UNITY METALS LIMITED - Governance Information 2026

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Unity Metals Limited (ACN 678 776 899)

Adopted: 20 August 2025

Equity Incentive Plan Rules Unity Metals Limited (ACN 678 776 899)

1.	Glossary....................................................................................................................................... 1	Glossary....................................................................................................................................... 1
2.	Introduction ................................................................................................................................ 1
	2.1	Rules ...................................................................................................................................................... 1
	2.2	Purpose ................................................................................................................................................. 1
	2.3	Implications and risks ............................................................................................................................ 1
3.	Operation of the Plan .................................................................................................................. 1
	3.1	Commencement .................................................................................................................................... 1
	3.2	Application of Rules ............................................................................................................................... 1
	3.3	Administration and Board powers......................................................................................................... 2
	3.4	Indemnification ..................................................................................................................................... 3
	3.5	Separate schemes ................................................................................................................................. 3
	3.6	ESS Division............................................................................................................................................ 3
	3.7	Trust ...................................................................................................................................................... 3
4.	Participation ................................................................................................................................ 3
	4.1	Eligibility ................................................................................................................................................ 3
	4.2	Awards ................................................................................................................................................... 3
	4.3	Limitation on rights ............................................................................................................................... 4
5.	Issuing Restrictions ...................................................................................................................... 4
	5.1	Issue cap for Monetary Offers ............................................................................................................... 4
	5.2	Monetary cap for Monetary Offers while unlisted ................................................................................ 4
	5.3	Shareholder approvals .......................................................................................................................... 4
6.	Offer and Acceptance of Awards ................................................................................................. 5
	6.1	Form of Offers ....................................................................................................................................... 5
	6.2	Personal Offers ...................................................................................................................................... 5
	6.3	Acceptance ............................................................................................................................................ 6
	6.4	Effect of Acceptance .............................................................................................................................. 6
	6.5	Nominees .............................................................................................................................................. 6
	6.6	Legal requirements ................................................................................................................................ 7
	6.7	Salary Sacrifice agreement .................................................................................................................... 7
7.	Loan-Funded Awards ................................................................................................................... 7
	7.1	Acquisition Price .................................................................................................................................... 7
	7.2	Financial Assistance ............................................................................................................................... 7
8.	Tax Deferred Awards ................................................................................................................. 10
	8.1	Tax regime ........................................................................................................................................... 10
	8.2	Eligibility .............................................................................................................................................. 10
	8.3	Limitations ........................................................................................................................................... 10
	8.4	Restriction Period ................................................................................................................................ 10
9.	Plan	Shares ................................................................................................................................ 11
	9.1	Rights ................................................................................................................................................... 11
	9.2	Quotation ............................................................................................................................................ 11
	9.3	Restriction ........................................................................................................................................... 11
	9.4	Trustee ................................................................................................................................................ 11
10.	Convertible Awards ................................................................................................................... 11
	10.1	Terms ................................................................................................................................................... 11
	10.2	New issues of securities ...................................................................................................................... 12
	10.3	Reorganisation of capital ..................................................................................................................... 12
	10.4	Restriction on exercise ........................................................................................................................ 12
	10.5	Restrictions on transfer ....................................................................................................................... 12
	10.6	Maximum term .................................................................................................................................... 13
	10.7	Cashless exercise ................................................................................................................................. 13

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Equity Incentive Plan Rules Unity Metals Limited (ACN 678 776 899)

	10.8	Winding-up .......................................................................................................................................... 13
11.	Vesting of Awards ..................................................................................................................... 13
	11.1	Determination of Vesting Conditions .................................................................................................. 13
	11.2	Vesting ................................................................................................................................................. 14
	11.3	Non-satisfaction of Vesting Conditions ............................................................................................... 14
12.	Restricted Awards ..................................................................................................................... 14
	12.1	Determination of restrictions .............................................................................................................. 14
	12.2	Restrictions .......................................................................................................................................... 14
	12.3	Securities Trading Policy ...................................................................................................................... 15
	12.4	Bonus issues ........................................................................................................................................ 15
13.	Change of Control Events .......................................................................................................... 15
	13.1	Notification .......................................................................................................................................... 15
	13.2	Vesting and participation .................................................................................................................... 15
14.	Dividends and Voting Rights ...................................................................................................... 16
	14.1	Plan Shares .......................................................................................................................................... 16
	14.2	Convertible Awards ............................................................................................................................. 16
15.	Buy-back or Transfer of Awards................................................................................................. 16
	15.1	Relevant events ................................................................................................................................... 16
	15.2	Consideration ...................................................................................................................................... 17
	15.3	Implementation ................................................................................................................................... 17
	15.4	Legal compliance condition ................................................................................................................. 17
16.	Cash Settlement ........................................................................................................................ 17
	16.1	Application .......................................................................................................................................... 17
	16.2	Board determination ........................................................................................................................... 17
17.	Forfeiture of Awards ................................................................................................................. 18
	17.1	Forfeiture events ................................................................................................................................. 18
	17.2	Effect of forfeiture on Plan Shares ...................................................................................................... 18
	17.3	Effect of forfeiture on Convertible Awards ......................................................................................... 19
18.	Amendments to Awards ............................................................................................................ 19
	18.1	Legal compliance ................................................................................................................................. 19
	18.2	Non-material amendment to Vesting Conditions................................................................................ 19
	18.3	Amendments by agreement ................................................................................................................ 19
19.	Takeover Restrictions ................................................................................................................ 19
	19.1	Application .......................................................................................................................................... 19
	19.2	Restriction on issue ............................................................................................................................. 19
	19.3	Deferral of exercise or vesting ............................................................................................................. 19
	19.4	Assumption.......................................................................................................................................... 20
20.	Listed Public Company Provisions .............................................................................................. 20
	20.1	Application .......................................................................................................................................... 20
	20.2	Rules of Exchange ................................................................................................................................ 20
	20.3	Release of conditions .......................................................................................................................... 20
	20.4	Secondary trading restrictions ............................................................................................................ 20
21.	Termination Benefits ................................................................................................................. 21
	21.1	Application .......................................................................................................................................... 21
	21.2	Restrictions .......................................................................................................................................... 21
22.	Taxation .................................................................................................................................... 21
	22.1	Exclusion of liability ............................................................................................................................. 21
	22.2	Participant’s obligations ...................................................................................................................... 21
23.	Prohibition on Hedging .............................................................................................................. 22

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Equity Incentive Plan Rules Unity Metals Limited (ACN 678 776 899)

24.	Power of Attorney ..................................................................................................................... 22
25.	Privacy ....................................................................................................................................... 22
26.	Termination, Suspension or Amendment of the Plan ................................................................ 22
27.	ASIC Modifications .................................................................................................................... 22
28.	Miscellaneous Provisions .......................................................................................................... 22
	28.1 Notices................................................................................................................................................. 22
	28.2 Brokerage ............................................................................................................................................ 23
	28.3 Costs, charges and duties .................................................................................................................... 23
	28.4 Register................................................................................................................................................ 23
	28.5 Other plans .......................................................................................................................................... 23
	28.6 Governing law ..................................................................................................................................... 23
	28.7 Severance ............................................................................................................................................ 23
	28.8 Interpretation ...................................................................................................................................... 23

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Equity Incentive Plan Rules Unity Metals Limited (ACN 678 776 899)

Equity Incentive Plan Rules

Unity Metals Limited (ACN 678 776 899)

Adopted: 20 August 2025

1. Glossary

Capitalised terms used in these Rules are defined in the Glossary located in the Schedule.

2. Introduction

2.1 Rules

This document sets out the rules of the Plan.

2.2 Purpose

The Company has established the Plan with the following objectives:

(a) to establish a method by which Eligible Persons can participate in the future growth and profitability of the Company through holding of equity interests in the Company;
(b) to provide an incentive and reward for Eligible Persons for their contributions to the Company;
(c) to attract and retain a high standard of executive, managerial, technical and other personnel for the benefit of the Company; and
(d) to align the interests of the Eligible Persons more closely with the interests of Shareholders, by providing an opportunity for Eligible Persons to hold an equity interest in the Company.

2.3 Implications and risks

(a) There are legal and tax consequences, as well as commercial risks, associated with participation in the Plan.
(b) Eligible Persons should ensure that they understand these consequences before accepting an Offer to participate in the Plan.

3. Operation of the Plan

3.1 Commencement

The Plan will commence on a date determined by resolution of the Board.

3.2 Application of Rules

Participation in the Plan and all Awards issued under the Plan are subject to these Rules.

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Equity Incentive Plan Rules Unity Metals Limited (ACN 678 776 899)

3.3 Administration and Board powers

(a) The Plan will be administered by the Board which has the power and absolute discretion to:
(i) determine the appropriate procedures from time to time for the administration of the Plan, including the form of Acceptance and other forms and notices to be issued under the Plan, subject to these Rules;
(ii) subject to rules 3.3(b), 20 and 26, amend, modify or waive any or all of these Rules (including this rule), or any restriction or other condition relating to any Awards allocated under the Plan;
(iii) resolve conclusively all questions of fact or interpretation concerning the Plan and the applicable Rules and any dispute of any kind that arises under the Plan, including as to the interpretation or application of the Plan or any restrictions or other conditions relating to any Awards allocated under the Plan, and the decision of the Board is final and binding on the Company and the Participants;
(iv) make any payment or settlement of an amount to a Participant in consideration for any cancellation of Awards as may be agreed with a Participant; and
(v) delegate to any one or more persons for such period and on such conditions as the Board may determine the exercise of any of the Board’s powers or discretions under the Plan; and
(vi) waive any breach of a provision of the Plan.
(b) Subject to the applicable Rules, without the consent of the Participant, amendments may not be made to any restriction or other condition relating to any Awards allocated under the Plan, which reduces the rights of a Participant to those Awards other than an amendment made primarily to:
(i) comply with present or future applicable laws including without limitation any State or Commonwealth legislation;
(ii) correct any manifest error; or
(iii) take into consideration possible adverse tax implications in relation to the Plan arising from, among other things:
- (A) adverse rulings from the Commissioner of Taxation or its equivalent in any other relevant jurisdiction;
- (B) changes to Australian law legislation or equivalent legislation in any other relevant jurisdiction; or
- (C) changes in the interpretation of Australian tax legislation or equivalent legislation in any other relevant jurisdiction by a court or tribunal of competent jurisdiction.
(c) Subject to rule 28, the Board has absolute and unfettered discretion:
(i) to act or refrain from acting under the applicable Rules or concerning the Plan or any Awards allocated under the Plan; and
(ii) in exercising any power or discretion concerning the Plan or any Awards allocated under the Plan.

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Equity Incentive Plan Rules Unity Metals Limited (ACN 678 776 899)

(d) If and for so long as the Company is listed on the Exchange, the Board may only exercise its powers in accordance with the Listing Rules.

3.4 Indemnification

The Company must indemnify, and keep indemnified, to the full extent permitted by law, each person who is or has been a Director or alternate Director of the Company against all proceedings, actions, claims, demands, losses, liabilities, damages, costs and expenses which may be made, brought against, suffered or incurred by the person arising directly or indirectly out of or in connection with the operation of the Plan.

3.5 Separate schemes

The operation of the Plan in relation to each class of Awards constitutes a separate scheme for the purposes of Division 83A of the ITAA97.

3.6 ESS Division

Offers under the Plan will be made in reliance on the ESS Division, unless the Offer expressly states otherwise.

3.7 Trust

(a) The Board may, in its sole and absolute discretion, use an employee share trust or other mechanism for the purposes of holding any Awards for Participants under the Plan.
(b) An employee share trust referred to in rule 3.7(a) must comply with the requirements of 1100S of the Corporations Act if the Awards to be held under the trust are subject to the ESS Division.

4. Participation

4.1 Eligibility

(a) Subject to rule 5.3, Eligible Persons are eligible to participate in the Plan.
(b) The Board may in its absolute discretion determine criteria for inviting Eligible Persons to participate in the Plan, such as a minimum period of service.
(c) Eligibility to participate in the Plan does not confer a right to participate in the Plan. Invitations to participate in the Plan will be solely determined by the Board in accordance with these Rules.

4.2 Awards

(a) Subject to these Rules and the terms of an Offer, the Board may, at its discretion, make an Offer and issue Awards to any Eligible Person.
(b) Awards may be issued to Eligible Persons or, subject to rule 6.5, their Nominees as approved by the Board from time to time.
(c) The Board may in its discretion determine the number of Awards to be offered to an Eligible Person and the Board may, subject to these Rules, determine the terms and conditions applicable to such Awards.

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Equity Incentive Plan Rules Unity Metals Limited (ACN 678 776 899)

(d) These Rules do not limit the type or class of Awards that may be issued under the Plan. The Board may from time to time Offer and issue Awards to any Eligible Person under the Plan, so long as each such Offer and issue comply with the Rules, the Listing Rules, and any applicable law.

4.3 Limitation on rights

Nothing in these Rules or participation in the Plan:

(a) confers upon an Eligible Person:
(i) a right to an Offer; or
(ii) any interest in a Plan Share unless and until that Plan Share is held by the Participant;
(b) confers on an Eligible Person or a Participant the right to continue as an employee, contractor, director or officer of any Group Company (as the case may be) or participate in the Plan;
(c) affects the rights of any Group Company to terminate the employment, engagement or office or of an Eligible Person or a Participant (as the case may be);
(d) affects the rights and obligations of any Eligible Person or Participant under the terms of their employment, engagement or office with the Company;
(e) confers any legal or equitable right on an Eligible Person or a Participant whatsoever to take action against the Company in relation to their employment, engagement or office;
(f) confers on an Eligible Person or a Participant any rights to compensation or damages in consequence of the termination of their employment, engagement or office by the Company for any reason whatsoever including ceasing to have rights under the Plan as a result of such termination; or
(g) confers any responsibility or liability on the Company or its Directors, officers, employees, contractors, representatives or agents in relation to any taxation liabilities of the Eligible Person or Participant.

5. Issuing Restrictions

5.1 Issue cap for Monetary Offers

The Company must not make any Monetary Offers for Awards that are subject to the ESS Division to the extent doing so would contravene the ‘issue cap’ under section 1100 of the Corporations Act.

5.2 Monetary cap for Monetary Offers while unlisted

If and for so long as the Company is an unlisted company, the Company must not make any Monetary Offers for Awards that are subject to the ESS Division to the extent doing so would contravene the ‘monetary cap’ under section 1100ZA of the Corporations Act.

5.3 Shareholder approvals

Awards may not be issued to any person to whom the issue of those Awards would require the approval of Shareholders under the Corporations Act, the Listing Rules or other applicable law unless:

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Equity Incentive Plan Rules Unity Metals Limited (ACN 678 776 899)

(a) approval is given by Shareholders in general meeting in accordance with the applicable legal requirements; or
(b) the issue of those Awards falls within a relevant exception to the applicable law.

6. Offer and Acceptance of Awards

6.1 Form of Offers

An Offer must:

(a) be in writing;
(b) name the relevant Eligible Person to whom the Offer is made and be given to that Eligible Person;
(c) set out:
(i) the type and number of Award(s) being offered;
(ii) the Acquisition Price for the Award(s) being offered, or the method by which the Acquisition Price is determined;
(iii) if Loan-Funded Awards are being offered, any Financial Assistance being offered for such Loan-Funded Awards;
(iv) any Vesting Conditions applicable to the Award(s) being offered;
(v) any Restriction Period applicable to the Award(s) being offered;
(vi) the Acceptance Period for the Offer; and
(vii) any other terms or conditions applicable to the Offer, as determined by the Board;
(d) be accompanied by:
(i) a copy of these Rules or include details of where a copy of these Rules may be obtained;
(ii) an Acceptance Form; and
(iii) if Loan-Funded Awards are being offered, the proposed Loan Agreement for the Financial Assistance applicable to the Offer; and
(e) if the Awards offered are subject to the ESS Division:
(i) includes any other disclosures or other information required under that division (including sections 1100W and 1100X); and
(ii) otherwise complies with that division.

6.2 Personal Offers

(a) An Offer is personal to, and may only be accepted by, the relevant Eligible Person to whom it is made.

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Equity Incentive Plan Rules Unity Metals Limited (ACN 678 776 899)

(b) An Offer may not be transferred or assigned by the Eligible Person to whom it is made other than to the extent permitted under rule 6.5.

6.3 Acceptance

(a) An Offer may be accepted by the relevant Eligible Person to whom it was made:
(i) completing and signing the Acceptance Form which accompanied the Offer (or otherwise provided by the Company to the Eligible Person in relation to the Offer) and returning it to the Company before the expiry of the relevant Acceptance Period; and
(ii) if Loan-Funded Awards are offered, signing the Loan Agreement which accompanied the Offer (or otherwise provided by the Company to the Eligible Person in relation to the Offer) and returning it to the Company before the expiry of the relevant Acceptance Period.
(b) Unless the Board determines otherwise, an Acceptance will not be effective if before the relevant Award(s) are issued in response to the Acceptance:
(i) the Eligible Person who provided the Acceptance ceases to be an Eligible Person;
(ii) the Eligible Person who provided the Acceptance gives notice of his, her or their proposed Resignation such that they will no longer be employed or otherwise engaged by any Group Company; or
(iii) the Eligible Person who provided the Acceptance is given a notice of termination such that they will no longer be employed or otherwise engaged by any Group Company.

6.4 Effect of Acceptance

By giving an Acceptance, the relevant Eligible Person agrees to:

(a) participate in the Plan;
(b) become bound by these Rules, the terms of the Offer and, if applicable, the terms of the Loan Agreement; and
(c) upon receiving a Share pursuant to an Award, become a member of the Company and be bound by the Company’s Constitution.

6.5 Nominees

(a) Subject to rule 6.5(c), the Board may, in an Offer or on request by an Eligible Person, permit the Eligible Person to nominate a Nominee to whom the Awards offered to the Eligible Person will be issued or transferred in the place of the Eligible Person.
(b) For the purposes of rule 6.2(a), if Awards are held by a Nominee on behalf of an Eligible Person:
(i) the Eligible Person will continue to be treated as the Participant under these Rules for the purposes of any provision regarding restraint, restriction, vesting, forfeiture and rights of the Company in relation to Awards and any associated Financial Assistance;
(ii) the Nominee must covenant by deed in favour of the Company that the Nominee will be bound by, comply with and perform the obligations of the Eligible Person in relation to the Awards in accordance with the Plan (including these Rules and the terms of an Offer) as if the Nominee was the Eligible Person; and

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Equity Incentive Plan Rules Unity Metals Limited (ACN 678 776 899)

(iii) without limiting rule 6.5(b)(i), for the purposes of rule 6.5(b), all references in these Rules and the terms of an Offer to an Eligible Person will include the Nominee.
(c) Unless the Board expressly determines otherwise, Loan-Funded Awards must not be issued or otherwise acquired by a Nominee on behalf of an Eligible Person.

6.6 Legal requirements

(a) An Offer must not be made, and if made, will not be capable of acceptance, to the extent that such Offer would contravene applicable law (including Listing Rules, if applicable) or the Company’s Constitution.
(b) If and to the extent required by applicable law, the Company must undertake in an Offer to provide an Eligible Person with the current Market Value of Shares at the date of request, within a reasonable time of a request for the same by such Eligible Person.

6.7 Salary Sacrifice agreement

An Offer in relation to Awards which involves a Salary Sacrifice is conditional upon the Company and the Eligible Person to whom the Offer is made entering an agreement which sets out the terms and conditions of such Salary Sacrifice arrangement.

7. Loan-Funded Awards

7.1 Acquisition Price

Unless the Board determines otherwise, the Acquisition Price for each Loan-Funded Award offered to an Eligible Person will be the Market Value of a Share at the date of the Offer to that Eligible Person.

7.2 Financial Assistance

(a) Offer of Financial Assistance
(i) The Company may provide Financial Assistance to a Participant in relation to some or all of the Acquisition Price for Loan-Funded Awards to be issued or otherwise acquired by that Participant, by providing a loan to the Participant pursuant to this rule 7.2.
(ii) The Company must not provide or offer to provide Financial Assistance to a Participant, and if made, will not be capable of acceptance, to the extent that such Financial Assistance would contravene applicable law (including the Listing Rules, if applicable) or the Company’s Constitution.
(iii) For the purposes of rule 7.2(a)(i), an offer of Financial Assistance must be in the form of a Loan Agreement which complies with:
- (A) this rule 7.2; and
- (B) if the Loan-Funded Awards are subject to the ESS Division, section 1100U of the Corporations Act.

(b)

Loan Agreements

A Loan Agreement must set out the terms and conditions of the Financial Assistance to be provided to a Participant, including:

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Equity Incentive Plan Rules Unity Metals Limited (ACN 678 776 899)

(i) that unless the Offer states otherwise, interest will not accrue or be payable in relation to the loan;
(ii) the events or date that the loan will be repayable;
(iii) the amount that will be repayable or the method for calculation; and
(iv) that the loan is provided on a limited recourse basis under rule 7.2(f).

(c)

Repayment events

(i) Unless the terms of an Offer state otherwise, Financial Assistance must be repaid in full on the earlier of the following to occur:
- (A) the date falling 3 months from the Participant’s Resignation;
- (B) the date falling 30 days from the Participant’s Dismissal;
- (C) subject to rule 7.2(c)(iii), the date immediately following the last date by which the Vesting Condition for the relevant Award may be satisfied;
- (D) the date on which the Participant’s Plan Shares are bought back or transferred under rule 15;
- (E) the Participant suffers an Insolvency Event;
- (F) the Participant breaches a material term of the Plan and such breach is not remedied within 30 days of written notice to that effect being given to the Participant by the Company;
- (G) the date falling 30 days from the date that the Plan is terminated; and
- (H) 7 years from the date that the relevant Award is issued or otherwise acquired by the Participant.
(ii) The Participant may, in relation to Awards to which Vesting Conditions do not apply, voluntarily repay all or any part of the Financial Assistance prior to the due date for repayment.
(iii) For the purposes of rule 7.2(c)(i)(C), if Financial Assistance is provided in relation to Awards which have Vesting Conditions in the form of multiple Performance Hurdles that on satisfaction allow for separate tranches of Plan Shares to vest, the Financial Assistance will become repayable on a pro rata basis in relation to each Performance Hurdle which is not satisfied unless stated otherwise in an Offer.
(iv) The Board may, in its absolute discretion, by written notice to the Participant, extend the date for repayment of the Financial Assistance by a Participant or otherwise vary the terms of the Financial Assistance for the benefit of the Participant.
(d) Repayment amount
(i) The Company must accept the following in full and complete satisfaction of the Participant’s indebtedness and obligations to the Company under the relevant Financial Assistance, if that Financial Assistance (or any portion of it) becomes due and payable:

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Equity Incentive Plan Rules Unity Metals Limited (ACN 678 776 899)

  - (A) if the relevant Vesting Conditions have been satisfied, the total amount of the Financial Assistance which has become due and payable; or

  - (B) if rule 7.2(d)(i)(A) does not apply, the transfer, redemption, forfeiture or cancellation of the applicable Loan-Funded Awards to which the Financial Assistance which has become due and payable relates.

(ii) Repayment of the Financial Assistance under rule 7.2(d)(i)(A) must be made in cash or such other form as the Company and the Participant agree in writing.
(e) Security Interest
(i) This rule 7.2(e) applies to the extent permitted by section 259B of the Corporations Act.
(ii) Each Participant grants to the Company a Security Interest by way of a charge over the Participant’s Plan Shares (including the Loan-Funded Awards) provided under the Plan, and all dividends, capital returns or other amounts paid or payable in relation to those Plan Shares, to secure payment by the Participant of the Financial Assistance, and performance by the Participant of the Participant’s obligations, under the Plan (Plan Security).
(iii) The Plan Security is conditional upon all necessary legal, regulatory and Shareholder approvals being obtained, including for the purposes of section 295B of the Corporations Act.
(iv) The Company may:
- (A) retain possession of all share certificates in relation to a Participant’s Plan Shares;
- (B) if and for so long as the Company is listed on the Exchange, apply a Holding Lock on those Plan Shares (if applicable); and
- (C) register the Plan Security on the Personal Property Securities Register established under the PPS Act or such other applicable register of Security Interests.

(f)

Limited recourse

(i) The Financial Assistance will be provided on a limited recourse basis such that, if the Financial Assistance (or any portion of the Financial Assistance) becomes due and payable and the Participant is not able to repay such amount, then:
(A) the Company’s entire recourse is limited to its rights under rule 7.2(d)(i)(B); and
(B) the Company is not entitled to recover, and Participant is not required to pay to the Company, any further amount in relation to any shortfall in repayment under the Financial Assistance.
(ii) If the Company sells any Loan-Funded Awards or other Plan Shares in exercise of its rights under rule 7.2(d)(i)(B) to pay any money owed to the Company by the Participant under the Plan, and a surplus of sale proceeds remain after the Company has repaid the amount owing and the Company’s reasonable costs incurred in effecting the sale, the Company must pay such surplus to the Participant.

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Equity Incentive Plan Rules Unity Metals Limited (ACN 678 776 899)

8. Tax Deferred Awards

8.1 Tax regime

Subdivision 83A-C of the ITAA97 apply to Tax Deferred Awards unless an Offer expressly states otherwise.

8.2 Eligibility

Tax Deferred Awards may be offered by the Company:

(a) to Eligible Persons who elect to receive Plan Shares funded through Salary Sacrifice contributions (up to a maximum of $5,000 worth of Shares in each financial year, or such higher amount permitted under subdivision 83A-C of the ITAA97); or
(b) at the Board’s discretion, in addition to an Eligible Person’s wages, salary and other remuneration, at an Acquisition Price which is a discount to the Market Value of a Share at the date of the Offer.

8.3 Limitations

Notwithstanding any other provision of these Rules, the Company must not offer or issue Tax Deferred Awards to an Eligible Person (or his, her or their Nominee) if:

(a) immediately after Eligible Person (or his, her or their Nominee) accepts such issue or acquisition:
(i) the Eligible Person (and his, her or their Nominees, if any) would hold a beneficial interest in more than 10% of the Shares in the Company; or
(ii) the Eligible Person (and his, her or their Nominees, if any) would not have the ability to cast, or to control the casting of, more than 10% of the maximum number of votes that might be cast at a general meeting of the Company; or
(b) at least 75% of the Australian-resident permanent employees of the Group Company that employs that Eligible Person, who have completed at least 3 years of service (whether continuous or otherwise) are not, or have not previously been, entitled to acquire Shares under an employee share scheme operated by a Group Company.

8.4 Restriction Period

Unless an Offer expressly states otherwise, the Restriction Period for a Tax Deferred Award will commence on the issue or acquisition of the Tax Deferred Award by the relevant Eligible Person (or his, her or their Nominee) and will expire on the earlier of:

(a) the date that the Eligible Person Resigns, is Dismissed or otherwise ceases employment within the meaning of section 83A-330 of the ITAA97;
(b) the date that the Board, in its absolute discretion, determines to end the Restriction Period; and
(c) in the case of a Tax Deferred Award of Plan Shares, 3 years from the date that those Plan Shares are issued or otherwise acquired by the Eligible Person.

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Equity Incentive Plan Rules Unity Metals Limited (ACN 678 776 899)

9. Plan Shares

9.1 Rights

(a) All Plan Shares issued or transferred under the Plan will:
(i) be credited as fully paid;
(ii) rank equally in all respects with Shares already on issue, except for entitlements which had a record date before the date of issue or transfer of the Plan Share; and
(iii) be subject to any restrictions imposed under these Rules.
(b) The Company may, in its discretion:
(i) issue new Plan Shares to an Eligible Person under the Plan; or
(ii) cause or procure existing Shares to be transferred to or otherwise become available for acquisition by an Eligible Person under the Plan.
(iii) Any Shares transferred to an Eligible Person under rule 9.1(b)(ii) must be free from Security Interests other than Security Interests granted under these Rules or otherwise specified in an Offer.

9.2 Quotation

(a) The Company will apply for quotation of Plan Shares on the Exchange as soon as practicable following the issue of those Plan Shares and otherwise in accordance with the Listing Rules, unless the Board otherwise determines.
(b) Subject to the Listing Rules, the Board may determine that Plan Shares will remain unquoted during the Restriction Period.

9.3 Restriction

A Plan Share will be a Restricted Award for the purposes of these Rules until any applicable Restriction Period has elapsed or been waived by the Board in accordance with these Rules.

9.4 Trustee

For the purposes of rule 3.7, the Company may appoint a trustee to acquire or hold Awards or Plan Shares either on behalf of Participants or for the purposes of this Plan, on such terms and conditions as the Board so determines.

10. Convertible Awards

10.1 Terms

(a) The terms of Convertible Awards are as determined by the Board from time to time in accordance with this rule 10.
(b) The exercise period or duration of a Convertible Award is the period determined by the Board, in its absolute discretion, prior to or on issue of the Convertible Award.

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10.2 New issues of securities

A Participant is not entitled to participate in any offer or new issue to Shareholders of securities in the Company (including by way of bonus issue) in their capacity as the holder of a Convertible Award unless the Participant has, before the record date for determining entitlements to the new issue of securities, received the Plan Shares on exercise or vesting of that Convertible Award.

10.3 Reorganisation of capital

(a) Subject to any applicable requirements of the Listing Rules, and unless stated otherwise in the terms of Convertible Awards, in the event of a reorganisation (including a consolidation, subdivision, reduction or return) of the issued capital of the Company, the number of Convertible Awards to which a Participant is entitled or the exercise price (if any) or both will be changed:
(i) for a consolidation of capital, the number of Convertible Awards must be consolidated in the same ratio as Shares and, if applicable, the exercise price must be amended in the inverse proportion to that ratio;
(ii) for a sub-division of capital, the number of Convertible Awards must be sub-divided in the same ratio as Shares and, if applicable, the exercise price must be amended in the inverse proportion to that ratio;
(iii) for a return of capital, the number of Convertible Awards must remain the same and, if applicable, the exercise price of each Convertible Award must reduce by the same amount as the amount returned in relation to each Share;
(iv) for a reduction of capital by cancellation of paid-up capital that is lost or not represented by available assets where securities are not cancelled, the number of Convertible Awards and, if applicable, the exercise price of each Convertible Award must remain unchanged;
(v) for a pro rata cancellation of capital, the number of Convertible Awards must be reduced in the same ratio as Shares and, if applicable, the exercise price must be amended in the inverse proportion to that ratio; and
(vi) in any other case, the number of Convertible Awards or exercise price (if applicable), or both, must be reorganised so that the Participant holding the Convertible Awards will not receive any benefit that Shareholders do not receive.
(b) Any calculations or adjustments which are required to be made will be made by the Directors and will, in the absence of manifest error, be final and conclusive and binding on the Company and a Participant who holds Convertible Awards.

10.4 Restriction on exercise

Convertible Awards may not be exercised or otherwise converted into Plan Shares during the Restriction Period, unless expressly approved by the Board in writing.

10.5 Restrictions on transfer

Convertible Awards will not be transferrable or assignable by a Participant:

(a) unless expressly approved by the Board in writing, at its absolute discretion; or

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(b) except in relation to a transfer or the transmission of Convertible Awards to the executor, administrator or legal personal representative of a Participant on the death or Permanent Disablement of such Participant.

10.6 Maximum term

Without limiting any earlier expiry date stated in, or determined by the terms of, an Offer, a Convertible Award which has not been exercised will expire on the date that is 7 years after the date on which it became exercisable or such earlier date as required by the Listing Rules.

10.7 Cashless exercise

(a) Unless expressly excluded in an Offer, each Convertible Award under which an exercise price is payable (e.g. a Plan Option) will be deemed to contain the following term, in lieu of paying the aggregate exercise price on exercise of Awards, the holder of the Award may elect to accept issue of that number of Plan Shares which is equal in value to the difference between the aggregate exercise price otherwise payable on those Awards and the Market Value of the corresponding Plan Shares, determined accordance with the following formulae:

S = NO x [(MV-EP) ÷ MV]

where:

S is the number of Plan Shares to be issued on the exercise of the Convertable Awards;
NO equals the number of Convertible Awards being exercised;
MV is the market value of Shares (calculated using the volume weighted average price at which Shares were traded on the ASX over the 5 trading days immediately prior to the date of exercise); and
EP equals the exercise price otherwise payable on the exercise of Awards.
(b) For the purposes of rule 10.7(a), any entitlement to a fraction of a Plan Share will be rounded down to the nearest whole Share.
(c) Rule 10.7(a) does not apply, and no election under that rule may be made by a holder of Awards, if:
(i) the Market Value of Plan Shares calculated under rule 10.7(a) would be less than the aggregate exercise price of the relevant Awards; or
(ii) a valuation of Plan Shares cannot be determined under rule 10.7(a), unless the Board determines otherwise.

10.8 Winding-up

All Convertible Awards lapse and are cancelled on winding-up of the Company.

11. Vesting of Awards

11.1 Determination of Vesting Conditions

The Board may, when Awards are offered, determine that the Awards issued or to be acquired will be subject to Vesting Conditions, at the Board’s absolute discretion.

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11.2 Vesting

(a) Awards which are subject to Vesting Conditions cannot vest in the Participant until such time as those Vesting Conditions have been satisfied or waived.
(b) Awards held by a Participant will vest upon the satisfaction of the Vesting Conditions for those Awards, as specified in the Offer and otherwise under these Rules.
(c) If rule 11.2(a) applies, the Participant will become liable to repay any Financial Assistance (or a relevant portion of that Financial Assistance) provided by the Company in relation to the vested Awards.
(d) The Board may, at its absolute discretion, waive any Vesting Condition applicable to an Award:
(i) provided that such waiver is in writing and the waiver is not prohibited by these Rules; and
(ii) subject to any further conditions that the Board so determines.

11.3 Non-satisfaction of Vesting Conditions

(a) The non-satisfaction of Vesting Conditions applicable to any Awards which are Plan Shares will result in those Plan Shares being dealt with under rule 15.
(b) The non-satisfaction of Vesting Conditions applicable to any Awards which are Plan Options, Plan Performance Rights or Plan Service Rights will result in those Awards automatically lapsing and being cancelled.
(c) Without limiting the Board’s power to determine or impose Vesting Conditions, Vesting Conditions may include:
(i) a condition that the Eligible Person remain as an employee, contractor or officer (as the case may be) of a Group Company for a stipulated minimum period;
(ii) a condition that any stipulated performance criterion be satisfied by the Eligible Person;
(iii) a condition that certain specified milestones in connection with the business of a Group Company be completed within a specified time or in a specified manner; and
(iv) a condition that the value of Shares attain a specified price (or remain at a specified price for a specified number of days) within a specified period.

12. Restricted Awards

12.1 Determination of restrictions

The Board may, in its sole and absolute discretion, determine prior to an Offer being accepted, whether any Awards to be issued to a Participant will be Restricted Awards which are subject to restrictions on the disposal of, the granting (or purporting to grant) of any Security Interest in or over, or otherwise on dealing with (or purporting to dispose or deal with), such Awards.

12.2 Restrictions

(a) An Award will be a Restricted Award for the purposes of these Rules until any applicable Restriction Period has elapsed or been waived by the Board in accordance with these Rules.

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(b) Subject to rules 7 and 15, a Participant must not, without the Board’s prior written consent:
(i) transfer, sell or otherwise dispose of any legal or beneficial right, title or interest of the Participant in a Restricted Award; and
(ii) grant any Security Interest over any legal or beneficial right, title or interest of the Participant in a Restricted Award.
(c) The Company may do such things and enter into such arrangements with the Company’s securities registry or otherwise as it considers necessary to enforce the transfer restrictions set out in rule 12.2(b), including but not limited to imposing a Holding Lock on the Plan Shares or using an employee share trust to hold the Plan Shares during the relevant Restriction Period. Participants will be bound by any action by the Company under this rule 12.2(c).
(d) For the avoidance of doubt, the imposition of a restriction on the Plan Shares held by a Participant pursuant to rule 12.2(b) will not affect the Participant’s entitlement to receive a notice of, or to vote or attend at, a meeting of the members of the Company or Shareholders, and to receive any dividends declared by the Company during the relevant Restriction Period.
(e) Without limiting this rule 12, all Awards which are subject to Salary Sacrifice obligations will be Restricted Awards until those Salary Sacrifice obligations have been satisfied in full, unless the Board determines otherwise.

12.3 Securities Trading Policy

If the Company has a Securities Trading Policy, each Participant must comply with the policy to the extent applicable to that Participant.

12.4 Bonus issues

If the Company makes a bonus issue on a pro rata basis to holders of Restricted Awards, the securities issued under the bonus issue will be subject to the balance of the Restriction Period that applied to the Restricted Awards.

13. Change of Control Events

13.1 Notification

The Board must, as soon as practicable, notify all Participants if a Change of Control Event occurs or is proposed.

13.2 Vesting and participation

Subject to rules 19 and 20.3, if a Change of Control Event occurs:

(a) the Participant may accept or participate in the relevant Change of Control Event transaction in relation to all or any part of the Participant’s Restricted Awards for which the Vesting Conditions have been satisfied; and
(b) all unvested Convertible Awards will vest.

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14. Dividends and Voting Rights

14.1 Plan Shares

(a) A Participant who holds Awards which are Plan Shares (including Plan Shares that are Restricted Awards) is entitled to receive:
(i) a notice of a meeting of the Shareholders and may exercise (whether in person or by proxy, attorney or corporate representative) any voting rights attaching to those Plan Shares; and
(ii) income deriving from those Plan Shares, including dividends and distributions declared or paid on those Plan Shares.
(b) If Plan Shares have been acquired by and are held by a trustee for a Participant (pursuant to rule 9.4) on an allocated basis using Salary Sacrifice contributions made by that Participant, the Participant has the right to:
(i) exercise, or to direct the trustee to exercise on their behalf, any voting rights attaching to those Plan Shares; and
(ii) receive income deriving from those Plan Shares including all dividends and distributions declared or paid on those Plan Shares.

14.2 Convertible Awards

Holders of Convertible Awards do not have any of the following rights unless and until Plan Shares are allocated or acquired on vesting and exercise (as applicable) of those Convertible Awards pursuant to these Rules, or to the extent otherwise required by applicable law:

(a) the right to receive notice of, attend and vote at general meetings of the Company;
(b) the right to dividends by the Company;
(c) the right to a return of capital by the Company; or
(d) the right to participate in the surplus assets of the Company on winding-up.

15. Buy-back or Transfer of Awards

15.1 Relevant events

Subject to rule 15.4, the Company may buy back and cancel, or require the transfer of, Awards of a Participant if:

(a) the Participant agrees to transfer those Awards to the Company or to have them bought back:
(i) in satisfaction of the amount owed by the Participant under any Financial Assistance under rule 7.2; or
(ii) if the Vesting Conditions applicable to those Awards are not satisfied (or waived) in accordance with their terms;
(b) the Awards are subject to forfeiture under rule 17; or
(c) the Company and the Participant otherwise agree in writing that the Awards will be bought back and cancelled by the Company, or transferred, under this rule 15.

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15.2 Consideration

(a) Unless these Rules state otherwise, the consideration payable by the Company, or that the Company must procure a third party to pay, to the Participant for the buy back and cancellation or transfer of Awards under this rule 15 will be the Acquisition Price actually paid by the Participant for those Awards, less the amount of any Financial Assistance outstanding.
(b) If the calculation of the consideration under rule 15.2(a) results in a negative number, the consideration is deemed to be $10.
(c) The Board may, in its absolute discretion, determine that the Company should pay to the Participant a greater amount of consideration that the amount calculated under rule 15.2(a).

15.3 Implementation

(a) The Company and a Participant must do all things necessary or desirable to effect a buy-back and cancellation or transfer of Awards as required under this rule 15.
(b) Each Participant irrevocably appoints the Company and each of its Directors as the Participant’s joint and several attorneys to do all acts and to sign all documents necessary or desirable on the Participant’s behalf for the purposes of this rule 15.
(c) If the Board has elected that Awards are to be transferred to a third party pursuant to this rule 15, the Board may direct the Participant to transfer those Awards to the relevant third party and such transfer will discharge the Participant’s obligation to pay the Financial Assistance applicable to those Awards (if any).

15.4 Legal compliance condition

The Company’s ability to buy back Awards under this rule 15 is conditional upon all applicable legal, regulatory and Shareholder approval requirements (if any) being satisfied.

16. Cash Settlement

16.1 Application

This rule 16 applies in relation to any Awards for which an Acquisition Price is to be made by the Participant (or other holder of the Awards) to the Company on vesting or exercise of the Award (e.g. the exercise price payable in relation to a Plan Option).

16.2 Board determination

(a) The Board may determine that it is appropriate to settle vested or exercised Awards (as the context requires) by payment to the Participant of a cash amount in lieu of issuing Plan Shares where issue of Plan Shares would not be appropriate or would be unduly burdensome to the Company, including for legal, tax, accounting or compliance reasons.
(b) If the Board makes a determination under rule 16.2(a):
(i) the Company must pay the Participant (including by cheque or electronic funds transfer) an amount in cash that is equal to the Market Value of the relevant Award calculated as at the date of vesting or exercise (whichever is the later) of the Award, less any unpaid exercise price or other amount payable by the Participant to the Company for the Award or resulting Plan Share, in lieu of the Company’s obligation to issue a Plan Share under that Award; and

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(ii) upon making the payment under rule 16.2(b)(i), the Company is no longer obligated to issue the Plan Share on vesting and exercise of the relevant Award.

17. Forfeiture of Awards

17.1 Forfeiture events

(a) Unless the Board determines otherwise, Awards will be subject to forfeiture if any of the following events occurs:
(i) during the Restriction Period, the Participant to whom the Awards were first issued is Dismissed or Resigns;
(ii) the Vesting Conditions for those Awards are not satisfied:
- (A) in which case a proportion of the Awards may be forfeited, such proportion to be at the absolute discretion of the Board; or
- (B) below a minimum threshold, in which case all Awards subject to such Vesting Conditions will be forfeited;
(iii) if the Awards are Loan-Funded Awards:
- (A) the Participant breaches any term under which the Financial Assistance is provided by the Company (including under the relevant Loan Agreement);
- (B) any Financial Assistance or any portion of it has become due and payable and the Participant has not paid such amount to the Company;
(iv) the Company and a Participant agree in writing that specific Awards will be forfeited; or
(v) these Rules otherwise provide that the Awards will be forfeited.
(b) The Board may, at its absolute discretion, elect to waive forfeiture in relation to any Awards (or any number of Awards) if an event under rule 17.1 occurs, whether held by one or any group of Participants, in which case those Awards will not be subject to forfeiture as a result of that specific forfeiture event.
(c) The Board’s exercise of its right of waiver under rule 17.1(b) will not prevent the relevant Awards from become subject to forfeiture as a result of another or a subsequent event specified in rule 17.1.

17.2 Effect of forfeiture on Plan Shares

If any Awards which are Plan Shares are subject to forfeiture under rule 17.1, and the Board does not exercise its right of waiver under rule 17.1(b), then:

(a) the Board will determine whether those Plan Shares are to be bought-back in accordance with rule 15 or transferred to a new Participant;
(b) to the extent permitted by law, the Participant will forfeit and cease to have any right, interest or entitlement to those Plan Shares; and
(c) unless the Board determines otherwise, the Participant will not have any right, interest or entitlement in or to any proceeds from the buy back or transfer of the Plan Shares and the

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Participant releases the Company from any claim that the Participant may have in relation to the same.

17.3 Effect of forfeiture on Convertible Awards

If any Awards which are Convertible Awards are subject to forfeiture under rule 17.1, and the Board does not exercise its right of waiver under rule 17.1(b), then:

(a) those Convertible Awards will lapse and be cancelled;
(b) to the extent permitted by law, the Participant will forfeit and cease to have any right, interest or entitlement to those Convertible Awards; and
(c) the Participant releases the Company from any claim that the Participant may have in relation to forfeiture of the Convertible Awards.

18. Amendments to Awards

18.1 Legal compliance

The Board may amend the terms and conditions of any Awards (including Vesting Conditions) as necessary to comply with an applicable law or regulatory requirement, including the Corporations Act, the Listing Rules or any directions of the Exchange regarding the Awards.

18.2 Non-material amendment to Vesting Conditions

Subject to restrictions under applicable law, the Company may amend any Vesting Conditions applicable to an Award by notice in writing to the relevant Participant, provided such variation is not materially adverse to the Participant holding the relevant Awards.

18.3 Amendments by agreement

To the extent permitted by law, the terms of any Award may be amended if the amendment agreed by the Company and the relevant Participant in writing.

19. Takeover Restrictions

19.1 Application

This rule 19 applies if and for so long as the Company is, for the purposes of the Corporations Act a ‘listed corporation’ (as defined in the Corporations Act) or an unlisted corporation with more than 50 Shareholders, in which case this rule is a term of each Award.

19.2 Restriction on issue

The Company must not issue or procure the transfer of any Awards (or a number of those Awards) to the extent that it would result in a person contravening section 606 of the Corporations Act ( Takeover Restriction ).

19.3 Deferral of exercise or vesting

If the vesting or exercise of any Awards (or a number of those Awards) would result in any person contravening the Takeover Restriction, then any purported vesting or exercise of those Awards (or any part thereof) will be deferred until such later time or times that it would not result in a contravention of the Takeover Restriction.

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19.4 Assumption

(a) The Company may assume that the issue, transfer, vesting or exercise of Awards (or part thereof) will not result in any person being in contravention of the Takeover Restriction, unless the Board has actual knowledge to the contrary.
(b) An Eligible Person or a Participant must notify the Company immediately if the Eligible Person or the Participant has reason to suspect that the issue, transfer, vesting or exercise of any Awards would result in the Eligible Person or the Participant, or their respective Associates, contravening the Takeover Restriction.

20. Listed Public Company Provisions

20.1 Application

This rule 20 applies if and for so long as the Company is listed on the Exchange, in which case this rule is a term of each Award.

20.2 Rules of Exchange

(a) These Rules are deemed to include any term that is required to be included pursuant to the Listing Rules.
(b) The Listing Rules will prevail to the extent of any conflict or inconsistency with these Rules.

20.3 Release of conditions

In the event that a Trigger Event occurs, then:

(a) subject to rule 20.4, the Vesting Conditions are released and cease to apply for Restricted Awards equal in number to 10% of the Shares on issue at that time, such that those Restricted Awards may vest and be exercised (as applicable);
(b) if the Company has more than one class of Restricted Award on issue, the release and cessation of Vesting Conditions under rule 20.3(a) will be completed on a pro rata basis for each class of Restricted Award such that the total number of Restricted Awards that may vest across all classes is equal to 10% of the Shares on issue at that time; and
(c) the release and cessation of Vesting Conditions under rule 20.3(a) will be completed on a pro rata basis for each Participant who holds Restricted Awards.

20.4 Secondary trading restrictions

(a) The Company is not required to issue Plan Shares (including on the exercise or conversion of Convertible Awards) unless and until it is satisfied that those Plan Shares will be free from any secondary trading restrictions under section 707 of the Corporations Act at the time of issue.
(b) If the Company is unable to issue a Cleansing Statement in relation to the proposed issue of any Plan Shares on the basis it does not satisfy the requirements under the Corporations Act for doing so:
(i) the Company may defer the issue of Plan Shares for up to 60 days, or until it is able to do so, whichever is the earlier in time; and

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(ii) if the Company would not be able to issue a Cleansing Statement before the expiry of the 60 day period referred to in rule 20.4(b)(i), the Company must within that 60 period:
(A) lodge with ASIC a prospectus prepared in accordance with Chapter 6D of the Corporations Act offering Shares; or
(B) apply to ASIC for relief under section 741 of the Corporations Act to permit the Company to issue a Cleansing Statement notwithstanding that it may not satisfy the requirements set out in section 708A(5) or (6) of the Corporations Act.

21. Termination Benefits

21.1 Application

This rule 21 applies to all termination payments to which Part 2D.2 Division 2 of the Corporations Act applies.

21.2 Restrictions

(a) Despite any other provision of these Rules, the Company is not required to provide, or procure the provision, of any benefit under these Rules which is not:
(i) approved by the Company’s shareholders under section 200E of the Corporations Act; or
(ii) otherwise permitted by Part 2D.2 Division 2 of the Corporations Act.
(b) For the purposes of rule 21.2(a):
(i) the Company may seek or not seek shareholder approval in its discretion;
(ii) any benefits required to be provided to a Participant in accordance with these Rules will be reduced to ensure compliance with Part 2D.2 of the Corporations Act and the provision of such reduced benefit will constitute full satisfaction of the obligations of each member of the Group; and
(iii) in the event of overpayment to a Participant, the Participant must, on receiving written notice from the Board, immediately repay any moneys or benefits specified in such notice to ensure compliance with Part 2D.2 of the Corporations Act.

22. Taxation

22.1 Exclusion of liability

Neither the Company nor its Directors, officers, employees, contractors, representatives or agents take any responsibility to assume any liability for the taxation liabilities of Participants that arise in relation to the issue, transfer, exercise or vesting of Awards.

22.2 Participant’s obligations

(a) Each Participant is responsible for the income tax (including any levies, charges and surcharges imposed or collected with income tax) and superannuation liabilities arising in relation to the issue, transfer, vesting, exercise or dealing in an Award.

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(b) The Company may account for any liabilities under rule 22.2(a), including by withholding or deducting such liabilities from any entitlements of a Participant or as otherwise set out in these Rules.

23. Prohibition on Hedging

A Participant must not enter into any transaction or arrangement, including by way of Derivatives or similar financial products, which limit the economic risk of holding unvested Awards.

24. Power of Attorney

A Participant must grant to any person nominated from time to time by the Board, an irrevocable power of attorney in the form set out in an Offer or such other form determined by the Board, for the purposes of ensuring compliance with the Rules and the terms of the Offer.

25. Privacy

By participating in the Plan, a Participant consents to the holding and processing of information and data (including ‘personal information’ within the meaning given to that term under the Privacy Act 1988 (Cth)) provided by the Participant for the purposes of the Plan, which may include:

(a) administering and maintaining records held in relation to the Participant;
(b) providing information to members of the Group, registrars, stockbrokers or third party administrators of the Plan (if any) oar advisers of the Company; and
(c) providing information to corporate advisers or potential future third party purchasers in relation to a sale of shares in a member of the Group, or the business and assets of a member of the Group.

26. Termination, Suspension or Amendment of the Plan

Subject to any applicable laws, the Plan will take effect when the Board decides and may be suspended, terminated or amended at any time by resolution of the Board.

27. ASIC Modifications

(a) Notwithstanding any other provision of the Plan, every condition or other provision set out in an ASIC Modification which is relied upon by the Company in relation to the Plan, or which otherwise applies to the Plan and required to be included in the Plan in order for that ASIC Modification to have full effect, is deemed to be contained in the Plan.
(b) To the extent that any condition or other provision deemed by this rule 27 to be contained in the Plan is inconsistent with any other provision in the Plan, the deemed condition or other provision will prevail.

28. Miscellaneous Provisions

28.1 Notices

(a) A notice or other communication under or concerning the Plan is validly given:
(i) by the Company to a Participant, if delivered personally to the addressee or sent by prepaid post to his, her or their last known residential address, or sent to him, her or them by facsimile or email at his, her or their place of work or posted on an electronic noticeboard maintained by the Company and accessible by the Participant; and

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(ii) by a Participant to the Company if delivered or sent by prepaid post addressed to, as appropriate, the Company secretary of the Company at the Company’s registered office (or any other address the Board specifies).
(b) A notice or other communication sent by post will be treated as received 48 hours after it was posted.

28.2 Brokerage

Broker’s fees or commissions are not payable by an Eligible Person for the issue of Awards pursuant to this Plan.

28.3 Costs, charges and duties

The Company:

(a) is not responsible for any costs, charges or duties which are or may become payable on the transfer, allotment and issue of Awards under the Plan or any other dealing with the Awards; and
(b) may make any withholding or payment which it is required by law to make in connection with the Plan or the Awards.

28.4 Register

The Company will establish and maintain a register of Participants.

28.5 Other plans

Neither the adoption of the Plan by the Board nor any provisions of these Rules will be construed as creating any limitation on the power of the Board to adopt such additional remuneration arrangements as it may deem desirable, including without limitation, the issuing of Awards and bonuses otherwise than under the Plan, and any such arrangements may be either generally applicable or applicable only in specific cases.

28.6 Governing law

The Plan and these Rules are governed by the laws applicable in Western Australia.

28.7 Severance

If any provision in these Rules is void, voidable by any party, or illegal, it is to be read down so as to be valid and enforceable or, if it cannot be read down, the provision (or where possible, the offending words) must be severed from these Rules to the extent that it does not affect the validity, legality or enforceability of the remaining provisions (or parts of those provisions) of these Rules will continue in full force and effect.

28.8 Interpretation

(a) This rule 28.8 applies to the interpretation of these Rules, unless the context requires otherwise.
(b) If a word or phrase is defined, then its other grammatical forms have a corresponding meaning.

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(c) Where any word or phrase is given a definite meaning in these Rules, any part of the speech or other grammatical form of that word or phrase has a corresponding meaning.
(d) The singular includes the plural and vice versa.
(e) A reference to:
(i) a gender includes any gender;
(ii) a living thing includes a reference to an inanimate thing and vice versa;
(iii) a rule or schedule is a reference to a rule or schedule to these Rules;
(iv) a document includes a variation or replacement of that document;
(v) a statute includes its subordinate legislation and a modification, replacement or reenactment of either;
(vi) these Rules includes a schedule to these Rules;
(vii) a power, right or discretion being exercisable by the Board is taken to be a reference to that power, right or discretion being exercisable by a delegate of the Board;
(viii) an application or offer to participate in the Plan includes any process implemented by the Board to provide for deemed applications;
(ix) person includes a reference to:
- (A) an individual, a body corporate, a trust, a partnership, a joint venture an unincorporated body or other entity, whether or not it is a separate legal entity; and
- (B) the person’s personal representatives, successors and assigns;
(x) a thing, including a right, is a reference to either the whole thing or a part of the thing;
(xi) “listed” in relation to a corporation means a corporation which is “listed” for the purposes of section 9 of the Corporations Act, and “unlisted” has the opposite meaning;
(xii) “issue” in relation to an Award includes the grant of that Award;
(xiii) an obligation includes a warranty or representation, and a reference to a failure to observe or perform an obligation includes a breach of warranty or representative
(xiv) Australia is to the Commonwealth of Australia, including any State or Territory of the same;
(xv) currency is to Australian currency unless specified otherwise;
(xvi) time is to Australian Western Standard Time unless specified otherwise;
(xvii) a day is a reference to the period which starts at midnight and ends 24 hours later;
(xviii) a right includes a benefit, remedy, discretion or power, and vice versa; and
(xix) an obligation includes a duty, and vice versa.

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(f) The words “include”, “includes”, “including” and similar words are not words of limitation and do not restrict the interpretation of a word or phrase in these Rules.
(g) Where any calculation or adjustment to be made pursuant to these Rules produces a fraction of a cent or a fraction of an Award, the fraction will be rounded to the nearest whole number.
(h) Part performance of an obligation does not constitute performance of that obligation.
(i) A term, condition or warranty in these Rules in favour of or on the part of two or more people benefits or binds them jointly and severally.
(j) If the date on which a thing must be done is not a Business Day, then that thing must be done on the next Business Day.
(k) If a period of time runs from a given date, act or event, then the time is calculated exclusive of the date, act or event.
(l) A rule is not to be construed against the Company on the ground that the Company is responsible for the preparation of these Rules.
(m) A heading in these Rules is for convenience only and does not affect the interpretation of these Rules.
(n) Any word or phrase used in these Rules which is not defined in these Rules, but which is defined in the Listing Rules, has the same meaning given to that word or phrase in the Listing Rules.
(o) A reference to the Listing Rules has effect only if and for so long as the Company is listed on the Exchange and is otherwise to be disregarded (save where any term is defined by reference to the meaning given to it in the Listing Rules).

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Equity Incentive Plan Rules Unity Metals Limited (ACN 678 776 899)

Schedule – Glossary

The following definitions apply in these Rules, unless inconsistent with the context:

Acceptance	means the acceptance of an Offer, in such form as the Board may from time to
	time determine.
Acceptance Form	means form of an Acceptance, as approved by the Board from time to time.
Acceptance Period	means the period in which an Offer may be accepted, as set out in the Offer.
Acquisition Price	means the price (if any) payable for the issue or transfer of an Award, as set out in
	an Offer, and in the case of Awards for a Convertible Award which is issued or
	transferred for nil consideration, includes the exercise price or other consideration
	payable for the issue of the Plan Share on exercise or conversion of that
	Convertible Award.
ASIC	means the Australian Securities & Investments Commission.
ASIC Modification	means an exemption or modification to the Corporations Act granted by ASIC
	pursuant to ASIC’s power to grant such exemption or modification under the
	Corporations Act, including in the form of a class order or legislative instrument.
Associate	in relation to a person, has the meaning given to that term in sections 10 to 17 of
	the Corporations Act.
Associated Entity	has the meaning given to that term in section 50AAA of the Corporations Act.
Award	means an ESS Interest as determined by the Board for the purposes of this Plan,
	including a Plan Share, Plan Option, Plan Performance Right or Plan Service Right.
Board	means the Board of Directors of the Company from time to time.
Business Day	means:
	(a) if and for so long as the Company is listed on the Exchange, a “business day”
	as defined in the Listing Rules; or
	(b) otherwise, a day other than a Saturday, Sunday, public holiday or bank
	holiday in Perth, Western Australia.

Change of Control Event means any one or more of the following events:

(a) a takeover bid under Chapter 6 of the Corporations Act is made to acquire all of the issued Shares, and the Board resolves to recommend the bid be accepted by Shareholders;
(b) a meeting of Shareholders is convened by court order to vote on a proposed scheme of arrangement under Part 5.1 of the Corporations Act under which all of the issued Shares will be acquired by a person who is not a Group Company; or
(c) a selective capital reduction or other transaction which, if completed, will have substantially the same effect as the events in paragraphs (a) or (b) of this definition;
(d) a meeting of Shareholders is convened to consider a proposed resolution for

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Equity Incentive Plan Rules Unity Metals Limited (ACN 678 776 899)

the winding-up of the Company;

(e) the Board determines, in its reasonable opinion, that ‘control’ (within the meaning given to that term under the Corporations Act) of the Company has or is likely to change or pass to one or more persons, none of which is a Group Company; or
(f) any other event determined by the Board in good faith to constitute a “Change of Control Event” for the purposes of these Rules,

but, for the avoidance of doubt, does not include any internal reorganisation of the structure, business and/or assets of the Company.

Cleansing Statement means a written notice issued by the Company to the Exchange pursuant to section 708A(5) of the Corporations Act and which satisfies the requirements for section 708A(6) of the Corporations Act.

Company

means Unity Metals Limited (ACN 678 776 899).

Constitution means the constitution of the Company, as amended from time to time.

Corporations Act means the Corporations Act 2001 (Cth).

Convertible Award

means an ESS Interest that converts or otherwise gives rise to an entitlement to receive (whether on exercise, vesting or otherwise) a Plan Share(s) in accordance with these Rules, including a Plan Option, a Plan Performance Right or a Plan Service Right.

Derivative

includes:

(a) a ‘derivative’ within the meaning given to that term in section 761D of the Corporations Act (such as options, forward contracts, swaps, futures, warrants, caps and collars); and
(b) any other transaction in financial products which operate to limit (in any way) the economic risk associated with holding the relevant securities.

Director

means a director of the Company.

Dismissal

in relation to a Participant, means the Participant:

(a) is dismissed from employment, is removed from his, her or their position with a Group Company, or has their contract of engagement terminated for any one or more of the following reasons:
(i) material breach of the terms of any contract of employment, engagement or office entered into by the Group Company;
(ii) a negligent act or omission; or
(iii) other conduct justifying termination of employment, engagement or office without notice either under the Participant’s contract of employment, engagement or office, or at common law;
(b) ceases his, her or their employment, engagement or office for any reason and commences employment, engagement or office, or otherwise acts, in breach of any post termination restrictions contained in his, her or their contract of employment, engagement or office entered into by the relevant Group Company and the Participant; or;
(c) is ineligible to hold his, her or their office pursuant to the Corporations Act or any other applicable law.

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Equity Incentive Plan Rules Unity Metals Limited (ACN 678 776 899)

Eligible Person

means:

(a) an employee of the Company or any of its Associated Entities;
(b) a director of the Company or any of its Associated Entities;
(c) an individual who provides services to the Company or any of its Associated Entities;
(d) a prospective person to whom paragraph (a), (b) or (c) of this definition may apply;
(e) any other person who is a ‘primary participant’ as defined in section 1100L(1)(a) of the Corporations Act in relation to the Company or any of its Associated Entities; or
(f) any other person who is a ‘related person’ of the ‘primary participant’ (as defined in section 1100L(1)(b) of the Corporations Act) referred to in paragraph (e) of this definition.

ESS Division

means Division 1A of Part 7.12 of the Corporations Act.

ESS Interest

has:

(a) when the Company is listed on the Exchange, the meaning given to that term in section 1100M(1) of the Corporations Act; and
(b) when the Company is unlisted, the meaning given to that term in section 1100M(2) of the Corporations Act.

Exchange

means a ‘financial market’ within the meaning given to that term in section 767A of the Corporations Act, including ASX Limited (ACN 008 624 691) and the securities market operated by it known as the Australian Securities Exchange.

Exempt Investor

means a person referred to in section 708 of the Corporations Act or any applicable ASIC class order to whom securities may be issued or sold without providing disclosure under Chapter 6D of the Corporations Act.

Financial Assistance means a loan by the Company to a Participant to enable the Participant to acquire a Plan Share, made on and subject to these Rules.

Group Company

means the Company and any Related Body Corporate of the Company.

Holding Lock

means:

(a) a ‘holding lock’ within the meaning given to that term in ASX Settlement Operating Rules; or
(b) otherwise, an equivalent facility, mechanism or procedure that prevents a financial product from being deducted from, or entered into, a person’s registered holdings of financial products with the issuer of those financial products.

Insolvency Event

in relation to a Participant or a Participant’s Nominee, means any one or more of the following:

(a) a receiver, administrator, liquidator, bankruptcy trustee or similar officer is appointed to that Participant or the Nominee or in relation to any of their assets (as applicable);
(b) an application is made to a court for an order to appoint a person described in paragraph (a) of this definition and that application is not permanently

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Equity Incentive Plan Rules Unity Metals Limited (ACN 678 776 899)

stayed, withdrawn or dismissed within 21 days;

(c) that Participant or the Nominee enters into, or resolves to enter into, a deed of company arrangement, scheme of arrangement (other than for a solvent restructure), compromise or composition with any class of creditors;
(d) a resolution is passed or an application to a court is taken or an order is made for the winding-up, dissolution, official management or administration of that Participant or the Nominee;
(e) that Participant or the Nominee ceases, or is unable, to pay its creditors (or any class of them) in the ordinary course of business, or announces its intention not to pay its creditors;
(f) that Participant or the Nominee becomes an insolvent under administration within the meaning given to that term under the Corporations Act; or
(g) that Participant or the Nominee is, or states that it is, insolvent or is deemed to be insolvent under applicable bankruptcy or insolvency law.

ITAA97

Listing Rules

Loan Agreement

Loan-Funded Award

Market Value

means the Income Tax Assessment Act 1997 (Cth).

means the official listing rules of the Exchange.

means an agreement between the Company and a Participant for, and governing, the provision of Financial Assistance, in accordance with rule 7.2(b).

means an Award issued under rule 7.

in relation to securities (including Awards), means the market value of those securities at a point in time, by reference to:

(a) a method of valuation required by applicable law; or
(b) otherwise:
(i) for a valuation of Shares while the Company is listed on the Exchange, the volume-weighted average price (as that term is defined in the Listing Rules) of Shares traded over the 10 trading days preceding the day on which the valuation is taken to be conducted;
(ii) for valuation of Convertible Awards, a relevant pricing model or method of valuation under the accounting standards applicable to the preparation of financial reports by the Company, as determined by the Board; and
(iii) subject to paragraphs (b)(i) and (ii) of this definition, a method of valuation as determined by the Board.

Monetary Offer

Nominee

means an Offer for ‘monetary consideration’ within the meaning given to that term in section 1100Q of the Corporations Act.

in relation to an Eligible Person or a Participant (as the case may be), means:

(a) a company of which more than 50% of the voting shares are held or ‘controlled’ (within the meaning given to that term in section 50AA of the Corporations Act) by that Eligible Person or Participant;
(b) a trust of which that Eligible Person or Participant:
(i) controls the appointment of the trustee; and
(ii) is a primary beneficiary;

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Equity Incentive Plan Rules Unity Metals Limited (ACN 678 776 899)

(c) the spouse of that Eligible Person or Participant; or
(d) any other person who is a ‘related person’ as defined in section 1100L(1)(b) of the Corporations Act of the Eligible Person or the Participant.

Offer means an offer for the issue, sale or transfer (as applicable) of Awards made to an Eligible Person under the Plan.

Participant means an Eligible Person:

(a) to whom Awards have been issued or transferred (as applicable) under the Plan; or
(b) on whose behalf Awards have been issued or transferred (as applicable) to a Nominee of that Eligible Person under the Plan.

Performance Hurdle in relation to an Award, means a performance hurdle, milestone or event which must be satisfied or occur for that Award to vest in the Participant, as specified in an Offer of an Award. Permanent Disablement means:

(a) the illness or incapacity of the Eligible Person or Participant necessitating the permanent withdrawal of the Eligible Person or Participant from the work force, as accepted to the satisfaction of the Board; or
(b) any other circumstances which the Board considers should be treated as Permanent Disablement for the purposes of the Plan.

Plan means the Equity Incentive Plan for the Company established in accordance with these Rules. Plan Option means an option to subscribe for or otherwise acquire a Plan Share at a specified exercise price, issued under the Plan. Plan Performance Right means a contractual right under the Plan to be issued or transferred a Plan Share on satisfaction of a Performance Hurdle, whether exercisable by a Participant or not, and includes an ‘incentive right’ as defined in section 1100M(4) of the Corporations Act.

Plan Service Right means a contractual right under the Plan to be issued or transferred a Plan Share on satisfaction of a service-related Vesting Condition which is not a Performance Hurdle, whether exercisable by a Participant or not, and includes an ‘incentive right’ as defined in section 1100M(4) of the Corporations Act. Plan Share means any Share held by a Participant which is, or is received pursuant to, an Award. PPS Act means the Personal Property Securities Act 2009 (Cth). Related Body Corporate has the meaning given to that term in the Corporations Act. Resignation means the termination of an Eligible Person’s or a Participant’s employment, engagement or office with a Group Company by the volition of that Eligible Person or Participant, but does not include:

(a) Dismissal; (b) resignation from one Group Company to in order to become an employee or contractor for another Group Company;

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Equity Incentive Plan Rules Unity Metals Limited (ACN 678 776 899)

(c) taking study leave or a leave of absence approved by the Board;
(d) permanent retirement from the workforce;

(e) termination of the Eligible Person or Participant for redundancy; or (f) death or Permanent Disablement of the Eligible Person or Participant.

Restricted Award means an Award that is subject to a restriction on the sale, transfer, encumbering (including the grant of a Security Interest) or disposal of that Award, pursuant to these Rules or the terms of an Offer.

Restriction Period in relation to a Restricted Award, means the period during which the Restricted Award is subject to a restriction on sale, transfer, encumbering (including the grant of a Security Interest) or disposal, as specified in the Offer for that Restricted Award or otherwise under these Rules.

Rules means the rules of the Plan as set out in this document, as amended from time to time.

Salary Sacrifice means a contractual undertaking by a Participant to forgo part of their future pretax remuneration with a Group Company in return for Awards.

Securities Trading Policy means the Company’s policy for trading in Company securities by officers, employees and contractors of Group Companies, including for the purposes of the Listing Rules, as amended from time to time.

Security Interest means any one or more of the following, whether registered or unregistered, statutory, legal or equitable:

(a) a ‘security interest’ within the meaning given to that term under the PPS Act; or
(b) a mortgage, bill of sale, charge, lien, pledge, trust, power or retention of title arrangement, right of set-off, assignment of income, garnishee order or monetary claim, or a flawed deposit arrangement.
Share means a fully paid ordinary share in the Company.

Shareholder means a holder of a Share.

Tax Deferred Award means an Award issued under rule 8.

Trigger Event

means:

(a) a takeover bid under Chapter 6 of the Corporations Act is made in relation to the Company under which acceptances have been received for more than 50% of the Shares on issue and the bid is declared unconditional by the bidder; or
(b) a meeting of Shareholders is convened by court order to vote on a proposed scheme of arrangement under Part 5.1 of the Corporations Act under which all of the issued Shares will be acquired by a person who is not a Group Company.

Vesting Condition in relation to an Award, means a condition which must be satisfied or waived before the Award can vest or can be exercised (as applicable), as specified in the terms on which that Award was issued, including a Performance Hurdle (if applicable).

Page 31

AI assistant

UNITY METALS LIMITED — Governance Information 2026

65980_rns_2026-01-07_da47acaf-4ce6-4084-9f34-0e9011987fe1.pdf

E uit Incentive Plan Rules q y

Table of Contents

Equity Incentive Plan Rules

Unity Metals Limited (ACN 678 776 899)

1. Glossary

2. Introduction

2.1 Rules

2.2 Purpose

2.3

Implications and risks

3.

Operation of the Plan

3.1 Commencement

3.2

Application of Rules

3.3 Administration and Board powers

3.4

Indemnification

3.5

Separate schemes

3.6 ESS Division

3.7 Trust

4. Participation

4.1 Eligibility

4.2

Awards

4.3

Limitation on rights

5. Issuing Restrictions

5.1

Issue cap for Monetary Offers

5.2 Monetary cap for Monetary Offers while unlisted

5.3

Shareholder approvals

6. Offer and Acceptance of Awards

6.1 Form of Offers

6.2 Personal Offers

6.3

Acceptance

6.4

Effect of Acceptance

6.5

Nominees

6.6 Legal requirements

6.7

Salary Sacrifice agreement

7.

Loan-Funded Awards

7.1

Acquisition Price

7.2

Financial Assistance

(b)

Loan Agreements

(c)

Repayment events

(f)

Limited recourse

8. Tax Deferred Awards

8.1

Tax regime

8.2

Eligibility

8.3

Limitations

8.4 Restriction Period

9. Plan Shares

9.1 Rights

9.2 Quotation

9.3 Restriction

9.4 Trustee

10. Convertible Awards

10.1 Terms

10.2 New issues of securities

10.3

Reorganisation of capital

10.4 Restriction on exercise

UNITY METALS LIMITED Governance Information 2026