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SITEMINDER LIMITED Director's Dealing 2024

Jan 14, 2024

65760_rns_2024-01-14_648ae195-fbfe-4a44-9a91-e6902c9be3e5.pdf

Director's Dealing

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Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of 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 30/09/01 Amended 01/01/11

Name of entity SiteMinder Limited ABN 59 121 931 744

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director Sankar Narayan
Date of last notice 22 November 2023

Part 1 - Change of director’s relevant interests in securities

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.

Direct or indirect interest Direct/Indirect
Nature of indirect interest
(including registered holder)
Note: Provide details of the circumstances giving rise
to the relevant interest.
Aquila Investment Management Pty Ltd as trustee for the
Narayan Family Trust (a discretionary family trust which
Sankar controls and is a beneficiary of)
Solium Nominees (AUS) Pty Ltd as trustee for SiteMinder
Limited
Date of change 12 January 2024
  • See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

No. of securities held prior to
change
Direct
1.
7,095,320 fully paid ordinary shares
2.
80,000 options granted under the 2017 Option
Plan (each with an exercise price of $3.45 and
an expiry date of 1July 2030)
Indirect
3.
52,371 fully paid ordinary shares
4.
25,983 options granted under the LTIP (each
with an exercise price of $5.57 and an expiry
date of 8 November 2025)
5.
31,691 options granted under the LTIP (each
with an exercise price of $6.69 and an expiry
date of 8 November 2025)
6.
37,687 options granted under the LTIP (each
with an exercise price of $7.70 and an expiry
date of 8 November 2025)
7.
15,501 performance rights granted under the
LTIP (1/3 vesting over 3 years from 8 November
2021)
8.
328,680 Unlisted Options granted under the
LTIP (each with an exercise price of $3.84 and
an expiry date being 90 days following the
release of the Company’s full year results for
FY2027.
9.
28,874 Performance Rights granted under the
LTIP (vesting in two separate tranches with
attaching performance conditions)
10. 356,129 Unlisted Options granted under the
LTIP (each with an exercise price of $4.53 and
an expiry date being 90 days following the
release of the Company’s full year results for
FY2028
11. 48,952 Performance Rights granted under the
LTIP (subject to various vesting conditions with
attaching performance conditions)
Class Performance Rights
Number acquired 21,389 Performance Rights
Number disposed N/A
Value/Consideration
Note: If consideration is non-cash, provide details and
estimated valuation
$4.68
Per
Performance
Right
(The
number
of
Performance Rights granted has been calculated by
dividing 50% of the MD and CEO’s FY2023 STI), by the
VWAP of the Company’s ordinary Shares over the 30 day
VWAP following the Company’s annual results for FY23,
being $4.68.
  • See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change Direct
1.
7,095,320 fully paid ordinary shares
2.
80,000 options granted under the 2017 Option
Plan (each with an exercise price of $3.45 and
an expiry date of 1July 2030)
Indirect
3.
52,371 fully paid ordinary shares
4.
25,983 options granted under the LTIP (each
with an exercise price of $5.57 and an expiry
date of 8 November 2025)
5.
31,691 options granted under the LTIP (each
with an exercise price of $6.69 and an expiry
date of 8 November 2025)
6.
37,687 options granted under the LTIP (each
with an exercise price of $7.70 and an expiry
date of 8 November 2025)
7.
15,501 performance rights granted under the
LTIP (1/3 vesting over 3 years from 8 November
2021)
8.
328,680 Unlisted Options granted under the
LTIP (each with an exercise price of $3.84 and
an expiry date being 90 days following the
release of the Company’s full year results for
FY2027.
9.
28,874 Performance Rights granted under the
LTIP (vesting in two separate tranches with
attaching performance conditions)
10. 356,129 Unlisted Options granted under the
LTIP (each with an exercise price of $4.53 and
an expiry date being 90 days following the
release of the Company’s full year results for
FY2028
11. 48,952 Performance Rights granted under the
LTIP (subject to various vesting conditions with
attaching performance conditions)
12. 21,389 Performance Rights granted as STIs
under the Employee Equity Incentive Plan
(subject to various vesting conditions with
attaching performance conditions)
Nature of change
Example: on-market trade, off-market trade, exercise
of options, issue of securities under dividend
reinvestment plan, participation in buy-back
Allotment of Performance Rights under the terms of the
SiteMinder Employee Equity Incentive Plan in lieu of 50%
cash STI for FY23.
The allotment of Performance Rights was made in
accordance with ASX Listing Rule 10.16(b). The resulting
shares acquired by Mr Narayan, if any, on conversion of
the Performance Rights following satisfaction of the
necessary hurdles will be purchased on-market by the
Company.
  • See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

Appendix 3Y Change of Director’s Interest Notice

Part 2 – Change of director’s interests in contracts

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 N/A
Name of registered holder
(if issued securities)
N/A
Date of change N/A
No. and class of securities to which
interest related prior to change
Note: Details are only required for a contract in relation to
which the interest has changed
N/A
Interest acquired N/A
Interest disposed N/A
Value/Consideration
Note: If consideration is non-cash, provide details and an
estimated valuation
N/A
Interest after change N/A

Part 3 – +Closed period

Were the interests in the securities or contracts detailed above
traded during a+closed period where prior written clearance was
required?
Pursuant to section 6(a)(ii)
of
the
Company’s
Securities Trading Policy,
the
acquisition
of
securities
under
any
director
or
employee
security plan is defined as
an
excluded
trading
provision, notwithstanding
being in a closed period.
If so, was prior written clearance provided to allow the trade to
proceed during this period?
N/A
If prior written clearance was provided, on what date was this
provided?
N/A
  • See chapter 19 for defined terms.

Appendix 3Y Page 4

01/01/2011