VYSARN LIMITED - Board/Management Information 2019

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ASX:VYS

28 November 2019

James Clement appointed as CEO and MD

The Board of Vysarn Limited (ASX:VYS) (Company ) is pleased to advise that it has appointed Mr James Clement as the Company’s Chief Executive Officer and Managing Director. Mr Clement is expected to commence in his role in February 2020, or as otherwise agreed in writing between the Company and Mr Clement

Until recently Mr Clement was the CEO and Managing Director of sustainable agricultural company Mareterram Limited. Mareterram was formerly listed on ASX (ASX:MTM) and delisted in April 2019 following the completion of an agreed takeover bid for the company by Sea Harvest Group Limited.

Vysarn Chairman Mr Peter Hutchinson said:

“I am very pleased that James has agreed to join us so soon following the Company’s acquisition of the assets of Ausdrill’s waterwell business, and relisting of the Company’s securities to ASX in early September 2019. To attract an applicant of James’ standing is testament to the quality of the assets purchased by the Company and the business plan that we have developed and communicated to our stakeholders. I have known and worked with James over many years. He is hard-working, honest and motivated to succeed. His attention to detail and discipline will also serve as a great example to our executive and staff. I am looking forward to working with him again and witnessing the emerging culture of our company under his leadership”

James’ professional profile is attached in Schedule A and key terms of his employment are detailed in Schedule B. As detailed in Schedule B, it is proposed that Mr Clement will be granted options and performance rights as part of his remuneration package, to align his interests with that of shareholders and the performance and success of the Company. A Notice of Meeting seeking approval for the issue of the options and performance rights will be sent to shareholders over the coming weeks.

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Peter Hutchinson Chairman

Schedule A – James Clement Professional Profile

Experienced manager and director with a demonstrated history of working in the finance and agribusiness industry. Skilled in Business Planning, Cultural Change, Team Building, Leadership, Management and Mergers & Acquisitions. Strong professional background having graduated from Latrobe University, Curtin University and Australian Institute of Company Directors.

Tertiary Education:

Graduate Australian Institute of Company Directors 2015, Perth Graduate Certificate of Applied Finance 2004, FINSIA, Victoria Master of Business Administration 2003, La Trobe University, Victoria Graduate Diploma of Agribusiness 1998, Curtin University, Western Australia Bachelor of Science 1997, Curtin University, Western Australia

Professional Career – Recently:

Mareterram Limited (previously ASX:MTM) – January 2016 to February 2019

Managing Director, Chief Executive Officer, previously Chief Operating Officer Mareterram Limited is a vertically integrated agribusiness formerly listed on ASX. The company delisted from ASX in April 2019 following completion of an agreed takeover bid for the company by Sea Harvest Group Limited. Mareterram provides sustainable wild caught and grown produce to Australian and International consumers. The business currently operates across two divisions, Mareterram Fishing and Mareterram Foods.

Style Limited (changed name to Mareterram Limited) - August 2014 to December 2015

Lead the acquisition of Nor-West Seafoods Lead the acquisition of CMG Food Service Lead the acquisition of the assets of Focus Fisheries Lead the prospectus for ASX listing and capital raising Lead the raising of $18m in equity and $12m in senior debt

Western Australian Fishing Industry Council

Deputy Chairman and Non-executive Director Chairman Finance and Risk Management Committee

WAFIC is Western Australia’s peak industry body representing the interests of the commercial fishing, pearling and aquaculture sectors

Professional Career - Previously:

Euroz Securities

Associate Director – Institutional Dealer Small-Cap and Mid-Cap Industrial Specialist

Euroz Securities holds an Australian Financial Services License and is a participant of the Australian Stock Exchange Group. Euroz Securities is focused on providing investment services to institutional, corporate and high net worth individuals, in predominantly Western Australian based industrial and resource companies.

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Black Swan Equities

Director – Institutional Dealer

Established an institutional dealing desk servicing Australian and International equity funds specialising in Western Australian equities listed on the ASX. Specifically focussed on micro-cap, small-cap and midcap Western Australian industrial companies

JM Financial Group

Fund Manager and Investment Adviser

Established a retail Australian Individually Managed Account equity fund

Thorney Group

Trainee Analyst/ Dealer

Professional Football Career

December 2019 – Director Fremantle Football Club

1996 - 2012

Collingwood Life Member, Collingwood Hall of Fame Inductee, AFL Players Association, All Australian Team, Vice-Captain, EW Copeland Best & Fairest Player, Collingwood Football Club 148 games, Fremantle Football Club 84 Games, WA State Teams

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Schedule B

Key terms of employment

The key terms of Mr Clement’s appointment as Managing Director and Chief Executive Officer of the Company are as follows:

Commencement date	3 February 2020 (or as otherwise agreed between the parties)
Remuneration	Base salary: $350,000 per annum, inclusive mandatory superannuation contributions Short term incentive (STI): up to $100,000 per annum, subject to the achievement of specified STI key performance indicators Long term incentive (LTI): subject to shareholder approval, 5,000,000 performance rights on the terms set out in Attachment A and 10,000,000 options on the terms set out in Attachment B
Term	No fixed term. Ongoing until terminated by either party in accordance with the agreement.
Termination	Either party may terminate the agreement by 3 months notice. The Company may terminate the agreement immediately in the event the Executive engages in serious misconduct, including serious breach of the agreement, being charged with a criminal offence, being declared bankrupt, becoming of unsound mind or other similar grounds.
Restraint	A 6 month restraint provision applies

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ATTACHMENT A - TERMS AND CONDITIONS OF PERFORMANCE RIGHTS

1. NUMBER OF PERFORMANCE RIGHTS AND ISSUE PRICE

The Company will grant 5,000,000 Performance Rights to Mr James Clement (or his nominees) for no cash consideration.

2. EXPIRY DATE AND PERFORMANCE CONDITIONS

(a) Each Performance Right shall expire 5 years from the date of grant of the Performance Right ( Expiry Date ).
(b) Before the Performance Rights vest and can be exercised:
(i) the vesting conditions for each tranche of Performance Rights is set out below:

Tranche	Number of Performance Rights to vest	Condition Test Date	Vesting Conditions
1	1,666,666	30 June 2022	•Employment Condition •Cumulative EPS Condition
2	1,666,666	30 June 2023
3	1,666,668	30 June 2024

where the:

Employment Condition - means the holder of the Performance Rights remains employed by the Company at the Condition Test Date; and

Cumulative EPS Condition - means the earnings per Share (EPS) based on the achievement of compound annual growth in the Company’s EPS of 15% per annum from the financial year 30 June 2020, subject to a minimum EPS of $0.01 for the financial year ending 30 June 2020. The EPS calculation will be based on the Company’s cumulative net profit after tax up until the relevant Condition Test Date divided by the weighted average number of Shares on issue over the relevant period, taking into account any new Shares issued (or cancelled by the Company in the relevant period).

(together, the Performance Conditions ).

(c) Subject to the satisfaction of the relevant Performance Conditions, the Performance Rights will vest in equal proportions after the end of the financial years ending 30 June 2022, 30 June 2023 and 30 June 2024.
(d) If the Performance Conditions for the Performance Rights are not satisfied for the financial years ended 30 June 2020 or 30 June 2021 but subsequently satisfied on a cumulative basis for the financial year ended 30 June 2022, then the Performance Conditions for the prior two financial years will also be deemed to have been satisfied.

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(e) The Board, in its sole discretion, will determine if the relevant Performance Condition has been satisfied.
(f) If the Board determines, in its sole discretion, that the relevant Performance Condition has been satisfied prior to the earlier of the Condition Test Date (if any) or Expiry Date, then the Company shall notify the Holder in writing that the Performance Right has vested (such Performance Right being a Vested Performance Right ).
(g) The applicable Performance Rights shall immediately lapse and the Company shall notify the Holder of the same (however, any failure by the Company to make such notification will have no impact on the lapse of the applicable Performance Right(s)), if:
(i) any Performance Condition is not satisfied by the earlier of the Condition Test Date (if any) or Expiry Date; or
(ii) the Board determines in its sole discretion that any applicable Performance Conditions have not been met and cannot be met prior to the Condition Test Date (if any) or Expiry Date.

3. QUOTATION

The Performance Rights are not quoted. No application for the quotation of Performance Rights will be made by the Company.

4. EXERCISE OF VESTED PERFORMANCE RIGHTS

(a) Subject to the remainder of this clause 4 and any adjustment prescribed hereby, the Vested Performance Right may be exercised at any time during the Exercise Period for that Vested Performance Right by giving the Company an Exercise Notice signed by the Holder.
(b) The issue of Performance Right Shares to a Holder following the exercise of Vested Performance Rights is subject to such issue not contravening the Corporations Act, the Listing Rules, any Class Order on which the Company is reliant, the Securities Trading Policy or any other applicable law.
(c) A Holder must exercise Vested Performance Rights in multiples of 1,000 or such other multiple as the Board determines unless the Holder exercises all Vested Performance Rights able to be exercised by the Holder at that time. The exercise by a Holder of only some of the Vested Performance Rights held by the Holder will not affect the Holder's right, during the relevant Exercise Period, to exercise at a later date Vested Performance Rights held by the Holder.
(d) Following the exercise of Vested Performance Rights in accordance with clause 4(a), the Company must:
(i) issue the relevant number of Performance Right Shares to the Holder;
(ii) apply for official quotation on ASX of the Performance Right Shares within the period required by ASX; and

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(iii) if required to enable the Performance Rights Shares to be freely tradeable, subject to clause 4(e), within 5 Business Days of the issue of the Performance Right Shares under clause 4(i), issue a cleansing notice under section 708A(5) of the Corporations Act.
(e) If the Company is not permitted to issue a cleansing notice under section 708A(5) of the Corporations Act within the time required under clause 4(d)(iii), or for any reason that cleansing notice is not effective to enable the Performance Right Shares to be freely tradable, the Company must either:
(i) issue a prospectus on the date that the Performance Right Shares are issued (in which case the date for issuing those Performance Right Shares may be extended to not more than 25 Business Days after the exercise of the Vested Performance Rights, to allow the Company time to prepare that prospectus); or
(ii) issue a prospectus before the date that the Performance Right Shares are issued, provided that offers under that prospectus must still be open for acceptance on the date those Performance Right Shares are issued,

in accordance with the requirements of section 708A(11) of the Corporations Act.

(f) Subject to clause 5(c), if the Holder dies during the term of a Vested Performance Right, the Holder's legal personal representative shall stand in the place of the Holder for the purposes of clause 4(d), subject only to prior production to the Company of such evidence as would be required to permit the legal personal representative to become registered as a shareholder in respect of any Shares held by the Holder.
(g) From and including the date of issue to a Holder of any Performance Right Shares, the Holder must not sell or transfer those Performance Right Shares if to do so would be in breach of the insider trading provisions of the Corporations Act (Part 7.10 Division 3), section 707(3) of the Corporations Act, any other applicable law or any Securities Trading Policy.
(h) From and including the date of issue to a Holder of any Performance Right Shares the Holder shall:
(i) be the absolute indefeasible beneficial owner of those Performance Right Shares; and
(ii) subject to clause 4(g), the Corporations Act, the Listing Rules, any Securities Trading Policy, any Class Order on which the Company is relying or any other applicable law, be entitled to sell, transfer, dispose of, mortgage, pledge or otherwise deal with those Shares or any interest therein in every manner whatsoever.
(i) Subject to clause 4(f), where the Holder dies or becomes bankrupt the legal personal representative of the deceased Holder or the trustee in bankruptcy of the bankrupt Holder, as the case may be, shall be the only person recognised as being entitled to the Performance Right Shares issuable to the Holder.

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(j) All Performance Right Shares will rank equally in all respects with all previously issued Shares at the time being on issue except as regards to any entitlements attaching to such Shares by reference to a record date that is prior to the date of issue of the Performance Right Shares.

5. FORFEITURE AND CESSATION AS AN ELIGIBLE PERSON IN RELATION TO PERFORMANCE RIGHTS

Lapse of a Performance Right

(a) An unvested Performance Right will lapse upon the earliest of the events specified in clauses 2(g) and clauses 5(b), 5(c) and 5(d) (if applicable to that class of Performance Right) occurring.

Fraudulent or dishonest action

(b) Unless the Board resolves otherwise, where, in the opinion of the Board, an Eligible Holder of Performance Rights at any time:
(i) acts or has acted fraudulently or dishonestly; or
(ii) is in breach or has breached any of his or her obligations to the Company,

the Board may do one or more of the following:

(iii) deem any unvested Performance Rights of the Holder to have immediately lapsed;
(iv) deem all or any Performance Right Shares issued to the Holder on the exercise of Performance Rights to be forfeited, in which event the Holder will be deemed to either have:
(A) agreed to sell such Performance Right Shares to the Company pursuant to a share scheme buy-back (as defined in the Corporations Act) for no consideration; or
(B) appointed an officer of the Company as his or her agent to sell such Shares; and
(C) where any Performance Right Shares issued to the Holder on the exercise of Performance Rights have been sold by the Holder, require the Holder to pay all or part of the net proceeds of that sale to the Company.

Ceasing to be an Eligible Person

(c) Subject to clauses 5(d) and 5(e), where an Eligible Holder of Performance Rights ceases to be an Eligible Person before the Performance Rights then held by him become Vested Performance Rights by reason of his:
(i) death or total and permanent disability,
(ii) bona fide redundancy;

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(iii) bona fide retirement, or
(iv) removal from a position of managerial or executive office (as defined in the Corporations Act) with the Company or a related body corporate (as defined in the Corporations Act),

unless the Board determines otherwise, in respect of those Performance Rights which have not satisfied the Performance Condition but have not lapsed, the Holder will be permitted to continue to hold those Performance Rights as if the Eligible Holder was still an Eligible Person.

Ceasing to satisfy relevant conditions

(d) Without prejudice to clause 5(b), unless the Board determines otherwise:
(i) if an Eligible Holder of Performance Rights ceases to be an Eligible Person for any reason other than contemplated by clause 5(c); or
(ii) if a Holder who is a Nominee ceases to meet the requirements to qualify as a Nominee,

all Performance Rights then held by the Holder will lapse immediately.

When employment or engagement ceases

(e) Notwithstanding clause 5(c), and subject to all applicable laws, unless otherwise resolved by the Board, an Eligible Holder of Performance Rights 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 Performance Right will be treated for the purposes of clauses 5(c) and 5(d) as not having ceased to be an Eligible Person.

6. TRANSFER OF RIGHTS

Except on the death of a Holder, Performance Rights may not be transferred, assigned or novated except with the prior approval of the Board.

7. SECURITY INTEREST

Subject to clause 6, Holders must not grant a Security Interest in or over or otherwise dispose of or deal with any Performance Rights or any interest in them until the underlying Performance Right Shares are issued to that Holder, and any such Security Interest or disposal or dealing will not be recognised in any manner by the Company and shall at the election of the Board result in the Performance Rights being declared to lapse immediately.

8. DIVIDEND AND VOTING RIGHTS

Performance Rights will not confer upon the Holder the right to dividends or to vote as a Shareholder until the Vested Performance Rights have been exercised and the Performance Right Shares issued or transferred to the Holder.

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9. TAKEOVER, SCHEME OF ARRANGEMENT AND CHANGE IN CONTROL

If any of the following events occurs, or the Board determines that such event is likely to occur:

(a) the Company announcing that its Shareholders have at a Court convened meeting of Shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement (excluding a merger by way of scheme of arrangement for the purposes of a corporate restructure (including change of domicile, consolidation, sub-division, reduction or return) of the issued capital of the Company) and the Court, by order, approves the scheme of arrangement;
(b) a Takeover Bid:
(i) is announced;
(ii) has become unconditional; and
(iii) the person making the Takeover Bid has a Relevant Interest in 50% or more of the Shares;
(c) any person acquires a Relevant Interest in 50.1% or more of the Shares by any other means; or
(d) any person acquires Control of the Company,

(each, a Change in Control Event ) unless the Board determines otherwise:

(e) if the Change in Control Event occurs within 12 months of the date of issue of the Performance Rights, the Tranche 1 Performance Rights (which have not already vested or lapsed) shall vest and become Vested Performance Rights;
(f) if the Change in Control Event occurs after 12 months but within 24 months of the date of issue of the Performance Rights, the Tranche 1 Performance Rights and Tranche 2 Performance Rights (which have not already vested or lapsed) shall vest and become Vested Performance Rights; and
(g) if the Change in Control Event occurs after 24 months of the date of issue of the Performance Rights, all Performance Rights which have not already vested or lapsed shall vest and become Vested Performance Rights.

The Board shall also have discretion to deal with the Performance Rights in such other manner that allows the holder of the Performance Right to participate in and/or benefit from any Change in Control Event.

10. PRO RATA ISSUE OF SECURITIES

(a) If during the term of any Performance Right, the Company makes a pro rata issue of securities to the Shareholders by way of a rights issue, a Holder shall not be entitled to participate in the rights issue in respect of any Performance Rights, only issued Performance Right Shares.
(b) A Holder will not be entitled to any adjustment to the number of Performance Right Shares he is entitled to or adjustment to any Performance Condition which is

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based, in whole or in part, upon the Company’s share price, as a result of the Company undertaking a rights issue.

11. ADJUSTMENT FOR BONUS ISSUE

If, during the term of any Performance Right, securities are issued pro rata to Shareholders generally by way of bonus issue, the number of Performance Right Shares to which each Holder is then entitled, shall be increased by that number of securities which the Holder would have been issued if the Performance Rights then held by the Holder were exercised immediately prior to the record date for the bonus issue.

12. ADJUSTMENT FOR RECONSTRUCTION

In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company (not being a reconstruction referred to in clauses 10 and 11 above), the number of Performance Rights shall be reconstructed (as appropriate) in accordance with the Listing Rules (applying at that time) and in a manner which will not result in any additional benefits being conferred on a Holder which is not conferred on holders of Shares generally, but in all other respects the terms of exercise will remain unchanged.

13. ACCUMULATION OF ADJUSTMENTS

Clauses 10, 11 and 12 are cumulative and shall apply (without duplication) to successive issues, subdivisions, combinations, consolidations, distributions and any other events that require adjustment of the number of Shares or the number or kind of securities that can be acquired upon the exercise of Performance Rights.

14. PARTICIPATION IN NEW ISSUES

There are no participation rights or entitlements inherent in the Performance Rights and holders will not be entitled to participate in new issues of capital offered to the Company's shareholders during the currency of the Performance Rights.

15. DEFINITIONS

Class Order means an instrument issued by ASIC that, among other things, exempts a person(s) from compliance with certain provisions of the Corporations Act, or other acts administered by ASIC.

Company means Vysarn Limited ACN 124 212 175.

Control has the meaning given in section 50AA of the Corporations Act.

Corporations Act means the Corporations Act 2001 (Cth).

Eligible Person means an employee, director or contractor of the Company or a related body corporate (as defined in the Corporations Act) or such other person as determined by the Board to be an Eligible Person.

Eligible Holder means Mr James Clement.

Exercise Notice means a duly completed exercise notice of a Vested Performance Right signed by the Eligible Holder.

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Exercise Period subject to clause 4, means the period up to the Expiry Date during which a Vested Performance Right may be exercised.

Expiry Date has the meaning given in clause 2(a).

Holder means an Eligible Holder or, where the Eligible Holder directed their Performance Rights to be held by a Nominee, that Nominee.

Performance Condition has the meaning given in clause 2(b).

Performance Right means a right granted on the terms and conditions in this Schedule to be issued one Share.

Performance Right Share means, in respect of any Performance Right, the Share a Holder is entitled to subscribe for, or take a transfer of, by reason of the grant to him of that Performance Right, including any securities resulting from an adjustment made thereto pursuant to the terms and conditions of the Performance Right.

Relevant Interest has the meaning given in the Corporations Act.

Security Interest means any mortgage, pledge, charge, lien, encumbrance, assignment, security, interest, preferential right, set-off or any other security arrangement.

Securities Trading Policy means any policy established by the Company applicable to trading in securities of the Company.

Share means a fully paid ordinary share in the Company.

Shareholder means a holder of a Share.

Takeover Bid has the meaning given to that term in section 9 of the Corporations Act.

Vested Performance Right subject to clause 9, has the meaning given in clause 2(f).

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ATTACHMENT B - TERMS AND CONDITIONS OF OPTIONS

1. Entitlement

The Company will issue a total of:

(a) 5,000,000 Class A Options ; and
(b) 5,000,000 Class B Options ,

(collectively, the Options ) to James Clement (or his nominees). Each Option entitles the holder (subject to these terms and conditions) to subscribe for one fully paid ordinary share ( Share ) in Vysarn Limited ACN 124 212 175 ( Company ) upon exercise of the Option.

2. Exercise Price

The exercise price for each Option is $0.075 each ( Exercise Price ).

3. Expiry Date

Each Option will expire 3 years from the date of issue ( Expiry Date ).

An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

4. Vesting Conditions and Exercise Period

The Options are exercisable at any time after the occurrence of any of the following:

(a) for the:
Class A Options, the Company’s 30 business days volume weighted average price of Shares as traded on ASX reaches $0.085; and
Class B Options, the Company’s 30 business days volume weighted average price of Shares as traded on ASX reaches $0.10; or
(b) a Change of Control Event,

and before 5.00pm (WST) on the Expiry Date ( Exercise Period ). The exercise of Options is subject at all times to the Corporations Act.

5. Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company ( Notice of Exercise ) and payment of the relevant Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

6. Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt by the Company of the Notice of Exercise and the date of receipt of the payment of the relevant Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

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7. Timing of issue of the Shares on exercise

Within 15 Business Days after the later of the following:

(a) receipt of a Notice of Exercise given in accordance with these terms and conditions and payment of the Exercise Price for each Option being exercised; and
(b) when excluded information in respect of the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information. If there is no such information, the relevant date will be the date of receipt of a Notice of Exercise as detailed in item 7(a) above,

the Company will:

(c) allot and issue the Shares pursuant to the exercise of the Options;
(d) as soon as reasonably practicable and if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(e) apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

8. Shares issued on exercise

The Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

9. Quotation of the Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

10. Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the Listing Rules at the time of the reconstruction.

11. Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to the Company's shareholders during the currency of the Options without exercising the Options.

12. Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment):

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(a) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the holder would have received if the Options held by the holder had been exercised before the record date for the bonus issue; and
(b) no change will be made to the Exercise Price.

13. Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing shareholders (other than an issue in lieu of in satisfaction of dividends or by way of dividend reinvestment) the Exercise Price of an Option will be reduced according to the following formula:

New exercise price = O - E[P (S+D)] N+1
O = the old Exercise Price of the Option.
E = the number of underlying Shares into which one Option is exercisable.
P = average market price per Share weighted by reference to volume of the underlying Shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date.
S =
the subscription price of a Share under the pro rata issue.
D = the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).
N = the number of Shares with rights or entitlements that must be held to receive a right to one new Share.

14. Unquoted

The Company will not apply for quotation of the Options on ASX.

15. Transferability

The Options are non-transferable.

16. Definitions

Change of Control Event occurs when any of the following events occurs, or the Board determines that such event is likely to occur:

(a) the Company announcing that its Shareholders have at a Court convened meeting of Shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement (excluding a merger by way of scheme of arrangement for the purposes of a corporate restructure (including change of domicile, consolidation, sub-division, reduction or return) of the issued capital of the Company) and the Court, by order, approves the scheme of arrangement;
(b) a Takeover Bid is announced, has become unconditional and the person making the Takeover Bid has a Relevant Interest in 50% or more of the Shares;

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(c) any person acquires a Relevant Interest in 50.1% or more of the Shares by any other means; or
(d) any person acquires Control of the Company.

Company means Vysarn Limited ACN 124 212 175.

Control has the meaning given in section 50AA of the Corporations Act.

Corporations Act means the Corporations Act 2001 (Cth).

Relevant Interest has the meaning given in the Corporations Act.

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

Takeover Bid has the meaning given to that term in section 9 of the Corporations Act.

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AI assistant

VYSARN LIMITED — Board/Management Information 2019

66029_rns_2019-11-27_3de9e36d-14dd-4598-be04-35b835892b62.pdf

ASX:VYS

28 November 2019

James Clement appointed as CEO and MD

Schedule A – James Clement Professional Profile

Tertiary Education:

Professional Career – Recently:

Mareterram Limited (previously ASX:MTM) – January 2016 to February 2019

Style Limited (changed name to Mareterram Limited) - August 2014 to December 2015

Western Australian Fishing Industry Council

Professional Career - Previously:

Euroz Securities

Black Swan Equities

JM Financial Group

Thorney Group

Professional Football Career

1996 - 2012

Schedule B

Key terms of employment

ATTACHMENT A - TERMS AND CONDITIONS OF PERFORMANCE RIGHTS

1. NUMBER OF PERFORMANCE RIGHTS AND ISSUE PRICE

2. EXPIRY DATE AND PERFORMANCE CONDITIONS

(together, the Performance Conditions ).

3. QUOTATION

4. EXERCISE OF VESTED PERFORMANCE RIGHTS

5. FORFEITURE AND CESSATION AS AN ELIGIBLE PERSON IN RELATION TO PERFORMANCE RIGHTS

Lapse of a Performance Right

Fraudulent or dishonest action

Ceasing to be an Eligible Person

Ceasing to satisfy relevant conditions

When employment or engagement ceases

6. TRANSFER OF RIGHTS

7. SECURITY INTEREST

8. DIVIDEND AND VOTING RIGHTS

9. TAKEOVER, SCHEME OF ARRANGEMENT AND CHANGE IN CONTROL

10. PRO RATA ISSUE OF SECURITIES

11. ADJUSTMENT FOR BONUS ISSUE

12. ADJUSTMENT FOR RECONSTRUCTION

13. ACCUMULATION OF ADJUSTMENTS

14.

PARTICIPATION IN NEW ISSUES

15. DEFINITIONS

ATTACHMENT B - TERMS AND CONDITIONS OF OPTIONS

1. Entitlement

2. Exercise Price

3. Expiry Date

4. Vesting Conditions and Exercise Period

5. Notice of Exercise

6. Exercise Date

7. Timing of issue of the Shares on exercise

8. Shares issued on exercise

9. Quotation of the Shares issued on exercise

10. Reconstruction of capital

11. Participation in new issues

12. Adjustment for bonus issues of Shares

13. Adjustment for rights issue

14. Unquoted

15. Transferability

16. Definitions

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VYSARN LIMITED Board/Management Information 2019