorises this announcement.
About SciDev
SciDev is a leader in innovative solutions that solve industry’s most complex water problems.
We provide specialty chemistry and water treatment technologies to heavy industry across the mining & mineral processing, water & wastewater, construction & infrastructure, oil & gas, remediation, and defence sectors.
Our solutions ensure clean and sustainable water resources, improve operational efficiencies, and reduce environmental impact for our clients.
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Page 2 of 3 ASX_FY25Q2_SciDev Secures First Revenues in Europe
Appendix 1 – ASX Listing Rule 3.16.4
Details of Remuneration of Managing Director and CEO Seán Halpin
A summary of the key terms and conditions of the employment agreement for Seán Halpin in his role as Managing Director & CEO is set out below.
Commencement Date and Term
The appointment is a continuation of Mr Halpin’s appointment as CEO which commenced on 7 November 2022 and is modified to include the Managing Directors role. The appointment is ongoing with no fixed term.
Remuneration
The remuneration involves a combination of Fixed Pay and Incentives (short and long term). It has been benchmarked against salary packages for comparable positions and comprises three primary components, as follows:
-
Fixed Annual Remuneration (FAR) – Fixed Pay of $382,200 plus compulsory superannuation;
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Short Term Incentive (STI) – Annual Short-Term Incentive to a maximum of 144% of FAR
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Long Term Incentive (LTI) – Long Term Incentive is in the form of Performance Rights. In relation to the FY25 year, 760,870 rights have been issued. They are subject to a three-year service period as well as EPS and rTSR performance metrics.
Termination provisions
The employment may be terminated in the circumstances and on the terms described below: (a) Immediate termination for serious misconduct (b) Termination on notice of six months (c) Resignation: Mr Halpin may resign by giving six months' written notice.
Post employment restraints
The CEO will be subject to a restraint for 12 months following termination date.
The employment agreement also contains customary terms in respect of duties and responsibilities, conflicts of interest, hours of work, leave, confidential information, intellectual property, return of property, resignation from offices, monitoring and surveillance, privacy.
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Page 3 of 3 ASX_FY25Q2_SciDev Secures First Revenues in Europe
Appendix 3Z Final Director’s Interest Notice
Rule 3.19A.3
Appendix 3Z
Final Director’s Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public. Introduced 30/9/2001.
Name of entity SciDev Ltd
ABN 25 001 150 849
We (the entity) give ASX the following information under listing rule 3.19A.3 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of director | Vaughan Busby |
|---|---|
| Date of last notice | 13 December 2024 |
| Date that director ceased to be director | 1 April 2025 |
Part 1 – Director’s relevant interests in securities of which the director is the registered holder
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
Number & class of securities
248,343 fully paid ordinary shares
Part 2 – Director’s relevant interests in securities of which the director is not the registered holder
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
- See chapter 19 for defined terms.
11/3/2002
Appendix 3Z Page 1
Appendix 3Z Final Director’s Interest Notice
Name of holder & nature of interest Number & class of securities Note: Provide details of the circumstances giving rise to the relevant interest
Part 3 – Director’s interests in contracts
| Detail of contract | Not applicable |
|---|---|
| Nature of interest | |
| Name of registered holder (if issued securities) |
|
| No. and class of securities to which interest relates |
- See chapter 19 for defined terms.
Appendix 3Z Page 2
11/3/2002
Appendix 3X Initial Director’s Interest Notice
Rule 3.19A.1
Appendix 3X
Initial Director’s Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
Introduced 30/9/2001.
Name of entity SciDev Ltd
ABN 25 001 150 849
We (the entity) give ASX the following information under listing rule 3.19A.1 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | Sean Halpin |
|---|---|
| Date of appointment | 1 April 2025 |
Part 1 - Director’s relevant interests in securities of which the director is the registered holder
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
Number & class of securities
Nil
- See chapter 19 for defined terms.
11/3/2002
Appendix 3X Page 1
Appendix 3X Initial Director’s Interest Notice
Part 2 – Director’s relevant interests in securities of which the director is not the registered holder
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Name of holder & nature of Number & class of Securities interest Note: Provide details of the circumstances giving rise to the relevant interest. 2,287,500 Haldon Waste Pty Ltd Halpin Investments Tc Pty Ltd 1,000,000
Part 3 – Director’s interests in contracts Refer Covering Letter dated 1 April 2025
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Detail of contract | N/A |
|---|---|
| Nature of interest | |
| Name of registered holder (if issued securities) |
|
| No. and class of securities to which interest relates |
- See chapter 19 for defined terms.
Appendix 3X Page 2
11/3/2002
Appendix 3X Initial Director’s Interest Notice
Rule 3.19A.1
Appendix 3X
Initial Director’s Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
Introduced 30/9/2001.
Name of entity SciDev Ltd
ABN 25 001 150 849
We (the entity) give ASX the following information under listing rule 3.19A.1 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | Johannes Risseeuw |
|---|---|
| Date of appointment | 1 April 2025 |
Part 1 - Director’s relevant interests in securities of which the director is the registered holder
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
Number & class of securities
Nil
- See chapter 19 for defined terms.
11/3/2002
Appendix 3X Page 1
Appendix 3X Initial Director’s Interest Notice
Part 2 – Director’s relevant interests in securities of which the director is not the registered holder
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Name of holder & nature of interest Note: Provide details of the circumstances giving rise to the relevant interest. Nil
Part 3 – Director’s interests in contracts N/A
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
Detail of contract Nature of interest Name of registered holder (if issued securities) No. and class of securities to which interest relates
- See chapter 19 for defined terms.
Appendix 3X Page 2
11/3/2002