VEEM LTD

ASX MEDIA RELEASE 14 July 2021

ISSUE OF INCENTIVE PERFORMANCE RIGHTS

VEEM Limited (ASX: VEE) (‘VEEM’ or ‘the Company’), a designer and manufacturer of disruptive, high-technology marine propulsion and stabilization systems for the global luxury motor yacht, fast ferry, commercial workboat and defence industries, advises of the adoption of an Incentive Performance Rights and Option Plan (“Plan”), and the issue of Performance Rights under that Plan.

At the time of the Company’s IPO in 2016, the Company had adopted an Incentive Option Plan which has now been expanded to the Incentive Performance Rights and Option Plan. Details of the Plan as adopted by the Board of the Company is attached to this release.

VEEM is pleased to advise of the issue of 150,000 Performance Rights under the Plan to its Chief Financial Officer Mr David Rich, which has been undertaken under the Company’s placement capacity pursuant to ASX Listing Rule 7.1 given the Plan is yet to be approved by shareholders of the Company.

The key terms of the Performance Rights issued to Mr Rich are as follows:

50,000 Performance Rights which vest on 12 months from date of issue and upon the 30-day Volume Weighted Share Price of the Company being $1.50 or above at any time up to expiry.
50,000 Performance Rights which vest on 24 months from date of issue and upon the 30-day Volume Weighted Share Price of the Company being $2.00 or above at any time up to expiry.
50,000 Performance Rights which vest on 36 months from date of issue and upon the 30-day Volume Weighted Share Price of the Company being $2.50 or above at any time up to expiry.
All Performance Rights have an accelerated vesting condition on a change of control event at any time up to expiry.
All Performance Rights expire 3 years and 1 month from date of issue, being 14 August 2024.

An Appendix 3G: Notification of issue, Conversion or Payment of Unqouted Equity Securities follows as a separate release.

This ASX announcement was authorised for release by VEEM Managing Director, Mark Miocevich.

Further information:

VEEM Managing Director CFO & Company Secretary Investor Relations Mark Miocevich David Rich Simon Hinsley +61 8 9455 9355 +61 8 9455 9355 +61 401 809 653 [email protected]

VEEM LIMITED P.O.Box 1542, ABN 51 008 944 009 Canning Vale, ASX: VEE Western Australia 6970

veem.com.au

ASX MEDIA RELEASE 14 July 2021

ABOUT VEEM LIMITED (ASX: VEE)

VEEM Ltd is a designer and manufacturer of disruptive, high-technology marine propulsion and stabilization systems for the global luxury motor yacht, fast ferry, commercial workboat and defence industries. VEEM’s market-leading Gyrostabilizers significantly reduce the rolling motion of vessels in waves, increasing on-sea time and improving personnel safety and operating efficiency in a wide range of ocean conditions.

VEEM is the world’s only commercial volume manufacturer of fully CNC machined monobloc propellers, enabling previously unattainable high speeds, low vibrations, low noise and reduced fuel consumption for marine vessels.

VEEM Forever Pipe is a highly innovative piping solution for the minerals processing industry that brings an order of magnitude increase in usable life with the advantage that wear can be measured throughout its life for increased safety and improved planned maintenance scheduling.

A BAE Systems Type 26 Frigate, HMS Glasgow, under construction. The Type 26 Frigate is the reference ship design for the Hunter Class Frigates. VEEM manufactures high technology bespoke components for the Defence, Mining and Processing industries.

VEEM consistently generates essential profits, cash flow and dividends while also reinvesting in research and development for new products and processes.

VEEM is proudly headquartered in Perth, Western Australia, operating from a 14,700 sqm purpose-built fabrication and manufacturing facility, including Australia’s largest non-ferrous foundry. VEEM employs approximately 200 staff in Australia, including graduates and apprentices, and maintains a highly-skilled research and development team in-house. Celebrating its 50th anniversary in business in 2018, VEEM listed on the Australian Securities Exchange in 2016.. www.veem.com.au

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VEEM LIMITED P.O.Box 1542, ABN 51 008 944 009 Canning Vale, ASX: VEE Western Australia 6970

veem.com.au

VEEM LTD ACN 008 944 009 (Company)

PERFORMANCE RIGHTS AND OPTION PLAN

TABLE	OF CONTENTS	OF CONTENTS
1.	DEFINITIONS AND INTERPRETATION ......................................................................... 3
	1.1	Definitions ...................................................................................................... 3
	1.2	Interpretation ................................................................................................ 7
2.	PURPOSE ................................................................................................................... 8
3.	COMMENCEMENT AND TERM .................................................................................. 8
4.	OFFER	OF AWARDS .................................................................................................. 8
	4.1	Offer ............................................................................................................... 8
	4.2	Offer Document ........................................................................................... 9
	4.3	Personal Offer ................................................................................................ 9
	4.4	Nominee ........................................................................................................ 9
	4.5	Minimum Contents of Offer Document ..................................................... 9
	4.6	Number of Awards ....................................................................................... 9
	4.7	No Consideration........................................................................................ 10
	4.8	Option Exercise Price ................................................................................. 10
	4.9	Vesting Conditions ...................................................................................... 10
	4.10	Share Restriction Period ............................................................................. 10
	4.11	Deferred Taxation ....................................................................................... 10
	4.12	Quotation of Awards ................................................................................. 10
	4.13	Limit on Offers .............................................................................................. 10
5.	ACCEPTANCE OF OFFER ........................................................................................ 11
	5.1	Acceptance of Offer ................................................................................. 11
	5.2	Board’s right to reject................................................................................. 11
	5.3	Participant Agrees to be Bound ............................................................... 11
	5.4	Lapse of Offer ............................................................................................. 11
6.	GRANT OF AWARDS ............................................................................................... 11
	6.1	Grant of Awards ......................................................................................... 11
	6.2	Approvals ..................................................................................................... 12
	6.3	Restrictions on Transfers, Dealings and Hedging .................................... 12
7.	VESTING AND EXERCISE OF AWARDS ................................................................... 12
	7.1	Vesting Conditions ...................................................................................... 12
	7.2	Vesting Condition Exceptions ................................................................... 12
	7.3	Exercise on Vesting ..................................................................................... 13
	7.4	One or Several Parcels ............................................................................... 13
8.	ISSUE OF SHARES .................................................................................................... 13
	8.1	Issue of Shares ............................................................................................. 13
	8.2	Blackout Period, Takeover Restrictions and Insider Trading .................. 14
	8.3	Withholding ................................................................................................. 14
	8.4	Rights attaching to Shares ......................................................................... 14
	8.5	Share ranking .............................................................................................. 14
	8.6	Quotation on ASX ....................................................................................... 14
	8.7	Sale of Shares .............................................................................................. 15
9.	RESTRICTION ON DEALING IN SHARES .................................................................. 15
	9.1	Restriction Period ........................................................................................ 15
	9.2	Waiver of Restriction Period ...................................................................... 15
	9.3	No disposal of Restricted Shares ............................................................... 15
	9.4	ASX Imposed Escrow .................................................................................. 15
	9.5	Enforcement of Restriction Period ............................................................ 15
	9.6	Lapse of Restriction Period ........................................................................ 16

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10.	LAPSE	OF AWARDS ................................................................................................. 16
	10.1	Lapsing of Awards ...................................................................................... 16
	10.2	Fraud and Related Matters ....................................................................... 17
11.	EXCHANGE DUE TO CHANGE OF CONTROL ......................................................... 17
12.	PARTICIPATION RIGHTS AND REORGANISATIONS ................................................ 17
	12.1	Participation Rights ..................................................................................... 17
	12.2	Adjustment for Reorganisation ................................................................. 18
	12.3	Notice of Adjustments ................................................................................ 18
	12.4	Cumulative Adjustments ........................................................................... 18
13.	OVERRIDING RESTRICTIONS ON ISSUE AND EXERCISE .......................................... 18
14.	AMENDMENTS ........................................................................................................ 19
	14.1	Power to amend Plan ................................................................................ 19
	14.2	Adjustment to Award Terms ...................................................................... 19
	14.3	Notice of amendment ............................................................................... 19
15.	TRUST ....................................................................................................................... 19
16.	MISCELLANEOUS .................................................................................................... 20
	16.1	Rights and obligations of Participant ....................................................... 20
	16.2	Power of the Board .................................................................................... 21
	16.3	Dispute or disagreement ........................................................................... 21
	16.4	ASIC relief ..................................................................................................... 21
	16.5	Non-residents of Australia .......................................................................... 21
	16.6	Communication .......................................................................................... 22
	16.7	Attorney ....................................................................................................... 22
	16.8	Costs and Expenses .................................................................................... 23
	16.9	Adverse Tax ................................................................................................. 23
	16.10	Data protection .......................................................................................... 23
	16.11	Error in Allocation ........................................................................................ 23
	16.12	No fiduciary capacity ................................................................................ 23
	16.13	ASX Listing Rules .......................................................................................... 24
	16.14	Enforcement ................................................................................................ 24
	16.15	Laws governing Plan .................................................................................. 24

PERFORMANCE RIGHTS AND OPTIONS PLAN

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

For the purposes of the Plan, the following words have the following meanings.

Acceptance Form means the Acceptance Form by which an Eligible Participant or Nominee (as applicable) accepts an Offer for an Award, in substantially the same form as set out in Schedule 2, as the context requires, or as otherwise approved by the Company from time to time.

ASIC means the Australian Securities and Investments Commission.

Associated Body Corporate means:

(a) a related body corporate (as defined in the Corporations Act) of the Company;
(b) a body corporate which has an entitlement to not less than 20% of the voting Shares of the Company; and
(c) a body corporate in which the Company has an entitlement to not less than 20% of the voting shares.

ASX means ASX Limited (ACN 008 624 691) or the Australian Securities Exchange, as the context requires .

ASX Listing Rules means the official Listing Rules of the ASX as they apply to the Company from time to time.

Award means Options or Performance Rights, as the context requires, granted under this Plan.

Blackout Period means a period when the Participant is prohibited from trading in the Company's securities by the Company's written policies.

Board means the board of Directors of the Company or committee appointed by the Board for the purposes of the Plan.

Business Day means a day on which banks are open for general banking business in Western Australia, excluding Saturdays, Sundays and public holidays in Western Australia.

Change of Control means:

(a) a bona fide Takeover Bid is declared unconditional and the bidder has acquired a Relevant Interest in at least 50.1% of the Company’s issued Shares;
(b) a court approves, under Section 411(4)(b) of the Corporations Act, a proposed compromise or arrangement for the purposes of, or in

connection with, a scheme for the reconstruction of the Company or its amalgamation with any other company or companies; or

(c) in any other case, a person obtains Voting Power in the Company that the Board (which for the avoidance of doubt will comprise those Directors immediately prior to the person acquiring that Voting Power) determines, acting in good faith and in accordance with their fiduciary duties, is sufficient to control the composition of the Board.

Class Order means ASIC Class Order 14/1000 (as amended or replaced).

Closing Date means the date on which an Offer is stated to close.

Company means VEEM Limited (ACN 008 944 009).

Corporations Act means the Corporations Act 2001 (Cth ) .

Director means any person occupying the position of a director of any Group Company (including an alternate director or managing director appointed in accordance with the relevant constitution).

Eligible Participant means:

(a) a Director (whether executive or non-executive) of any Group Company;
(b) a full or part time employee of any Group Company;
(c) a casual employee or contractor of a Group Company to the extent permitted by the Class Order; or
(d) a prospective participant, being a person to whom the Offer is made but who can only accept the Offer if an arrangement has been entered into that will result in the person becoming an Eligible Participant under Rules (a), (b) or (c) above,

who is declared by the Board to be eligible to receive grants of Awards under the Plan.

Expiry Date means, in respect of an Award, the date on which the Award lapses (if it has not already otherwise lapsed in accordance with the Plan).

Grant Date means, in relation to an Award, the date on which the Award is granted.

Group means the Company and each other Associated Body Corporate.

Group Company means the Company or any Associated Body Corporate.

Holding Lock has the meaning given to that term in the ASX Listing Rules.

Marketable Parcel has the meaning given to that term in the ASX Listing Rules.

Nominee means a nominee of an Eligible Participant that is one of the following:

(a) an immediate family member of the Eligible Participant or (subject to Board approval) a trustee of an Eligible Participant’s family trust whose beneficiaries are limited to the Eligible Participant and/or the Eligible Participant’s immediate family members;
(b) a company whose members comprise no persons other than the Eligible Participant or immediate family members of the participant; or
(c) a corporate trustee of a self-managed superannuation fund (within the meaning of the Superannuation Industry (Supervision) Act 1993 ) where the Eligible Participant is a director of the trustee.

Offer means an offer made to an Eligible Participant to be granted one or more Awards under the Plan as set out in an Offer Document.

Offer Document means an offer document in substantially the same form as set out in Schedule 1 to the Rules or such other form as approved by the Board from time to time consistent with the Corporations Act and the Class Order.

Option means an option granted pursuant to these Rules to subscribe for a Share upon and subject to the terms of these Rules and the terms of any applicable Offer.

Option Exercise Price means the exercise price of an Option, as determined in accordance with Rule 4.8.

Participant means an Eligible Participant to whom an Award has been granted under the Plan or, if Rule 4.4 applies, a Nominee of the Eligible Participant to whom an Award has been granted under the Plan.

Performance Right means a right to acquire a Share, subject to satisfaction of any Vesting Conditions, and the corresponding obligation of the Company to provide the Share, under a binding contract made by the Company and an Eligible Participant in the manner set out in this Plan and any applicable Offer.

Plan means the plan as set out in this document, subject to any amendments or additions made under Rule 14.

Redundancy means termination of the employment, office or engagement of a Relevant Person due to economic, technological, structural or other organisational change where:

(a) no Group Company requires the duties and responsibilities carried out by the Relevant Person to be carried out by anyone; or
(b) no Group Company requires the position held by the Relevant Person to be held by anyone.

Relevant Interest has the meaning given in the Corporations Act.

Relevant Person means:

in respect of an Eligible Participant, that person; and

in respect of a Nominee of an Eligible Participant, that Eligible Participant.

Restricted Shares means Shares issued on the exercise of an Award granted under the Plan that the Board has determined are subject to a Restriction Period.

Restriction Period means the period during which a Share issued on the exercise of an Award cannot be transferred or otherwise dealt with in accordance with Rule 9.1.

Retirement means where a Relevant Person intends to permanently cease all gainful employment in circumstances where the Relevant Person provides, in good faith, a written statutory declaration to the Board to that effect.

Rules means the rules of the Plan set out in this document.

Severe Financial Hardship means that the Relevant Person is unable to provide themselves, their family or other dependents with basic necessities such as food, accommodation and clothing, including as a result of family tragedy, financial misfortune, serious illness, impacts of natural disaster and other serious or difficult circumstances.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of Shares.

Special Circumstances means:

(a) a Relevant Person ceasing to be an Eligible Participant due to:
(i) death or Total or Permanent Disability of a Relevant Person; or
(ii) Retirement or Redundancy of a Relevant Person;
(b) a Relevant Person suffering Severe Financial Hardship;
(c) any other circumstance stated to constitute “Special Circumstances” in the terms of the relevant Offer made to and accepted by the Participant; or
(d) any other circumstances determined by the Board at any time (whether before or after the Offer) and notified to the relevant Participant which circumstances may relate to the Participant, a class of Participant, including the Participant or particular circumstances or class of circumstances applying to the Participant.

Takeover Bid means a takeover bid (as defined in the Corporations Act) to acquire Shares.

Total and Permanent Disability means that the Relevant Person has, in the opinion of the Board, after considering such medical and other evidence as it sees fit, become incapacitated to such an extent as to render the Relevant Person unlikely ever to engage in any occupation with the Company or its Associated Bodies Corporate for which he or she is reasonably qualified by education, training or experience.

Vesting Condition means, in respect of an Award, any condition set out in the Offer which must be satisfied (unless waived in accordance with the Plan) before that Award can be exercised or any other restriction on exercise of that Award specified in the Offer or in the Plan.

Voting Power has the meaning given to that term in Section 9 of the Corporations Act.

1.2 Interpretation

In this Plan unless the context otherwise requires:

(a) headings are for convenience only and do not affect the interpretation of this Plan;
(b) any reference in the Plan to any enactment of the ASX Listing Rules includes a reference to that enactment or those ASX Listing Rules as from time to time amended, consolidated, re-enacted or replaced;
(c) the singular includes the plural and vice versa;
(d)
any words denoting one gender include the other gender;
(e) where any word or phrase is given a definite meaning in this Plan, any part of speech or other grammatical form of that word or phrase has a corresponding meaning;
(f)

a reference to:

(i) a person includes a natural person, partnership, joint venture, government agency, association, corporation or other body corporate;
(ii) a document includes all amendments or supplements to that document;
(iii) a Rule is a reference to a Rule of this Plan;
(iv) a law includes a constitutional provision, treaty, decree, convention, statute, regulation, ordinance, by-law, judgment, rule of common law or equity and is a reference to that law as amended, consolidated or replaced;
(v) an agreement other than this Plan includes an undertaking, or legally enforceable arrangement or understanding, whether or not in writing; and
(vi) a monetary amount is in Australian dollars; and
(g) when the day on which something must be done is not a Business Day, that thing must be done on the following Business Day.

2. PURPOSE

The purpose of the Plan is to:

(a) assist in the reward, retention and motivation of Eligible Participants;
(b) link the reward of Eligible Participants to performance and the creation of Shareholder value;
(c) align the interests of Eligible Participants more closely with the interests of Shareholders by providing an opportunity for Eligible Participants to receive Shares;
(d) provide Eligible Participants with the opportunity to share in any future growth in value of the Company; and
(e) provide greater incentive for Eligible Participants to focus on the Company's longer term goals.

3. COMMENCEMENT AND TERM

(a) This Plan will commence on the date determined by resolution of the Board and will continue until terminated by the Board.
(b) The Board may terminate the Plan at any time by resolution. Termination shall not affect the rights or obligations of a Participant or the Company which have arisen under the Plan before the date of termination and the provisions of the Plan relating to a Participant’s Awards shall survive termination of the Plan until fully satisfied and discharged.

4. OFFER OF AWARDS

4.1 Offer

(a) The Board may, from time to time, in its absolute discretion, make a written offer to any Eligible Participant (including an Eligible Participant who has previously received an Offer) to apply for Awards, upon the terms set out in the Plan and upon such additional terms and conditions as the Board determines ( Offer ).
(b) In exercising that discretion, the Board may have regard to the following (without limitation):
(i) the Eligible Participant's length of service with the Group;
(ii) the contribution made by the Eligible Participant to the Group;
(iii) the potential contribution of the Eligible Participant to the Group; or
(iv) any other matter the Board considers relevant.

(c) For the avoidance of doubt, nothing in this document obliges the Company at any time to make an Offer, or further Offer, to any Eligible Participant.

4.2 Offer Document

An Offer must be made using an Offer Document.

4.3 Personal Offer

Subject to Rule 4.4, an Offer is personal and is not assignable.

4.4 Nominee

(a) Upon receipt of an Offer, an Eligible Participant may, by notice in writing to the Board, nominate a Nominee in whose favour the Eligible Participant wishes to renounce the Offer.
(b) The Board may, in its discretion, resolve not to allow a renunciation of an Offer in favour of a Nominee without giving any reason for that decision.

4.5 Minimum Contents of Offer Document

An Offer Document must advise the Eligible Participant of the following minimum information regarding the Awards:

(a) the type of Award that the Eligible participant may apply for, being Options, Performance Rights or both;
(b) the maximum number of each type of Award that the Eligible Participant may apply for, or the formula for determining the number of each type of Award that may be applied for;
(c) the maximum number of Shares that the Participant is entitled to be issued on the exercise of each Award or the formula for determining the maximum number of Shares;
(d) any applicable Vesting Conditions;
(e) any Restriction Period the Board has resolved to apply to Shares issued on exercise of the Awards;
(f) when Awards will expire ( Expiry Date );
(g) the date by which an Offer must be accepted ( Closing Date ); and
(h) any other information required by law or the ASX Listing Rules or considered by the Board to be relevant to the Awards or the Shares to be issued on the exercise of the Awards.

4.6 Number of Awards

(a) Subject to Rule 4.13, the number of Awards to be offered to an Eligible Participant from time to time will be determined by the Board in its

discretion and in accordance with applicable law and the ASX Listing Rules.

(b) Each Award will entitle the holder to subscribe for and be allotted one Share unless the Offer otherwise provides.

4.7 No Consideration

(a) Performance Rights granted under the Plan will be issued for nil cash consideration.
(b) Unless the Options are quoted on the ASX, Options issued under the Plan will be issued for no more than nominal cash consideration.

4.8 Option Exercise Price

(a) Subject to Rule 4.8(b), in respect of any Offer, the Board may determine the Option Exercise Price (if any) for an Option offered under that Offer in its absolute discretion.
(b) To the extent the ASX Listing Rules specify or require a minimum price, the Option Exercise Price in respect of an Option offered under an Offer must not be less than any minimum price specified in the ASX Listing Rules.

4.9 Vesting Conditions

An Award may be made subject to Vesting Conditions as determined by the Board in its discretion and as specified in the Offer for the Awards.

4.10 Share Restriction Period

A Share issued on exercise of an Award may be subject to a Restriction Period as determined by the Board in accordance with Rule 9 of this Plan.

4.11 Deferred Taxation

Subdivision 83A-C of the Income Tax Assessment Act 1997 applies to the Plan except to the extent an Offer provides otherwise.

4.12 Quotation of Awards

Awards will not be quoted on the ASX, except to the extent provided for by this Plan or unless the Offer provides otherwise.

4.13 Limit on Offers

Where the Company has relied or intends relying on the Class Order to make an Offer, the Company must have reasonable grounds to believe, when making an Offer, that the number of Shares to be received on exercise of Awards offered under an Offer, when aggregated with the number of Shares issued or that may be issued as a result of offers made in reliance on the Class Order at any time during the previous 3 year period under an employee incentive scheme covered by the Class Order or an ASIC exempt arrangement of a similar kind to an employee incentive scheme, will not exceed 5% of the total number of Shares on issue at the date of the Offer.

5. ACCEPTANCE OF OFFER

5.1 Acceptance of Offer

An Eligible Participant (or permitted Nominee) may accept an Offer in whole or in part, by signing and returning an Acceptance Form to the Company no later than the Closing Date.

5.2 Board’s right to reject

(a) The Board may accept or reject any Acceptance Form in its absolute discretion.
(b) Before accepting or rejecting the Acceptance Form, the Board may require the applicant to provide any information that the Board requests concerning the person's entitlement to lodge an Acceptance Form under this Plan.
(c) The Board must promptly notify an applicant if an Acceptance Form has been rejected, in whole or in part.

5.3 Participant Agrees to be Bound

(a) An Eligible Participant, by submitting an Acceptance Form, agrees to be bound by the terms and conditions of the Offer, the Acceptance Form, the Plan and the Constitution of the Company, as amended from time to time.
(b) If the Board resolves to allow a renunciation of an Offer in favour of a Nominee, the Eligible Participant will procure that the permitted Nominee accepts the Offer made to that Eligible Participant and that both the Eligible Participant and the Nominee agree be bound by the terms and conditions of the Offer, the Acceptance Form, the Plan and the Constitution of the Company, as amended from time to time.

5.4 Lapse of Offer

To the extent an Offer is not accepted in accordance with Rule 5.1, the Offer will lapse on the date following the Closing Date, unless the Board determines otherwise.

6. GRANT OF AWARDS

6.1 Grant of Awards

(a) Subject to Rule 6.2, once the Board has received and accepted a duly signed and completed Acceptance Form for Awards, the Company must, provided the Eligible Participant to whom the Offer was made remains an Eligible Participant, promptly grant the Awards to the applicant, upon the terms set out in the Offer, the Acceptance Form and the Plan and upon such additional terms and conditions as the Board determines.
(b) The Company will, within a reasonable period after the Grant Date of the

Awards, issue the applicant with a certificate evidencing the grant of the Awards.

6.2 Approvals

The Company’s obligation to grant Awards is conditional on:

(a) the grant of the Awards complying with all applicable legislation and the ASX Listing Rules; and
(b) all necessary approvals required under any applicable legislation and the ASX Listing Rules being obtained prior to the grant of the Awards.

6.3 Restrictions on Transfers, Dealings and Hedging

(a) Subject to the ASX Listing Rules, an Award granted under the Plan is only transferable, assignable or able to be otherwise disposed or encumbered:
(i) in Special Circumstances or a Change of Control, in either case with the consent of the Board (which may be withheld in its absolute discretion); or
(ii) by force of law upon death to the Participant’s legal personal representative or upon bankruptcy to the Participant’s trustee in bankruptcy.
(b) A Participant must not enter into any arrangement for the purpose of hedging, or otherwise affecting their economic exposure, to their Awards.
(c) Where the Participant purports to transfer, assign, mortgage, charge or otherwise dispose or encumber an Award, other than in accordance with Rule 6.3(a), or hedge an Award, contrary to Rule 6.3(b), the Award immediately lapses.

7. VESTING AND EXERCISE OF AWARDS

7.1 Vesting Conditions

(a) Subject to Rules 7.2 and 7.3, an Award granted under the Plan will not vest and be exercisable unless the Vesting Conditions (if any) attaching to that Award have been satisfied and the Board has notified the Participant of that fact.
(b) The Board must notify a Participant in writing within 10 Business Days of becoming aware that any Vesting Condition attaching to an Award has been satisfied.

7.2 Vesting Condition Exceptions

Notwithstanding Rule 7.1, the Board may in its absolute discretion, except in respect of clause 7.2(b), where Vesting Conditions are deemed to be automatically waived, by written notice to a Participant, resolve to waive any of the Vesting Conditions applying to Awards due to:

(a) Special Circumstances arising in relation to a Relevant Person in respect of those Awards;
(b) a Change of Control occurring; or
(c) the Company passing a resolution for voluntary winding up, or an order is made for the compulsory winding up of the Company,

in which case Rule 7.3 applies.

7.3 Exercise on Vesting

A Participant (or their personal legal representative where applicable) may, subject to the terms of any Offer, exercise any vested Award at any time after the Board notifies that the Award has vested and before it lapses by providing the Company with:

(a) the certificate for the Award or, if the certificate for the Award has been lost, mutilated or destroyed, a declaration to that effect, accompanied by an indemnity in favour of the Company against any loss, costs or expenses which might be incurred by the Company as a consequence of its relying on the declaration that the certificate has been lost, mutilated or destroyed; and
(b) a notice in the form of Schedule 3, as the context requires, addressed to the Company and signed by the Participant stating that the Participant exercises the Awards and specifying the number of Awards which are exercised; and
(c) where the Award to be exercised is Options, payment to the Company in cleared funds of an amount equal to the Option Exercise Price multiplied by the number of Options which are being exercised, unless there is no exercise price payable in respect of the Options to be exercised.

7.4 One or Several Parcels

Awards may be exercised in one or more parcels of any size, provided that the number of Shares issued upon exercise of the number of Awards in any parcel is not less than a Marketable Parcel.

8. ISSUE OF SHARES

8.1 Issue of Shares

If the items specified in Rule 7.3 are delivered in accordance with that Rule, the Company will, subject to the Corporations Act, the ASX Listing Rules, this Plan and any applicable Offer:

(a) within 10 Business Days of satisfaction of Rule 7.3, issue to the Participant the Shares credited as being fully paid in respect of which the Awards are exercised, together with any additional Shares an entitlement to which has arisen under Rule 12 in consequence of the exercise of the Awards;

(b) despatch a share certificate or enter the Shares in the Participant’s uncertificated holding, as the case may be, upon the terms set out in the Offer, the Acceptance Form and the Plan and upon such additional terms and conditions as the Board determines; and
(c) cancel the certificate delivered pursuant to Rule 7.3 and, if any Awards which have not lapsed remain unexercised, deliver to the Participant a replacement certificate reflecting the number of those Awards which remain unexercised.

8.2 Blackout Period, Takeover Restrictions and Insider Trading

If the issue of Shares on exercise of an Award would otherwise fall within a Blackout Period, or breach the insider trading or takeover provisions of the Corporations Act, the Company may delay the issue of the Shares until 10 Business Days following the expiration, as applicable, of the Blackout Period or the day on which the insider trading or takeover provisions no longer prevent the issue of the Shares.

8.3 Withholding

If a Participant is liable for tax, duties or other amounts on the vesting or exercise of their Awards, and the Company is liable to make a payment to the appropriate authorities on account of that liability, unless the Participant and the Company agree otherwise, the Company must issue to the Participant, and arrange (as the Participant’s attorney) for a nominee to sell at the prevailing market price such number of Shares which would otherwise be issued and allocated to the Participant so that the net proceeds of sale (after allowing for reasonable sale costs) equal the payment the Company is required to pay to the appropriate authorities. The Company is entitled to apply such net sale costs to pay to the appropriate authorities, with any excess sale proceeds to be remitted to the Participant.

8.4 Rights attaching to Shares

A Participant will, from and including the issue date of Shares under this Plan, be the legal owner of the Shares issued in respect of them and will be entitled to dividends and to exercise voting rights attached to the Shares.

8.5 Share ranking

All Shares issued under the Plan will rank equally in all respects with the Shares of the same class for the time being on issue except as regards any rights attaching to such Shares by reference to a record date prior to the date of their issue.

8.6 Quotation on ASX

If Shares of the same class as those issued under the Plan are quoted on the ASX, the Company will, subject to the ASX Listing Rules, apply to the ASX for those Shares to be quoted on ASX within the later of 10 Business Days after:

(a) the date the Shares are issued; and
(b) the date any Restriction Period that applies to the Shares ends.

8.7 Sale of Shares

(a) Subject to Rule 8.7(d) and Rule 9 (Restriction on Dealing in Shares), and the Company’s Constitution, there will be no transfer restrictions on Shares issued under the Plan unless the sale, transfer or disposal by the Participant of the Shares issued to them on exercise of the Awards (or any interest in them) would require the preparation of a disclosure document (as that term is defined in the Corporations Act).
(b) If a disclosure document is required, the Participant agrees to enter into such arrangements with the Company as the Board considers appropriate to prevent the sale, transfer or disposal of the relevant Shares in a manner that would require a disclosure document to be prepared.
(c) The Company will issue, where required to enable Shares issued on exercise of Awards to be freely tradeable on the ASX (subject to any Restriction Period), a cleansing statement under Section 708A(5) of the Corporations Act at the time Shares are issued. Where a cleansing statement is required, but cannot be issued, the Company will lodge a prospectus in relation to the Shares with ASIC which complies with the requirements of the Corporations Act and allows the Shares to be freely tradeable on the ASX (subject to any Restriction Period).
(d) A Participant must not sell, transfer or dispose of any Shares issued to them on exercise of Awards (or any interest in them) in contravention of the Corporations Act, including the insider trading and on-sale provisions.

9. RESTRICTION ON DEALING IN SHARES

9.1 Restriction Period

Subject to Rule 9.4, the Board may, in its discretion, determine at any time up until exercise of an Award, that a restriction period will apply to some or all of the Shares issued to a Participant on exercise of those Awards ( Restricted Shares ), up to a maximum of five (5) years from the Grant Date of the Awards ( Restriction Period ).

9.2 Waiver of Restriction Period

Subject to Rule 9.4, the Board may, in its sole discretion, having regard to the circumstances at the time, waive a Restriction Period determined pursuant to Rule 9.1.

9.3 No disposal of Restricted Shares

A Participant must not dispose of or otherwise deal with any Shares issued to them under the Plan while they are Restricted Shares.

9.4 ASX Imposed Escrow

Shares are deemed to be subject to a Restriction Period to the extent necessary to comply with any escrow restrictions imposed by the ASX Listing Rules.

9.5 Enforcement of Restriction Period

(a) The Company may implement any procedure it considers appropriate to restrict a Participant from dealing with any Shares for as long as those Shares are subject to a Restriction Period.
(b) The Participant agrees to:
(i) execute an ASX restriction agreement in relation to the Shares reflecting any Restriction Period applying to the Restricted Shares under the Plan;
(ii) the Company lodging the share certificates for Shares (where issuer sponsored) with a bank or recognised trustee to hold until the expiry of any Restriction Period applying to the Shares or until the Shares are otherwise released from restrictions (at which time the Company shall arrange for the share certificates to be provided to the Participant); and
(iii) the application of a Holding Lock over Shares until any Restriction Period applying to the Shares under the Plan has expired (at which time the Company shall arrange for the Holding Lock to be removed).

9.6 Lapse of Restriction Period

When a Share ceases to be a Restricted Share, all restrictions on disposing of or otherwise dealing or purporting to deal with that Share, provided in or under these Rules, will cease.

10. LAPSE OF AWARDS

10.1 Lapsing of Awards

An Award will lapse upon the earlier to occur of:

(a) an unauthorised dealing in, or hedging of, the Award occurring, as governed by Rule 6.3(c);
(b) a Vesting Condition in relation to the Award is not satisfied by the due date, or becomes incapable of satisfaction, as determined by the Board in its absolute discretion, unless the Board exercises its discretion to waive the Vesting Condition and vest the Award under Rule 7.2 (Vesting Condition Exceptions) or Rule 10.1(c)(ii) applies;
(c) in respect of an unvested Award only, a Relevant Person ceases to be an Eligible Participant, unless the Board:
(i) exercises its discretion to vest the Award under Rule 7.2 (Vesting Condition Exceptions); or
(ii) in its absolute discretion, resolves to allow the unvested Award to remain unvested after the Relevant Person ceases to be an Eligible Participant;
(d) in respect of a vested Award only, a Relevant Person ceases to be an Eligible Participant and, where required by the Board in its absolute

discretion, the vested Performance Right is not exercised within a one (1) month period (or such other period as the Board determines) as notified by the Board to the Participant after the date the Relevant Person ceases to be an Eligible Participant;

(e) the Board deems that an Award lapses due to fraud, dishonesty or other improper behaviour of the holder/Eligible Participant under Rule 10.2 (Fraud and Related Matters);
(f) the Company undergoes a Change of Control or a winding up resolution or order is made, and the Award does not vest in accordance with Rule 7.2 (Vesting Condition Exceptions); and
(g) the Expiry Date of the Award.

10.2 Fraud and Related Matters

Notwithstanding any other provision of this document, where a Relevant Person:

(a) in the opinion of the Board, acts fraudulently or dishonestly, is grossly negligent, demonstrates serious and wilful misconduct, or causes a material adverse effect on the reputation of the Company;
(b) has his or her employment or office terminated due to serious or wilful misconduct or otherwise for cause without notice; or
(c) deals with or disposes of Awards or Restricted Shares contrary to the provisions of this Plan or any applicable Offer; or
(d) becomes ineligible to hold his or her office due to Part 2D.6 of the Corporations Act,

the Board may, by written notice to the Participant, deem any unvested, or vested but unexercised, Awards of the Participant to have lapsed or require the Participant to do all such things necessary to cancel any Shares issued on exercise of the Participant’s Awards.

11. EXCHANGE DUE TO CHANGE OF CONTROL

If a company ( Acquiring Company ) obtains control of the Company as a result of a Change of Control and the Company, the Acquiring Company and the Participant agree, a Participant may, in respect of any vested Awards that are exercised, be provided with shares of the Acquiring Company, or its parent, in lieu of Shares, on substantially the same terms and subject to substantially the same conditions as the Shares, but with appropriate adjustments to the number and kind of shares subject to the Awards.

12. PARTICIPATION RIGHTS AND REORGANISATIONS

12.1 Participation Rights

(a) There are no participation rights or entitlements inherent in the Awards and Participants will not be entitled to participate in new issues of capital

offered to Shareholders during the currency of the Awards without exercising the Award.

(b) An Award does not confer the right to a change in Exercise Price or in the number of underlying Shares over which the Award can be exercised.
(c) An Award does not confer the right to a change in the number of underlying Shares over which the Award can be exercised.
(d)
A Participant who is not a Shareholder is not entitled to:
(i) notice of, or to vote or attend at, a meeting of the Shareholders of the Company; or
(ii) receive any dividends declared by the Company,

unless and until any Award is exercised and the Participant holds Shares that provide the right to notice and dividends.

12.2 Adjustment for Reorganisation

If, at any time, the issued capital of the Company is reorganised (including consolidation, subdivision, reduction or return), all rights of a Participant are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.

12.3 Notice of Adjustments

Whenever the Option Exercise Price of an Option or the number of Shares to be issued on the exercise of an Award is adjusted pursuant to these Rules, the Company will give notice of the adjustment to the Participant and ASX together with calculations on which the adjustment is based.

12.4 Cumulative Adjustments

Effect will be given to Rule 12.3 in such manner that the effect of the successive applications of them is cumulative, with the intention being that the adjustments they progressively effect will reflect previous adjustments.

13. OVERRIDING RESTRICTIONS ON ISSUE AND EXERCISE

Notwithstanding the Rules or the terms of any Awards, no Award may be offered, granted or exercised and no Share may be issued under the Plan if to do so:

(a) would contravene the Corporations Act, the ASX Listing Rules or any other applicable law; or
(b) would contravene the local laws or customs of an Eligible Participant’s country of residence or in the opinion of the Board would require actions to comply with those local laws or customs which are, in the absolute discretion of the Board, impractical.

14. AMENDMENTS

14.1 Power to amend Plan

Subject to Rule 14.2, the Corporations Act and the ASX Listing Rules:

(a) the Board may, at any time, by resolution amend or add to all or any of the provisions of the Plan, an Offer or the terms or conditions of any Award granted under the Plan; and
(b) any amendment may be given such retrospective effect as is specified in the written instrument or resolution by which the amendment is made.

14.2 Adjustment to Award Terms

No adjustment or variation of the terms of an Award will be made without the consent of the Participant who holds the relevant Award if such adjustment or variation would have a materially prejudicial effect upon the Participant (in respect of his or her outstanding Awards), other than an adjustment or variation introduced primarily:

(a) for the purpose of complying with or conforming to present or future State, Territory or Commonwealth legislation governing or regulating the maintenance or operation of the Plan or like plans;
(b) to correct any manifest error or mistake;
(c) to enable a member of the Group to comply with the Corporations Act, the ASX Listing Rules, applicable foreign law, or a requirement, policy or practice of the ASIC or other foreign or Australian regulatory body; or
(d) to take into consideration possible adverse taxation implications in respect of the Plan, including changes to applicable taxation legislation or the interpretation of that legislation by a court of competent jurisdiction or any rulings from taxation authorities administering such legislation.

14.3 Notice of amendment

As soon as reasonably practicable after making any amendment under Rule 14.1, the Board will give notice in writing of that amendment to any Participant affected by the amendment.

15. TRUST

(a) The Board may, at any time, establish a trust for the sole purpose of acquiring and holding Shares in respect of which a Participant may exercise, or has exercised, vested Awards, including for the purpose of enforcing the disposal restrictions and appoint a trustee to act as trustee of the trust.
(b) For the avoidance of doubt, the trustee will hold the Shares as trustee for and on behalf of a Participant as beneficial owner upon the terms of the trust.

(c) The Board may at any time amend all or any of the provisions of this Plan to effect the establishment of a trust and the appointment of a trustee as detailed in this Rule.

16. MISCELLANEOUS

16.1 Rights and obligations of Participant

(a) The rights and obligations of an Eligible Participant under the terms of their office, employment or contract with a Group Company are not affected by their participating in the Plan. This Plan will not form part of, and is not incorporated into, any contract of any Eligible Participant (whether or not they are an employee of a Group Company).
(b) No Participant will have any rights to compensation or damages in consequence of:
(i) the termination, for any reason, of the office, employment or other contract with a Group Company of the Participant (or, where the Participant is a Nominee of the Eligible Participant, that Eligible Participant) where those rights arise, or may arise, as a result of the Participant ceasing to have rights under the Plan as a result of such termination; or
(ii) the lapsing of Awards in accordance with this Plan.
(c) Nothing in this Plan, participation in the Plan or the terms of any Award:
(i) affects the rights of any Group Company to terminate the employment, engagement or office of an Eligible Participant or a Participant (as the case may be);
(ii) affects the rights and obligations of any Eligible Participant or Participant under the terms of their employment, engagement or office with any Group Company;
(iii) confers any legal or equitable right on an Eligible Participant or a Participant whatsoever to take action against any Group Company in respect of their employment, engagement or office;
(iv) confers on an Eligible Participant or a Participant any rights to compensation or damages in consequence of the termination of their employment, engagement or office by any Group Company for any reason whatsoever including ceasing to have rights under the Plan as a result of such termination; or
(v) confers any responsibility or liability on any Group Company or its directors, officers, employees, representatives or agents in respect of any taxation liabilities of the Eligible Participant or Participant.

(d) If a Vesting Condition attached to an Award requires a Participant to remain an employee of a Group Company, then the Participant will be treated as having ceased to be an employee of a Group Company at such time the Participant’s employer ceases to be a Group Company.
(e) A Participant who is granted an approved leave of absence and who exercises their right to return to work under any applicable award, enterprise agreement, other agreement, statute or regulation before the exercise of an Award under the Plan will be treated for those purposes as not having ceased to be such an employee.

16.2 Power of the Board

(a) The Plan is administered by the Board which has power to:
(i) determine appropriate procedures for administration of the Plan consistent with this Plan; and
(ii) delegate to any one or more persons, for such period and on such conditions as it may determine, the exercise of any of its powers or discretions arising under the Plan.
(b) Except as otherwise expressly provided in this Plan, the Board has absolute and unfettered discretion to act, or refrain from acting, under or in connection with the Plan or any Awards under the Plan and in the exercise of any power or discretion under the Plan.

16.3 Dispute or disagreement

In the event of any dispute or disagreement as to the interpretation of the Plan, or as to any question or right arising from or related to the Plan or to any Awards granted under it, the decision of the Board is final and binding.

16.4 ASIC relief

(a) Notwithstanding any other provisions of the Plan, every covenant or other provisions set out in an exemption or modification granted from time to time by ASIC in respect of the Plan pursuant to its power to exempt and modify the Corporations Act and required to be included in the Plan in order for that exemption or modification to have full effect, is deemed to be contained in the Plan.
(b) To the extent that any covenant or other provision deemed by this Rule to be contained in the Plan is inconsistent with any other provision in the Plan, the deemed covenant or other provision shall prevail.

16.5 Non-residents of Australia

(a) The Board may adopt additional rules of the Plan applicable in any jurisdiction outside Australia under which rights offered under the Plan may be subject to additional or modified terms, having regard to any securities, exchange control or taxation laws or regulations or similar factors which may apply to the Participant or to any Group Company in relation to the rights. Any additional rule must conform to the basic principles of the Plan.

(b) When an Award is granted under the Plan to a person who is not a resident of Australia the provisions of the Plan apply subject to such alterations or additions as the Board determines having regard to any securities, exchange control or taxation laws or regulation or similar factors which may apply to the Participant or to any Group Company in relation to the Awards.

16.6 Communication

(a) Any notice or other communication under or in connection with the Plan may be given by personal delivery or by sending the same by post or facsimile:
(i) in the case of a company, to its registered office;
(ii) in the case of an individual, to the individual’s last notified address; or
(iii) where a Participant is a Director or employee of a Group Company, either to the Participant’s last known address or to the address of the place of business at which the Participant performs the whole or substantially the whole of the duties of the Participant’s office of employment.
(b) Where a notice or other communication is given by post, it is deemed to have been received 48 hours after it was put into the post properly addressed and stamped. Where a notice or other communication is given by facsimile, it is deemed to have been received on completion of transmission. Where a notice is given by electronic transmission, the notice is taken to have been received at the time the electronic transmission is sent unless the sender receives a message that the electronic message has not been delivered.
(c) Despite clause 16.6(b) if any communication is received or taken to be received under clause16.6(b) after 5.00pm in the place of receipt or on a non-Business Day, it is taken to be received at 9.00am on the next Business Day and take effect from that time unless a later time is specified.

16.7 Attorney

Each Participant:

(a) irrevocably appoints the Company and any person nominated from time to time by the Company (each an attorney), severally, as the Participant’s attorney to complete and execute any documents, including applications for Shares and Share transfers, and to do all acts or things on behalf of and in the name of the Participant which may be convenient or necessary for the purpose of enforcing a Participant’s obligations, or exercising the Company’s rights, under this Plan or any Offer;
(b) covenants that the Participant will ratify and confirm any act or thing done pursuant to this power;

(c) except in respect of any liability caused by the Company’s reckless or wilful misconduct, releases each Group Company and the attorney from any liability whatsoever arising from the exercise of the powers conferred by this Rule; and
(d) except in respect of any losses caused by the Company’s reckless or wilful misconduct, indemnifies and holds harmless each Group Company and the attorney in respect thereof.

16.8 Costs and Expenses

The Company will pay all expenses, costs and charges in relation to the establishment, implementation and administration of the Plan, including all costs incurred in or associated with the issue or purchase of Shares for the purposes of the Plan.

16.9 Adverse Tax

Where a Participant may suffer an adverse taxation consequence as a direct result of participating in the Plan that was not apparent to the Participant or the Company at the time the Participant was issued Awards under the Plan, the Board may, in its absolute discretion, agree to compensate the Participant in whole or in part.

16.10 Data protection

By lodging an Acceptance Form, each Participant consents to the holding and processing of personal data provided by the Participant to any Group Company for all purposes relating to the operation of the Plan. These include, but are not limited to:

(a) administering and maintaining Participants' records;
(b) providing information to trustees of any employee benefit trust, registrars, brokers or third party administrators of the Plan;
(c) providing information to future purchasers of the Company or the business in which the Participant works; and
(d) transferring information about the Participant to a country or territory outside Australia.

16.11 Error in Allocation

If any Awards are provided under this Plan in error or by mistake to a person ( Mistaken Recipient ) who is not the intended recipient, the Mistaken Recipient shall have no right or interest, and shall be taken never to have had any right or interest, in those Awards and those Awards will immediately lapse.

16.12 No fiduciary capacity

The Board may exercise any power or discretion conferred on it by this Plan in the interest or for the benefit of the Company, and in so doing the Board is not required to act in the interests of another person or as requested by another person and will not be under any fiduciary obligation to another person.

16.13 ASX Listing Rules

While the Company remains admitted to the ASX, the provisions of the ASX Listing Rules of the ASX will apply to the Plan, and to the extent that the Plan and the ASX Listing Rules are inconsistent, the provisions of the ASX Listing Rules will prevail.

16.14 Enforcement

This Plan, any determination of the Board made pursuant to this Plan, and the terms of any Awards granted under the Plan, will be deemed to form a contract between the Company and the Participant.

16.15 Laws governing Plan

(a) This Plan, and any Awards issued under it, are governed by the laws of Western Australia and the Commonwealth of Australia.
(b) The Company and the Participants submit to the non-exclusive jurisdiction of the courts of Western Australia.