Announcement PDF Strike Energy Limited (ACN 078 012 745) NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM The Annual General Meeting is to be held as a hybrid meeting on 23 November 2023 commencing at 11:00 am (Perth time) Shareholders may attend the meeting in person at the Stirling Room, Parmelia Hilton Perth, at 14 Mill Street Perth, Western Australia, or virtually via the Lumi Platform at https://web.lumiagm.com/320005474, however all voting will be conducted virtually on the Lumi Platform: https://web.lumiagm.com. This Notice of Meeting and Explanatory Memorandum should be read in its entirety. Shareholders may participate in the Meeting in person or virtually through an online platform provided by our share registrar, Boardroom Pty Ltd (further details enclosed). If you are in doubt as to how to vote, you should seek advice from your accountant, solicitor or other professional adviser without delay. 1 NOTICE OF ANNUAL GENERAL MEETING 2023 NOTICE OF ANNUAL GENERAL MEETING STRIKE ENERGY LIMITED ACN 078 012 745 NOTICE IS GIVEN that the annual general meeting (Meeting or Annual General Meeting) of the members of Strike Energy Limited ACN 078 012 745 (Company) will be held in the Stirling Room, Parmelia Hilton Perth, at 14 Mill Street Perth, Western Australia, Western Australia and as a virtual meeting on https://web.lumiagm.com/320005474 commencing at 11:00 am (Perth time). Shareholders may participate in the Meeting in person or virtually through an online platform provided by our share registrar, Boardroom Pty Ltd, which can be accessed at https://web.lumiagm.com. The Board has made the decision that it will hold a hybrid Meeting and will ensure that the physical meeting will have appropriate social gathering and physical distancing measures in place to comply with any Federal Government and State Government’s restrictions that may be in place for physical gatherings at the location and time specified above. The Company has taken steps to ensure that all attendees will be able to participate in the Meeting while maintaining their health and safety. Shareholders can participate in the Meeting via the Lumi AGM platform by following the below link on a computer URL: https://web.lumiagm.com/320005474. Participating in the Meeting virtually will enable Shareholders to view the Meeting live, ask questions and cast votes in the real time poll during the Meeting. Shareholders will be able to log in to the online platform from 10:00am (Perth time) on the date of the Meeting. You will need the following information to access the virtual Meeting by one of the above means: • The Meeting ID, which is 320-005-474 • Your username, which is the individual VAC (Voter Access Code) printed on your proxy form (as per the Online Voting User Guide accessible at www.strikeenergy.com.au/meetings). • Your password, which is your Australian postcode (overseas Shareholders should refer to the Online Voting User Guide). Further information on how to vote and participate in the virtual Meeting is contained in the Online Voting User Guide accessible at www.strikeenergy.com.au/meetings. Alternatively if you have been nominated as a third party proxy, or for any enquiries relating to virtual participation in the Meeting or accessing the Lumi AGM platform, please contact the Company’s Share Registry on 1300 737 760 or +61 2 9290 9600. Electronic Notice of Meeting In accordance with section 110D of the Corporations Act as inserted by the Corporations Amendment (Meetings and Documents) Act 2022 (Cth), the Company will not be dispatching physical copies of the Notice (except for any Shareholder who has provided an election to the Company to receive a hard copy document only in accordance with section 110E(2) of the Corporations Act. Rather, the Notice is being made available to Shareholders electronically and can be viewed and downloaded online on the ASX Company Announcements Platform at https://www2.asx.com.au/markets/trade-our-cash-market/historical-announcements and by entering the code ‘STX’. 2 NOTICE OF ANNUAL GENERAL MEETING 2023 BUSINESS OF THE ANNUAL GENERAL MEETING Further details of each Resolution to be considered at the Meeting are set out in the Explanatory Statement. Definitions of capitalised terms used in the Notice of Meeting and Explanatory Statement are set out in the Glossary in Section 11 of the Explanatory Statement. Financial Report, Directors' Report and Auditor's Report To receive and consider the Financial Report of the Company and its controlled entities and the reports of the Directors (which incorporates the remuneration report) and the Auditor for the year ended 30 June 2023. Resolution 1 – To adopt the Remuneration Report To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: "That the Remuneration Report for the year ended 30 June 2023 is adopted." Resolution 2 – To re-elect Mr John Poynton AO as Director To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That Mr John Poynton AO, who retires by rotation in accordance with clause 4.7(b) of the Constitution and, being eligible, offers himself for re-election, is elected as a Director.” Resolution 3 – To re-elect Ms Mary Hackett as Director To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That Ms Mary Hackett, who retires by rotation in accordance with clause 4.7(b) of the Constitution and, being eligible, offers herself for re-election, is elected as a Director.” Resolution 4 – Grant of Performance Rights to or for the benefit of Mr Stuart Nicholls, Managing Director To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, the grant to the Managing Director, Mr Stuart Nicholls or his nominee of 660,493 Performance Rights awarded under the FY23 Short-term Incentive Plan as described in and otherwise on the terms and conditions set out in the Explanatory Statement, is approved.” Resolution 5 – Grant of Performance Rights to or for the benefit or Mr Stuart Nicholls, Managing Director To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, the grant to the Managing Director, Mr Stuart Nicholls or his nominee, of 1,540,820 Performance Rights awarded under the FY24 Long-term Incentive Plan as described in and otherwise on the terms and conditions set out in the Explanatory Statement, is approved.” Resolution 6 - To elect Mrs Jill Hoffmann as Director To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: "That Mrs Jill Hoffmann, who, since the date of the Company’s last annual general meeting, has been appointed as a Director and therefore stands for election in accordance with clause 4.7(a) of the Constitution, is elected as a Director." 3 NOTICE OF ANNUAL GENERAL MEETING 2023 Resolution 7 – Grant of Options to or for the benefit of Non-Executive Director, Mrs Jill Hoffmann To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, subject to the passing of Resolution 6, for the purposes of ASX Listing Rule 10.11, section 208 of the Corporations Act and for all other purposes, the grant to Non-Executive Director Mrs Jill Hoffmann, or her nominee, of 5,000,000 Options, with an exercise price of $0.60 and expiring on 31 March 2026, and otherwise on the terms and conditions set out in the Explanatory Statement, is approved.” Resolution 8 – Ratification of prior issue of Options to Macquarie Bank Limited To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the prior grant of 62,100,000 Options to Macquarie Bank Limited on the terms and conditions set out in the Explanatory Statement, is approved.” Resolution 9 – Ratification of prior issue of Shares – Share Swap Arrangement To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution: "That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the prior issue of 149,177,008 Shares to the persons named in Schedule 3 to the Explanatory Memorandum pursuant to the Share Swap Arrangement as described in the Explanatory Memorandum, is approved." By order of the Board John Poynton AO Chairperson Strike Energy Limited 19 October 2023 4 NOTICE OF ANNUAL GENERAL MEETING 2023 IMPORTANT NOTES FOR SHAREHOLDERS These notes and the Explanatory Statement form part of the Notice of Meeting. Voting exclusion in relation to Resolution 1 In accordance with section 250R(3) of the Corporations Act, the vote on Resolution 1 will be advisory only and will not bind the Directors or the Company. In accordance with section 250BD of the Corporations Act, a vote must not be cast on Resolution 1 (in any capacity) by, or on behalf of, a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such member. However, a vote may be cast on Resolution 1 by any such person if: (a) the person is acting as proxy and the proxy form specifies how the proxy is to vote, and the vote is not cast on behalf of a person who is otherwise excluded from voting on the resolutions as described above; or (b) the person is the chair of the meeting voting an undirected proxy which expressly authorises the chair to exercise the proxy even if the resolutions are connected directly or indirectly with the remuneration of a member of the Key Management Personnel. See Section 3 of the attached Explanatory Memorandum for more information. The Chairperson intends to vote all undirected proxies in favour of Resolution 1. Voting exclusions and restrictions in relation to Resolutions 4, 5 and 7 In accordance with the Listing Rules, the Company will disregard any votes cast in favour of the following Resolutions: (a) Resolutions 4 and 5 by or on behalf of Messrs John Poynton, Stuart Nicholls, Neville Power, Stephen Bizzell and Andrew Seaton, Ms Mary Hackett and Ms Jill Hoffman, (each being a Director and eligible to participate in the Company’s Employee Share Incentive Plan), and any other person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Company’s Employee Share Incentive Plan; and (b) Resolution 7 by or on behalf of Ms Jill Hoffman, any person who is to receive securities the subject of the Resolution and a person who might obtain a material benefit (except a benefit solely in the capacity of a holder of ordinary securities if the Resolution is passed), and any of their respective associates. However, this does not apply to a vote cast in favour of the Resolutions by: (i) a person as proxy or attorney for a person who is entitled to vote on the Resolutions, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or (ii) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolutions, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: a. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and b. the holder votes on the resolutions in accordance with directions given by the beneficiary to the holder to vote in that way. Further, a vote must not be cast on the Resolutions (in any capacity) by, or on behalf of, a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such member. However, a vote may be cast on the Resolutions by any such person if: (i) the person is acting as proxy and the proxy form specifies how the proxy is to vote, and the vote is not cast on behalf of a person who is otherwise excluded from voting on the resolutions as described above; or (ii) the person is the chair of the meeting voting an undirected proxy which expressly authorises the chair to exercise the proxy even if the resolutions are connected directly or indirectly with the remuneration of a member of the Key Management Personnel. The Chairperson intends to vote all undirected proxies in favour of Resolutions 4, 5 and 7. 5 NOTICE OF ANNUAL GENERAL MEETING 2023 Voting exclusions in relation to Resolution 8 and 9 In accordance with the Listing Rules, the Company will disregard any votes cast in favour of the following Resolutions: (a) Resolution 8, by or on behalf of Macquarie Bank Limited; and (a) Resolution 9, by or on behalf of a person who participated in the Share Swap Arrangement, or any associate of that person or those persons. However, this does not apply to a vote cast in favour of Resolution 8 or Resolution 9 by: (a) a person as proxy or attorney for a person who is entitled to vote on the resolutions, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or (b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolutions, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (a) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and (b) the holder votes on the resolutions in accordance with directions given by the beneficiary to the holder to vote in that way. The Chairperson intends to vote all undirected proxies in favour of Resolutions 8 and 9. Explanatory Statement The accompanying Explanatory Statement forms part of this Notice of Meeting and should be read in conjunction with it. Section 11 of the Explanatory Statement contains definitions of capitalised terms used in this Notice of Meeting and the Explanatory Statement. Required majorities All Resolutions (other than Resolution 10) are ordinary resolutions. The passing of an ordinary resolution requires a simple majority of votes cast by Shareholders present (in person, by proxy or by representative) and entitled to vote on the Resolution. Resolution 10 is a special resolution, which requires a majority of 75% of the votes cast by Shareholders present (in person, by proxy or by representative) and entitled to vote on the Resolution. Voting on all proposed Resolutions at the Meeting will be conducted by poll (by way of direct voting utilising the online meeting platform provided by our share registry Boardroom). How to vote You may vote by attending the Meeting virtually, in person or by proxy, attorney or authorised representative through an online platform provided by our share registrar, Boardroom Pty Ltd, which can be accessed at https://web.lumiagm.com. If voting in person, you may attend the Meeting at its physical location set out on the first page of this notice, but all voting will be conducted virtually. You must attend the Meeting virtually on the date and at the time set out in the Notice of Meeting. Information on how to attend the Meeting virtually is set out in the Notice of Meeting and is available on our website at www.strikeenergy.com.au/meetings. You may cast direct online votes prior to the meeting, without needing to attend the meeting or appoint a proxy. Direct online votes can be lodged at https://web.lumiagm.com. Direct votes cast by Shareholders will be counted on a poll. A Shareholder who has cast a direct vote may attend the Meeting and vote online, but their online vote will cancel the direct vote lodged prior to the Meeting, unless the Shareholder instructs the Company’s share registrar otherwise. Proxies A Shareholder who is entitled to attend and vote at the Meeting has the right to appoint a proxy to attend and vote for them. A proxy may be, but need not be, a Shareholder and can be an individual or body corporate. 6 NOTICE OF ANNUAL GENERAL MEETING 2023 Shareholders holding two or more Shares can appoint either one or two proxies. If two proxies are appointed, the appointing Shareholder can specify what proportion of their votes they want each proxy to exercise. If the Shareholder appoints two proxies and the appointment does not specify the proportion, each proxy may exercise half of the votes. To vote by proxy, please complete the proxy form enclosed with this Notice of Meeting as soon as possible and either: (a) send the proxy form by fax to the Company's share registry, Boardroom Pty Limited on +61 2 9290 9655; or (b) deliver or post the proxy form to the Company's share registry, Boardroom Pty Limited, at GPO Box 3993, Sydney, New South Wales, 2001, Australia or Level 12, 225 George Street, Sydney, New South Wales, 2000. To be effective, a completed proxy form must be received by no later than 11:00am (Perth time) on 21 November 2023, being not less than 48 hours prior to the commencement of the Meeting. Proxy forms received later than this time will be invalid. Where the proxy form is executed under power of attorney, the power of attorney (or a certified copy of the authority) must be lodged in the same way as the proxy form. Corporate representatives A body corporate may appoint an individual as its representative to attend and vote at the Meeting and exercise any other powers the body corporate can exercise at the Meeting. The appointment, which must comply with section 250D of the Corporations Act, may be a standing one. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which the appointment is signed, unless it has previously been given to the Company. Voting entitlements The Directors have determined that, for the purpose of voting at the Meeting, Shareholders are those persons who are the registered holders of the Company’s Shares at 7:00pm (Sydney time) on 20 November 2023. 7 EXPLANATORY STATEMENT 1. INTRODUCTION 1.1 Purpose This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Meeting. This Explanatory Statement should be read in full and in conjunction with the Notice of Meeting. Capitalised terms in this Explanatory Statement are defined in the Glossary in Section 11 of this Explanatory Statement. You should consult with your professional advisers if you have any questions in relation to how to vote on the Resolutions. 1.2 Resolutions and recommendations There are 10 Resolutions to be considered at the Meeting. Certain voting exclusions and prohibitions are imposed by the Corporations Act and the ASX Listing Rules in relation to the Resolutions as detailed in the accompanying Notice of Meeting. The Directors intend to vote in favour of each Resolution (subject to any applicable voting exclusions) and recommend that Shareholders vote in favour of each Resolution. 2. Financial Report, Directors’ Report and Auditor’s Report The Corporations Act requires: • the reports of the Directors and the Auditor; and • the annual report, including the financial statements of the Company for the year ended 30 June 2023, to be laid before the Meeting. Neither the Corporations Act nor the Constitution requires a vote of Shareholders on the reports or statements. However, Shareholders will be given an opportunity to raise questions or comments on the management of the Company. Also, a reasonable opportunity will be given to Shareholders (as a whole) at the Meeting to ask the Company’s Auditor questions relevant to the conduct of the audit, the preparation and content of the Auditor’s report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the Auditor in relation to the conduct of the audit. 3. Resolution 1 – To adopt the Remuneration Report A resolution for adoption of the Remuneration Report is required to be considered and voted on in accordance with section 250R(2) of the Corporations Act. The Remuneration Report forms part of the Directors' Report included in the Annual Report. The Remuneration Report: • explains the Board's policy for determining the nature and amount of remuneration of the Key Management Personnel; • explains the relationship between the Board's remuneration policy and the Company's performance; • sets out remuneration details for each of the Key Management Personnel; and • details and explains any performance conditions applicable to the remuneration of the Key Management Personnel. Section 250R(3) of the Corporations Act provides that Resolution 1 is advisory only and does not bind the Directors or the Company itself. A failure of Shareholders to pass Resolution 1 will not require the Directors to alter any of the arrangements in the Remuneration Report. However, under sections 250U and 250V of the Corporations Act, where a resolution on the Remuneration Report 8 to receives a “no” vote of 25% or more at two consecutive annual general meetings, the Company will be required put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the Managing Director who, under the Listing Rules may continue to hold office indefinitely without being re-elected) will cease to hold office, but be eligible for election, and an election of Directors will take place. At the annual general meeting of the Company immediately preceding the Meeting to which this Notice of Meeting relates, the Company did not receive a “no” vote of 25% or more on the resolution for the adoption of the Remuneration Report. A reasonable opportunity will be provided for discussion of the Remuneration Report at the Meeting. While a vote on the adoption of the Remuneration Report resolution is advisory only and does not bind the Directors or the Company, the Board will take the outcome of the vote into consideration when reviewing the remuneration practices and policies of the Company. Important Notice If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote on Resolution 1 by marking either "For", "Against" or "Abstain" on the Proxy Form. If the Chairperson is appointed as your proxy and you have not specified the way the Chairperson is to vote on Resolution 1, by signing and returning the proxy form, the Shareholder is deemed to have provided the Chairperson with an express authorisation for the Chairperson to vote the proxy in accordance with the Chairperson’s intention, even though the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. The Chairperson intends to exercise all undirected proxies in favour of Resolution 1, subject to being authorised to do so. 4. Resolutions 2 and 3 – Re-election of Directors – Mr John Poynton AO and Ms Mary Hackett 4.1 Background Clause 4.6 of the Constitution and ASX Listing Rule 14.4 both provide that no director (other than the Managing Director) may hold office without re-election past the third annual general meeting following the director’s election or last re-election or for a continuous period of more than three years, whichever is longer. Mr Poynton was first appointed to the Board as a Director on 10 April 2017 and was last re-elected as a Director at the Company’s Annual General Meeting in 2020. In accordance with the Constitution, Mr Poynton must retire by rotation at the Meeting. Mr Poynton, being eligible to do so, offers himself for re-election. Mr Poynton is Co-Founder and Executive Chair of Poynton Stavrianou, a Perth-based corporate advisory firm. In parallel with his career as an investment banker, John has been an active nonexecutive director of ASX-listed companies, government and education bodies and not-for-profit organisations. He is currently a Director of the Future Fund Board of Guardians, Australia’s sovereign wealth fund and a NonExecutive Director of Perth Airport. Mr Poynton has previously served on the boards of Multiplex, Alinta, Crown Resorts and Austal. He has also served on the Reserve Bank of Australia’s Payments System Board, and on the board of the Australian Government’s export credit agency (EFIC) and the Higher Education Endowment Fund. He has chaired the Council of Christ Church Grammar School, and the boards of Celebrate WA and the Foundation of the WA Museum. Mr Poynton was also a long-standing board member of the Business School at the University of WA. In 2006, Mr Poynton was the recipient of the WA Citizen of the Year Award in the Industry and Commerce category and in 2016 he was appointed as an Officer in the General Division of the Order of Australia. He holds a Bachelor of Commerce and an honorary Doctor of Commerce from the University of Western Australia, where he was also awarded a Dean’s Medal. Mr Poynton is one of Western Australia’s most prominent and successful business leaders and corporate advisers and brings a wealth of knowledge and experience to his role as Chairman of the Company, and for that reason, the Directors (other than Mr Poynton, who has an interest in the outcome of the Resolution) unanimously support Mr Poynton’s re-election. The board does not consider Mr Poynton to be an independent director. Ms Hackett was first appointed as a Director on 27 October 2020, and her appointment was approved by Shareholders 9 in accordance with clause 13.5 of the Company’s constitution (as in force at the time) at the Company’s annual general meeting in 2020. Ms Hackett has an extensive career in the resource sector, spanning more than 30 years, with senior executive roles at Brown & Root, Woodside and General Electric, including Senior VP, Australia Oil, Woodside and CEO of General Electric Oil & Gas for Australasia. Ms Hackett is also currently Executive Chair of Sapien Cyber, Independent Chair of Future Energy Exports Cooperative Research Centre, Non-Executive Director of Blue Ocean Monitoring and Non-Executive Director of Clean Marine Fuel Institute. She is also a member of, or chairs, Audit and Risk, ESG, Major Projects and Remuneration Committees for several of the boards she serves. Ms Hackett is a Graduate of AICD and is a Fellow of the Institute of Engineers Australia, she also holds a Bachelor of Engineering (Hons) Mechanical from University College Galway, Ireland. Ms Hackett has extensive experience in business development, strategy and planning, lifecycle asset management, project and contract management, regulatory compliance, organisational design and corporate management systems. Ms Hackett has significant technical knowledge in process operation & maintenance and facility engineering coupled with working knowledge of reservoir, geotechnical and drilling disciplines. For these reasons, the Directors (other than Ms Hackett, who has an interest in the outcome of the Resolution) unanimously support Ms Hackett’s election. The board considers Ms Hackett to be an independent director. 4.2 Recommendation The Directors (other than Mr Poynton with respect to Resolution 2 and Ms Hackett with respect to Resolution 3) unanimously recommend that Shareholders vote in favour of Resolutions 2 and 3. The Chairperson intends to vote all undirected proxies in favour of Resolutions 2 and 3. 5. Resolutions 4 and 5 – Grant of Performance Rights to or for the benefit or Mr Stuart Nicholls, Managing Director 5.1 Background Under Resolution 4, Shareholders’ approval is sought to the grant of 660,493 Performance Rights awarded under the FY23 Short-term Incentive Plan (STIP Performance Rights) to or for the benefit of the Managing Director of the Company, Mr Stuart Nicholls, under the Company’s Employee Share Incentive Plan (ESIP). Under Resolution 5, Shareholders’ approval is sought to the grant of 1,540,820 Performance Rights awarded under the FY24 Long-term Incentive Plan (LTIP Performance Rights) to or for the benefit of the Managing Director of the Company, Mr Stuart Nicholls, under the ESIP. Each Performance Right is a right to subscribe for one Share for nil consideration, subject to satisfaction of the applicable vesting conditions described below, and otherwise on the terms and conditions set out in the ESIP (refer to Schedule 2 to this Explanatory Statemen for a summary of the material terms of the ESIP). The STIP Performance Rights are awarded to Mr Nicholls for achievement of the 2023 financial year STIP which operated over a performance period from 1 July 2022 to 30 June 2023. The STIP Performance Rights will vest 30 days after the date of grant (subject to Resolution 4 being passed by Shareholders). The LTIP Performance Rights are intended to incentivise Mr Nicholls to work towards, and to reward him for, generating a return on investment for the Company’s Shareholders over the longer term. For this reason, the LTIP Performance Rights will be granted subject to performance or vesting conditions that are directly linked to Shareholder returns over a three-year period and which must be satisfied before the LTIP Performance Rights can be exercised and converted to Shares. The proposed LTIP Performance Rights