Exhibit
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Description
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Press Release
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Piedmont Lithium Limited
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(registrant)
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Date: February 26, 2020
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By: /s/ Keith Phillips
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Name: Keith Phillips
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Title: President and Chief Executive Officer
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(a)
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a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with
the directions given to the proxy or attorney to vote on this; or
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(b)
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the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance
with a direction given to the Chairperson to vote on the Resolution as the Chairperson decides; or
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(c)
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a Shareholder acting solely in a nominee, trustee, custodian or other fiduciary capacity on behalf of a
beneficiary provided the following conditions are met:
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(i)
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the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from
voting, and is not an associated of a person excluded from voting on this Resolution; and
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(ii)
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the Shareholder votes on the resolution in accordance with the directions given by the beneficiary to the
Shareholder to vote in that way.
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(a)
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the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
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(b)
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the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is
to vote but expressly authorises the Chairperson to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel.
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(a)
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a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with
the directions given to the proxy or attorney to vote on this; or
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(b)
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the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance
with a direction given to the Chairperson to vote on the Resolution as the Chairperson decides; or
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(c)
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a Shareholder acting solely in a nominee, trustee, custodian or other fiduciary capacity on behalf of a
beneficiary provided the following conditions are met:
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(i)
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the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from
voting, and is not an associated of a person excluded from voting on this Resolution; and
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(ii)
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the Shareholder votes on the resolution in accordance with the directions given by the beneficiary to the
Shareholder to vote in that way.
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(a)
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the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
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(b)
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the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is
to vote but expressly authorises the Chairperson to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel.
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(a)
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a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with
the directions given to the proxy or attorney to vote on this; or
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(b)
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the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance
with a direction given to the Chairperson to vote on the Resolution as the Chairperson decides; or
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(c)
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a Shareholder acting solely in a nominee, trustee, custodian or other fiduciary capacity on behalf of a
beneficiary provided the following conditions are met:
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(i)
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the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from
voting, and is not an associated of a person excluded from voting on this Resolution; and
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(ii)
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the Shareholder votes on the resolution in accordance with the directions given by the beneficiary to the
Shareholder to vote in that way.
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(a)
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the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
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(b)
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the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is
to vote but expressly authorises the Chairperson to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel.
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4.
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Resolution 4 – Issue of Shares to Mr. Jeffrey Armstrong
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(a)
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a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with
the directions given to the proxy or attorney to vote on this; or
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(b)
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the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance
with a direction given to the Chairperson to vote on the Resolution as the Chairperson decides; or
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(c)
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a Shareholder acting solely in a nominee, trustee, custodian or other fiduciary capacity on behalf of a
beneficiary provided the following conditions are met:
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(i)
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the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from
voting, and is not an associated of a person excluded from voting on this Resolution; and
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(ii)
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the Shareholder votes on the resolution in accordance with the directions given by the beneficiary to the
Shareholder to vote in that way.
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(a)
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the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
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(b)
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the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is
to vote but expressly authorises the Chairperson to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel.
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5.
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Resolution 5 – Issue of Shares to Mr. Jorge Beristain
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(a)
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a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with
the directions given to the proxy or attorney to vote on this; or
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(b)
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the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance
with a direction given to the Chairperson to vote on the Resolution as the Chairperson decides; or
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(c)
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a Shareholder acting solely in a nominee, trustee, custodian or other fiduciary capacity on behalf of a
beneficiary provided the following conditions are met:
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(i)
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the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from
voting, and is not an associated of a person excluded from voting on this Resolution; and
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(ii)
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the Shareholder votes on the resolution in accordance with the directions given by the beneficiary to the
Shareholder to vote in that way.
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(a)
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the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
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(b)
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the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is
to vote but expressly authorises the Chairperson to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel.
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(a)
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a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with
the directions given to the proxy or attorney to vote on this; or
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(b)
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the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance
with a direction given to the Chairperson to vote on the Resolution as the Chairperson decides; or
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(c)
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a Shareholder acting solely in a nominee, trustee, custodian or other fiduciary capacity on behalf of a
beneficiary provided the following conditions are met:
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(i)
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the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from
voting, and is not an associated of a person excluded from voting on this Resolution; and
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(ii)
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the Shareholder votes on the resolution in accordance with the directions given by the beneficiary to the
Shareholder to vote in that way.
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(a)
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the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
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(b)
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the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is
to vote but expressly authorises the Chairperson to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel.
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1.
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Introduction
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Section 2:
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Action to be taken by Shareholders
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Section 3:
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Resolution 1 – Issue of Incentive Options to Mr. Keith Phillips
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Section 4:
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Resolution 2 – Issue of Performance Rights to Mr. Keith Phillips
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Section 5:
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Resolutions 3 to 6 (inclusive) – Issue of Shares to Non-Executive Directors
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Schedule 1:
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Definitions
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Schedule 2:
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Summary of Employee Equity Incentive Plan
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Schedule 3:
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Terms and Conditions of Incentive Options
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Schedule 4:
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Terms and Conditions of Performance Rights
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2.1
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Proxies
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(a)
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a Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy;
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(b)
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a proxy need not be a Shareholder; and
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(c)
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a Shareholder entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes
each proxy is appointed to exercise. Where the proportion or number is not specified, each proxy may exercise half of the votes.
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3.2
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Corporations Act
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(a)
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the benefit is remuneration of a related party as an officer (including a Director) of the company; and
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(b)
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to give the remuneration would be reasonable given the circumstances.
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3.3
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ASX Listing Rules
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(a)
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a director of the company;
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(b)
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an associate of a director of the company; or
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(c)
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a person whose relationship with the entity or a person referred to in (a) or (b) above is, in ASX's opinion, the acquisition
should be approved by its shareholders.
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(a)
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the Incentive Options will be granted to Mr. Keith Phillips, Managing Director and Chief Executive Officer of the Company
(and/or his nominee);
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(b)
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Mr. Keith Phillips falls within category 10.14.1 of the Listing Rules, as he is a Director of the Company;
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(c)
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the maximum number of Incentive Options to be granted to Mr. Keith Phillips (and/or his nominee) is 6,000,000;
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(d)
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the current remuneration package of Mr. Keith Phillips consists of a fixed remuneration component of US$250,000 per annum and
a discretionary annual bonus of up to US$100,000 to be paid upon the successful completion of key performance indicators as determined by the Board. In addition, Mr. Keith Phillips has previously been issued the following securities:
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Date of issue
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Type of security
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Number of securities issued
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Average acquisition price (if any)
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July 6, 2017
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Options exercisable at A$0.10 each on or before July 10, 2020
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6,000,000
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Nil
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July 6, 2017
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Options exercisable at A$0.12 each on or before January 10, 2021
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6,000,000
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Nil
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July 6, 2017
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Options exercisable at A$0.16 each on or before July 10, 2021
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6,000,000
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Nil
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July 6, 2017
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Options exercisable at A$0.24 each on or before July 10, 2022
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6,000,000
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Nil
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(e)
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Mr. Keith Phillips has not previously been issued any securities under the Plan;
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(f)
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each Incentive Option has an exercise price of A$0.16 and is exercisable on or before December 31, 2022. The Incentive
Options are:
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(i)
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subject to the material terms summarised in Schedule 3 to this Notice;
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(ii)
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being issued as a cost effective and efficient reward for the Company to make to appropriately incentivise the continued
performance of Mr. Keith Phillips and is considered by the Board to be consistent with the strategic goals and targets of the Company; and
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(iii)
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provided the vesting conditions are satisfied, have an estimated value of A$0.045 each, based on a Black-Scholes valuation
model and assuming a Share price of A$0.12 (being the closing price of a Share on February 10, 2020). Note that this value is considered to represent the theoretical value for the incentive options given the inherent limitations of the
Black-Scholes model which is a theoretical valuation model only. As a result, the total value attributed to the Incentive Options to be issued to Mr. Keith Phillips (and/or his nominee) would be approximately A$270,000;
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(g)
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the Company will grant the Incentive Options no later than 12 months after the date of the Meeting;
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(h)
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the Incentive Options will be granted for nil consideration;
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(i)
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a summary of the material terms of the Plan are detailed in Schedule 2 to this Notice;
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(j)
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there is no loan associated with the grant of the Incentive Options;
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(k)
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details of any securities issued under the Plan will be published in the Annual Report of the Company relating to a period in
which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14. Any additional persons covered by Listing Rule 10.14 who become entitled to participate in the Plan after the Resolution is
approved and who were not named in the Notice will not participate until approval is obtained under that rule; and
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(l)
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a voting exclusion statement is included in the Notice for the purposes of Resolution 1.
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3.5
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Directors' recommendations
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4.
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Resolution 2 – Issue of Performance Rights to Mr. Keith Phillips
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4.2
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Corporations Act
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(a)
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the benefit is remuneration of a related party as an officer (including a Director) of the company; and
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(b)
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to give the remuneration would be reasonable given the circumstances.
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4.3
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ASX Listing Rules
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(a)
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a director of the company;
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(b)
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an associate of a director of the company; or
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(c)
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a person whose relationship with the entity or a person referred to in (a) or (b) above is, in ASX's opinion, the acquisition
should be approved by its shareholders.
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4.4
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Specific Information required by Listing Rule 10.15
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(a)
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the Performance Rights will be granted to Mr. Keith Phillips, Managing Director and Chief Executive Officer of the Company
(and/or his nominee);
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(b)
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Mr. Keith Phillips falls within category 10.14.1 of the Listing Rules, as he is a Director of the Company;
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(c)
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the maximum number of Performance Rights to be granted to Mr. Keith Phillips (and/or his nominee) is 2,250,000. The actual
number of Performance Rights that vest is dependent on the achievement of the Performance Criteria as described in Section 4.1 above;
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(d)
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the current remuneration package of Mr. Keith Phillips is detailed in Section 3.4;
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(e)
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Mr. Keith Phillips has not previously been issued any securities under the Plan;
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(f)
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The exercise price of the Performance Rights is nil and the expiry dates are either December 31, 2020, December 31, 2021 or
December 31, 2022. The Performance Rights:
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(i)
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are subject to the material terms summarised in Schedule 4 and the performance criteria detailed Section 4.1 to this
Notice;
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(ii)
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are being issued as a cost effective and efficient reward for the Company to make to appropriately incentivise the continued
performance of Mr. Keith Phillips and is considered by the Board to be consistent with the strategic goals and targets of the Company; and
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(iii)
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provided the vesting conditions are satisfied, have the value of a Share, as the Performance Rights have a nil exercise price
and do not have market conditions attached to them. As at February 10, 2020, the price of a Share is A$0.12 per Share. As a result, the total value attributed to the Performance Rights to be issued to Mr. Keith Phillips (and/or his nominee)
would be approximately A$270,000;
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(g)
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the Company will grant the Performance Rights no later than 12 months after the date of the Meeting;
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(h)
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the Performance Rights will be granted for nil consideration;
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(i)
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a summary of the material terms of the Plan are detailed in Schedule 2 to this Notice;
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(j)
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there is no loan associated with the grant of the Performance Rights;
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(k)
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details of any securities issued under the Plan will be published in the Annual Report of the Company relating to a period in
which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14. Any additional persons covered by Listing Rule 10.14 who become entitled to participate in the Plan after the Resolution is
approved and who were not named in the Notice will not participate until approval is obtained under that rule; and
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(l)
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a voting exclusion statement is included in the Notice for the purposes of Resolution 2.
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4.5
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Directors' recommendations
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5.
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Resolutions 3 to 6 (inclusive) – Issue of Shares to Non-Executive Directors
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Non-Executive Director
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Number of Shares
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Mr. Anastasios Arima
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500,000
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Mr. Jeffrey Armstrong
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500,000
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Mr. Jorge Beristain
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500,000
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Mr. Levi Mochkin
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500,000
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5.2
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Corporations Act
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(a)
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the benefit is remuneration of a related party as an officer (including a Director) of the company; and
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(b)
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to give the remuneration would be reasonable given the circumstances.
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5.3
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ASX Listing Rules
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(a)
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a related party;
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(b)
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a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the
company;
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(c)
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a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company
and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;
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(d)
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an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3 (being any of the above listed persons); or
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(e)
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a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 (being any of the
above listed persons) is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,
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5.4
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Specific information required by Listing Rule 10.13
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(a)
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the Shares will be issued to Messrs. Anastasios Arima, Jeffrey Armstrong, Jorge Beristain, and Levi Mochkin
(and/or their nominees);
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(b)
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Messrs. Anastasios Arima, Jeffrey Armstrong, Jorge Beristain, and Levi Mochkin fall within the related party
category, being Listing Rule 10.11.1, as they are Non-Executive Directors of the Company;
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(c)
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the maximum number of Shares to be issued is as follows:
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(i)
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500,000 Shares to Mr. Anastasios Arima (and/or his nominee);
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(ii)
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500,000 Shares to Mr. Jeffrey Armstrong (and/or his nominee);
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(iii)
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500,000 Shares to Mr. Jorge Beristain (and/or his nominee); and
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(iv)
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500,000 Shares to Mr. Levi Mochkin (and/or his nominee);
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(d)
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the Shares are fully paid ordinary shares in the Company, which will be subject to a 12-month voluntary
escrow period;
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(e)
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the Shares will be issued no later than one month after the date of the Meeting (or such longer period of
time as ASX may in its discretion allow);
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(f)
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the Shares will rank equally in all respects with the Company's existing Shares on issue;
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(g)
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no funds will be raised from the issue of the Shares as they are being issued for nil cash consideration as
part of the remuneration for services provided by the Non-Executive Directors;
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(h)
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the current remuneration packages of the Non-Executive Directors consist of director fees of US$30,000 per
annum. In addition: (i) Mr. Beristain receives fees of US$10,000 per annum for additional services provided in respect of serving as chair of the Company’s Audit Committee; (ii) Mr Arima receives consulting fees of US$70,000 per annum for
additional services provided in respect of business development activities; and (iii) Ledger Holdings Pty Ltd, a company associated with Mr Levi Mochkin, receives consulting fees of US$70,000 per annum for additional services provided in
respect of business development activities.
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(i)
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a voting exclusion statement is included in the Notice for Resolutions 3 to 6 (inclusive).
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5.5
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Directors' recommendations
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(a)
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a spouse or child of the member; or
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(b)
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has the meaning given in section 9 of the Corporations Act.
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(a)
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the number of Options or Performance Rights;
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(b)
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the conditions on the Offer (Offer Conditions);
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(c)
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the Grant Date;
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(d)
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the Fee (if any);
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(e)
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the Performance Criteria (if any);
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(f)
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the Vesting Conditions (if any);
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(g)
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the Exercise Price (if any);
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(h)
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the Exercise Period (if applicable);
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(i)
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the Performance Period (if applicable); and
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(j)
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the Expiry Date and Term (if applicable);
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(a)
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the Participant ceases to hold employment or office with the Company or Group member (except where the Participant is a Good Leaver);
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(b)
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the Participant is determined to have engaged in Fraudulent or Dishonest Conduct (described below);
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(c)
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the applicable Performance Criteria and/or Vesting Conditions are not achieved by the relevant time;
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(d)
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the Board determines, in its reasonable opinion, that the applicable Performance Criteria and/or Vesting Conditions have not been met or cannot be
met within the relevant time;
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(e)
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the Expiry Date has passed;
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(f)
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the Board determines that the Participant has brought the Group into disrepute or acted contrary to the interest of the Company or Group;
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(g)
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the Participant has elected to surrender the Performance Rights or Options; and
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(h)
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the Offer Letter provides for the cancellation of the Performance Rights or Options in any other circumstances.
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(a)
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all vested Options which have not been exercised will continue in force and remain exercisable for 90 days after the date the Participant becomes a
Good Leaver, unless the Board determines otherwise in its sole and absolute discretion, after which the Employee Incentives will lapse; and
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(b)
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the Board may in its discretion permit unvested Employee Incentive held by the Good Leaver to vest, amend the vesting criteria applicable to the
Employee Incentives (including Performance Criteria and/or Vesting Conditions or determine that the unvested Employee Incentives lapse.
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(a)
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acts fraudulently or dishonestly;
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(b)
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wilfully breaches his or her duties to the Company or any member of the Group; or
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(c)
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has, by any act or omission, in the opinion of the Board (determined in its absolute discretion):
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(i)
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brought the Company, the Group, its business or reputation into disrepute; or
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(ii)
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is contrary to the interest of the Company or the Group.
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(d)
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commits any material breach of the provisions of any employment contract entered into by the Participant with any member of the Group;
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(e)
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commits any material breach of any of the policies of the Group or procedures or any laws, rules or regulations applicable to the Company or Group;
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(f)
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is subject to allegations, has been accused of, charged with or convicted of fraudulent or dishonest conduct in the performance of the Participant's
(or former Participant's) duties, which in the reasonable opinion of the relevant directors of the Group effects the Participant's suitability for employment with that member of the Group, or brings the Participant or the relevant member of
the Group into disrepute or is contrary to the interests of the Company or the Group;
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(g)
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is subject to allegations, has been accused of, charged with or convicted of any criminal offence which involves fraud or dishonesty or any other
criminal offence which Board determines (in its absolute discretion) is of a serious nature;
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(h)
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has committed any wrongful or negligent act or omission which has caused any member of the Group substantial liability;
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(i)
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has become disqualified from managing corporations in accordance with Part 2D.6 of the Corporations Act or has committed any act that, pursuant to
the Corporations Act, may result in the Participant being banned from managing a corporation; or
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(j)
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has committed serious or gross misconduct, wilful disobedience or any other conduct justifying termination of employment without notice.
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(k)
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has wilfully or negligently failed to perform their duties under any employment contract entered into by the Participant with any member of the
Group;
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(l)
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has engaged in a transaction which involves a conflict of interest to their employment with the Company resulting in the Participant or former
Participant obtaining a personal benefit;
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(m)
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accepts a position to work with a competitor of the Company or Group;
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(n)
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acting in such a manner that could be seen as being inconsistent with the culture and values of the Company or the Group; or
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(o)
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any other act that the Board determines in its absolute discretion to constitute fraudulent or dishonest by the Participant or former Participant.
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(a)
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the Company announces 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, or any reconstruction, consolidation, sub-division, reduction or return) of the
issued capital of the Company) and the Court, by order, approves the scheme of arrangement;
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(b)
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a Takeover Bid:
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(i)
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is announced;
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(ii)
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has become unconditional; and
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(iii)
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the person making the Takeover Bid has a Relevant Interest in 50% or more of the issued Shares;
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(c)
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any person acquires a Relevant Interest in 50.1% or more of the issued Shares by any other means; or
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(d)
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the Company announces that a sale or transfer (in one transaction or a series of transaction) of the whole (or substantially the
whole) of the undertaking and business of the Company has been completed.
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1.1
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Subject to the Board determining otherwise prior to an Offer, each vested Incentive Option entitles the Participant holding the
Incentive Option to subscribe for, or to be transferred, one Share on payment of the Exercise Price (if any).
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1.2
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Each Incentive Option has an exercise price of A$0.16 (Exercise Price).
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1.3
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Each Incentive Option is exercisable after the Vesting Condition has been satisfied and expires on December 31, 2022 (Expiry Date).
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1.5
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The Incentive Options will vest after 12 months of continuous service from the date of issue (Vesting Condition).
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1.6
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In the event of a Liquidity Event, the Board in its absolute discretion may waive any vesting or exercise criteria in respect of
some or all Incentive Options held by a Participant.
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1.7.1
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a signed Notice of Exercise; and
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1.7.2
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subject to the cashless exercise option, a cheque or cash or such other form of payment determined by the Board in its sole and
absolute discretion as satisfactory for the amount of the Exercise Price (if any).
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1.8
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Where a cheque is presented as payment of the Exercise Price on the exercise of Incentive Options, the Company will not, unless
otherwise determined by the Board, allot and issue or transfer Shares until after any cheque delivered in payment of the Exercise Price has been cleared by the banking system.
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1.11
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If the difference between the total Exercise Price otherwise payable for the Incentive Options on the Incentive Options being
exercised and the then market value of the Shares at the time of exercise (calculated in accordance with clause 1.10) is zero or negative, then a Participant will not be entitled to use the Cashless Exercise Facility.
|
1.12
|
Incentive Options must be exercised in multiples of one hundred (100) unless fewer than one hundred (100) Incentive Options are
held by a Participant or the Board otherwise agrees.
|
1.13
|
Following the exercise of Incentive Options:
|
1.13.1
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the Incentive Options will automatically lapse; and
|
1.13.2
|
the Company will allot and issue, or transfer, the number of Shares for which the Participant is entitled
to subscribe for or acquire through the exercise of the Incentive Options.
|
1.14.1
|
1.14.2
|
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 clause 1.14.1 above,
|
1.14.3
|
allot and issue the Shares pursuant to the exercise of the Incentive Options;
|
1.14.4
|
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
|
1.14.5
|
apply for official quotation on ASX of Shares issued pursuant to the exercise of the Incentive Options.
|
1.15
|
Notwithstanding clause 1.14 above, solely with respect to Participants who are not U.S. residents or to the extent such
does not otherwise violate Code Section 409A, the Company’s obligation to issue such Shares shall be postponed if such Participant at any time after the delivery of a Notice of Exercise and payment of the Exercise Price for each Incentive
Option being exercised (if applicable) elects for the Shares to be issued to be subject to a holding lock for a period of twelve (12) months. Following any such election:
|
1.15.1
|
the Shares to be issued or transferred will be held by such Participant on the Company's issuer sponsored
sub-register (and not in a CHESS sponsored holding);
|
1.15.2
|
the Company will apply a holding lock on the Shares to be issued or transferred and such Participant is
taken to have agreed to that application of that holding lock;
|
1.16
|
the Company shall release the holding lock on the Shares on the earlier to occur of:
|
1.16.2
|
the date the Company issues a disclosure document that qualifies the Shares for trading in accordance with
section 708A(11) of the Corporations Act; or
|
1.16.3
|
the date a transfer of the Shares occurs pursuant to clause 1.17 of these terms and conditions; and
|
1.18
|
Shares issued on the exercise of the Incentive Options rank equally with all existing Shares, including those Shares issued,
directly, under the Plan.
|
1.19
|
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 Incentive Options.
|
1.20
|
Subject to any Applicable Laws, the number of Incentive Options held by a Participant under the Plan may, in the sole and
absolute discretion of the Board, be determined to be such number as is appropriate and so that the Participant does not suffer any material detriment following any variation in the share capital of the Company arising from:
|
1.20.1
|
a reduction, subdivision or consolidation of share capital;
|
1.20.2
|
a reorganisation of share capital;
|
1.20.3
|
a distribution of assets in specie;
|
1.20.4
|
the payment of a dividend, otherwise than in the ordinary course, of an amount substantially in excess of
the Company's normal distribution policy; or
|
1.20.5
|
any issue of ordinary shares or other equity securities or instruments which convert into ordinary shares
by way of capitalisation of profits or reserves.
|
1.21
|
Upon any adjustment being made, the Board will notify each Participant (or his or her legal personal representative where
applicable) in writing, informing them of the number of Incentive Options held by the relevant Participant.
|
1.22
|
If there is any reorganisation of the issued share capital of the Company, the terms of Incentive Options and the rights of the
Participant who holds such Incentive Options will be varied, including an adjustment to the number of Incentive Options and/or the Exercise Price (if any) applicable to Incentive Options, in accordance with the Listing Rules that apply to
the reorganisation at the time of the reorganisation.
|
1.23
|
A Participant who holds Incentive Options is not entitled to:
|
1.23.1
|
notice of, or to vote or attend at, a meeting of the Shareholders;
|
1.23.2
|
receive any dividends declared by the Company; or
|
1.23.3
|
participate in any new issues of securities offered to Shareholders during the term of the Incentive
Options,
|
1.24
|
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 Incentive Option will be reduced according to the following formula:
|
1.25
|
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):
|
1.25.1
|
the number of Shares which must be issued on the exercise of an Incentive Option will be increased by the
number of Shares which the Participant would have received if the Participant had exercised the Incentive Option before the record date for the bonus issue; and
|
1.25.2
|
no change will be made to the Exercise Price.
|
1.26.1
|
the Company announces 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, or any reconstruction, consolidation,
sub-division, reduction or return) of the issued capital of the Company) and the Court, by order, approves the scheme of arrangement;
|
1.26.2
|
a Takeover Bid:
|
1.26.2.1
|
is announced;
|
1.26.2.2
|
has become unconditional; and
|
1.26.2.3
|
the person making the Takeover Bid has a Relevant Interest in fifty percent (50%) or more of the issued Shares;
|
1.26.3
|
any person acquires a Relevant Interest in fifty and one-tenth percent (50.1%) or more of the issued Shares
by any other means; or
|
1.26.4
|
the announcement by the Company that a sale or transfer (in one transaction or a series of related
transactions) of the whole or substantially the whole of the undertaking and business of the Company has been completed.
|
1.27
|
Where a Change of Control Event has (i) occurred or (ii) been announced by the Company and, in the opinion of the Board, will or
is likely to occur:
|
1.27.1
|
a Participant may exercise any or all of their Incentive Options, regardless of whether the Vesting
Conditions have been satisfied, provided that no Incentive Option will be capable of exercise later than the Expiry Date; and
|
1.27.2
|
if the Board has procured an offer for all holders of Incentive Options on like terms (having regard to the
nature and value of the Incentive Options) to the terms proposed under the Change in Control Event and the Board has specified (in its absolute discretion) a period during which the holders of Incentive Options may elect to accept the offer
and, if the holder has not so elected at the end of that offer period, the Incentive Options, if not exercised within 10 days of the end of that offer period, shall expire.
|
1.28
|
The Company will not seek official quotation of any Incentive Options.
|
1.29
|
Incentive Options granted under this Plan may not be assigned, transferred, encumbered with a Security Interest in or over them,
or otherwise disposed of by a Participant, unless:
|
1.29.1
|
the prior consent of the Board is obtained, which consent may impose such terms and conditions on such
assignment, transfer, encumbrance with a Security Interest or disposal as the Board sees fit; or
|
1.29.2
|
such assignment or transfer occurs by force of law upon the death or total and permanent disablement of a
Participant to the Participant's legal personal representative.
|
1.30
|
Incentive Options will be recorded in the appropriate register of the Company.
|
1.31
|
The Incentive Options are issued under and in accordance with the Plan and the terms and conditions of these Incentive Options
are subject to the Rules.
|
1.32
|
With respect to Incentive Options granted to Eligible Employees residing in the U.S, clause 28 of the Plan shall apply,
notwithstanding anything to the contrary herein or in clause 28.3 of the Plan, to the extent that there is any inconsistency between this Schedule 3 and the terms, conditions, and provisions hereof and clause 28, the latter will prevail.
|
1.1
|
The Board may offer Performance Rights to any Participant in its sole discretion. Each Performance Right confers an entitlement
to be provided with one Share, credited as fully paid, at no cost, upon the full satisfaction of the Performance Criteria specified by the Board in relation to that Performance Right.
|
1.2
|
The Performance Criteria and Expiry Dates of each Performance Right is referred to in the table below.
|
1.3
|
Performance Rights will only vest and entitle the Participant to be issued Shares if the applicable Performance Criteria have
been satisfied prior to the end of the Expiry Date (Performance Period), waived by the Board, or are deemed to have been satisfied under
these Rules.
|
1.5
|
Where Performance Rights have not satisfied the Performance Criteria within the Performance Period or Expiry Date (whichever
occurs earlier) those Performance Rights will automatically lapse.
|
1.6.1
|
the satisfaction of the Performance Criteria and/or Vesting Conditions (if any) applicable to the Performance Rights; and
|
1.6.2
|
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 the relevant Performance Criteria and/or Vesting Conditions are satisfied pursuant to clause 1.4,
|
1.6.3
|
allot and issue the Shares pursuant to the vesting of the Performance Rights;
|
1.6.4
|
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
|
1.6.5
|
apply for official quotation on ASX of Shares issued pursuant to the vesting of the Performance Rights.
|
1.7
|
Notwithstanding clause 1.6 above, solely with respect to Participants who are not U.S. residents or to the extent such
does not otherwise violate Code Section 409A, the Company’s obligation to issue such Shares shall be postponed if such Participant at any time after the relevant Performance Criteria and/or Vesting Conditions are satisfied pursuant to
clause 1.4 elects for the Shares to be issued to be subject to a holding lock for a period of twelve (12) months. Following any such election:
|
1.7.1
|
the Shares to be issued or transferred will be held by such Participant on the Company's issuer sponsored sub-register (and not
in a CHESS sponsored holding);
|
1.7.2
|
the Company will apply a holding lock on the Shares to be issued or transferred and such Participant is taken to have agreed to
that application of that holding lock;
|
1.7.3
|
the Company shall release the holding lock on the Shares on the earlier to occur of:
|
1.7.3.2
|
the date the Company issues a disclosure document that qualifies the Shares for trading in accordance with section 708A(11) of
the Corporations Act; or
|
1.7.3.3
|
the date a transfer of the Shares occurs pursuant to clause 1.7.4 of these terms and conditions; and
|
1.8
|
Shares issued on the satisfaction of the Performance Criteria and/or Vesting Conditions attaching to the Performance Rights rank
equally with all existing Shares, including those Shares issued, directly, under the Plan.
|
1.9
|
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 vesting of the Performance Rights.
|
1.10
|
If there is any reorganisation of the issued share capital of the Company, the terms of Performance Rights and the rights of
the Participant who holds such Performance Rights will be varied, including an adjustment to the number of Performance Rights, in accordance with the Listing Rules that apply to the reorganisation at the time of the reorganisation.
|
1.11
|
A Participant who holds Performance Rights is not entitled to:
|
1.11.1
|
notice of, or to vote or attend at, a meeting of the Shareholders; or
|
1.11.2
|
receive any dividends declared by the Company,
|
1.11.3
|
participate in any new issues of securities offered to Shareholders during the term of the Performance
Rights, or
|
1.11.4
|
cash for the Performance Rights or any right to participate in surplus assets of profits of the Company on
winding up,
|
1.11.5
|
unless and until the Performance Rights are satisfied and the Participant holds Shares.
|
1.12
|
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 Participant shall not be entitled to participate in the rights issue in respect of any Performance Rights, only in respect of Shares issued in respect of vested Performance Rights.
|
1.13
|
A Participant will not be entitled to any adjustment to the number of Shares they are entitled to or adjustment to any
Performance Criteria and/or Vesting Conditions which is based, in whole or in part, upon the Company’s share price, as a result of the Company undertaking a rights issue.
|
1.15
|
For the purposes of these terms and conditions, a "Change of Control Event" occurs if:
|
1.15.1
|
the Company announces 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, or any reconstruction, consolidation,
sub-division, reduction or return) of the issued capital of the Company) and the Court, by order, approves the scheme of arrangement;
|
1.15.2
|
a Takeover Bid:
|
1.15.2.1
|
is announced;
|
1.15.2.2
|
has become unconditional; and
|
1.15.2.3
|
the person making the Takeover Bid has a Relevant Interest in fifty percent (50%) or more of the issued Shares;
|
1.15.3
|
any person acquires a Relevant Interest in fifty and one-tenths percent (50.1%) or more of the issued
Shares by any other means; or
|
1.15.4
|
the announcement by the Company that a sale or transfer (in one transaction or a series of related
transactions) of the whole or substantially the whole of the undertaking and business of the Company has been completed.
|
1.16
|
Where a Change of Control Event has (i) occurred or (ii) been announced by the Company and, in the opinion of the Board, will or
is likely to occur, all granted Performance Rights which have not yet vested or lapsed shall automatically and immediately vest, regardless of whether any Performance Criteria or Vesting Conditions have been satisfied.
|
1.17
|
The Company will not seek official quotation of any Performance Rights.
|
1.18
|
A Participant's Performance Rights are personal contractual rights granted to the Participant only and do not constitute any
form of property.
|
1.19
|
Unless otherwise determined by the Board, Performance Rights cannot be transferred to or vest in any person other than the
Participant.
|
1.20
|
The Performance Rights are issued under and in accordance with the Plan and the terms and conditions of these Performance Rights
are subject to the Rules.
|
1.21
|
With respect to Performance Rights granted to Eligible Employees residing in the U.S, clause 28 of the Plan shall apply,
notwithstanding anything to the contrary herein or in clause 28.3 of the Plan, to the extent that there is any inconsistency between this Schedule 4 and the terms, provisions, conditions hereof and clause 28, the latter will prevail.
|
Name of Shareholder:
|
|
Address of Shareholder:
|
|
Number of Shares entitled to vote:
|
The Chairperson (mark box)
|
◻
|
OR if you are NOT appointing the Chairperson as your proxy, please write the name of the person or body corporate (excluding the registered shareholder) you are appointing as your
proxy
|
For
|
Against
|
Abstain*
|
||
Resolution 1
|
Issue of Incentive Options to Mr. Keith Phillips
|
|||
Resolution 2
|
Issue of Performance Rights to Mr. Keith Phillips
|
|||
Resolution 3
|
Issue of Shares to Mr. Anastasios Arima
|
|||
Resolution 4
|
Issue of Shares to Mr. Jeffrey Armstrong
|
|||
Resolution 5
|
Issue of Shares to Mr. Jorge Beristain
|
|||
Resolution 6
|
Issue of Shares to Mr. Levi Mochkin
|
Individual or Shareholder 1
|
Shareholder 2
|
Shareholder 3
|
||
Sole Director and Sole Company Secretary
|
Director
|
Director/Company Secretary
|
|
Power of Attorney: |
if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the Power of Attorney to
this Proxy Form when you return it.
|
|
Companies: |
a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the
office held by signing in the appropriate space.
|