Retail Food Group Limited Long Term Incentive Policy and Procedure

Transcription

1 Retail Food Group Limited Long Term Incentive Policy and Procedure

2 Contents Page 1 POLICY PURPOSE LTI VEHICLE ELIGIBILITY TO PARTICIPATE INVITATION TO PARTICIPATE MEASUREMENT PERIOD LTI GRANTS OF EQUITY AND REMUNERATION PERIOD PERFORMANCE AND SERVICE METRICS LTI AWARD OPPORTUNITIES AND CALIBRATION ENTITLEMENT TO VESTING OF RIGHTS VESTING OF RIGHTS BOARD DISCRETION CLAWBACK TERMINATION OF EMPLOYMENT GOOD BEHAVIOUR BOND GATE OR TRIGGER MANAGING RISK REVIEW NO HEDGING MEASUREMENT PERIOD, GRANT DATE AND CALCULATION DATE AS SEPARATE CONCEPTS PROCEDURE PLAN APPROVAL REVIEW... 8

3 2.2 RELIEF FROM PRODUCT DISCLOSURE STATEMENT REQUIREMENTS ETC REVIEW PARTICIPATION REVIEW PERFORMANCE CONDITIONS, VESTING SCALES AND GATES REVIEW LTI% AND CALCULATE NUMBERS OF RIGHTS TO BE OFFERED OBTAINING SHAREHOLDER APPROVAL FOR OFFERS TO DIRECTORS REASONABLE REMUNERATION FINANCIAL ASSISTANCE TERMINATION BENEFIT LIMIT LEGAL OR REGULATORY CHANGES ISSUING OF INVITATIONS TO APPLY FOR A GRANT OF RIGHTS ISSUING OF NOTICES OF GRANT ASX NOTIFICATIONS VALUATION OF RIGHTS FOR ACCOUNTING AND DISCLOSURE TRACKING OF GRANTS, VESTING AND HOLDINGS, AND APPOINTMENT OF ADMINISTRATOR DETERMINE THE NUMBER OF RIGHTS TO VEST NOTIFY PARTICIPANTS OF VESTING CONTRIBUTE TO EST TO OBTAIN TAX DEDUCTION FOR LTI EXPENSE EST SUBSCRIBES TO NEW SHARE ISSUE APPLICATION OF CHESS HOLDING LOCK AND DEALING/DISPOSAL RESTRICTIONS NOTIFICATION OF DEALING/DISPOSAL RESTRICTIONS CEASING TO APPLY UPDATING OF HOLDING RECORDS NOTIFY ATO... 15

4 1 1 POLICY 1.1 Purpose The purpose of the long term incentive (LTI) is to create a strong link between long term performance and reward by providing a variable/at risk element of Senior Executive remuneration that focuses on performance and/or service over a period of three or more years (generally). It aims to: align the interests of executives with those of Shareholders in Retail Food Group Limited (RFG, the Company); aid in maintaining a stable Senior Executive team; link with the Company s strategy at the time; and assist in managing the risk of short-termism that may be perceived to be inherent to other forms of remuneration. 1.2 LTI Vehicle The LTI plan (the LTIP) is effected through the Retail Food Group Limited Rights Plan (or any successor plan approved by the Board). Company policy in relation to the LTI is reflected in the Rules of the LTIP and the following policy provisions. 1.3 Eligibility to Participate Senior Executives are defined as the Managing Director and/or CEO, other key management personnel (KMP) as defined under the Corporations Act who hold executive roles, direct reports to the Managing Director and/or CEO who are not KMP, if any, and others selected by the Board. Participants in the LTIP will be Senior Executives (including other key employees selected by the Board to be offered participation as may occur from time to time). Non-executive directors will not be eligible to participate in the LTIP. 1.4 Invitation to Participate Each year selected Senior Executives will be offered Incentive Rights, which will be equity instruments with conditions, and will be provided with: a) An invitation to participate; b) An explanatory booklet and/or Product Disclosure Statement as may be relevant;

5 2 c) A copy of the LTIP Rules; and d) Any other material that may be required or appropriate, such as the relevant trust deed etc (where applicable). If an eligible participant does not accept the invitation, then no alternative payment will be made in relation to this component of remuneration, unless the non-acceptance is due to legal or tax implications for a participant subject to tax and regulations outside of Australia. 1.5 Measurement Period The Measurement Period for each cycle will generally be three years unless otherwise determined by the Board in relation to an invitation or a tranche of an invitation. It is intended that the start of the Measurement Period will be the start of the financial year in which a grant is made, regardless of when the grant is made during that year. The end of the Measurement Period is then typically the end of the third financial year from and including the year of the grant. 1.6 LTI Grants of Equity and Remuneration Period The LTI will generally be effected by grants of Performance Rights under the LTIP, although other forms of equity and rights may be considered from time to time, should they become appropriate. LTI may be granted: Annually, in which case the grant is considered to be remuneration for the year in which the grant is made, regardless of the length of the Measurement Period; Up-front, and intended to serve as remuneration for a specified number of years, at a multiple of the annual value, after which another grant will be considered; or Ad-hoc. Generally, it is the Board s policy that LTI should be offered annually to Senior Executives as part of an annual package of remuneration that includes a significant at-risk component. This approach produces a system of overlapping measurement periods that are expected to motivate continuous improvement, and which poses fewer risks compared to alternatives. 1.7 Performance and Service Metrics Performance metrics will relate to overall Company performance and will be aligned with growing Shareholder value, and the Company s strategy at the time. This is intended to foster cooperative behaviour amongst executives, and align with the expectations of Shareholders.

6 Service metrics may be used as a co-condition, or a discrete condition, when retention is seen as a priority of the LTI in the year of the grant. 3 Due to LTI being considered part of an annual market competitive Total Remuneration Package when granted annually, service beyond the end of the year in which it is granted is not expected to be a requirement for vesting to occur by default. 1.8 LTI Award Opportunities and Calibration LTI award opportunities will be expressed as percentages of Total Fixed Remuneration or TFR (base package), for delivering target performance (as opposed to maximum opportunities). For non-binary metrics a range of outcomes may be recognised via the use of a stretch performance outcome, and where appropriate, a threshold performance outcome. When calibrating threshold, target and stretch levels of performance and reward, the following principles are intended to apply: Threshold represents a near miss of a target level of performance that warrants a small LTI award but below which no LTI award will be payable; Target performance is a challenging but achievable level of performance in relation to a performance metric; Stretch represents an outstanding level of performance which will be aligned with a maximum award opportunity for the performance metric; Pro-rata awards should apply for performance that falls between threshold and target and between target and stretch, and Generally, vesting at target performance will be set at 50% of the maximum/stretch. It is noted that consideration should be given to forecasting/budgeting culture when calibrating incentives, since business plans may align with either threshold, target or the stretch concept in different circumstances. It is not assumed that the target should necessarily be the budget or business plan, and instead the above principles are used. At times budgets may be soft and at others they may be highly aspirational. LTI award opportunities should be converted into a grant of LTI via a method of calculation to be specified in the Procedures, annexed to this Policy. It should be noted that AASB2 is not intended to be used for this purpose, as it has no relevance to remuneration value. Remuneration value is taken to be the value of the target level of LTI vesting (i.e. the expected outcome), based on an appropriate volume weighted average price (VWAP) and taking into account any other aspects that influence the value of the remuneration instrument.

7 4 1.9 Entitlement to Vesting of Rights Participants who are eligible for vesting of Rights are those who: a) remain employees of the company up to the end of the financial year in which the grant was made; or b) ceased to be an employee during the financial year in which the grant was made, and did not forfeit all or some of their Rights under the Rules of the LTI Plan and/or terms of the invitation. Only LTI grants that have not previously been forfeited will be eligible for vesting at the end of the Measurement Period Vesting of Rights Determination of vesting will occur following the end of a Measurement Period having regard to the extent to which performance, any specified service, or other conditions of the Invitation and/or Plan Rules have been satisfied, and subject to the Board s determinations (see below) Board Discretion The Board recognises that with the benefit of hindsight, when actual performance is compared to the vesting conditions or scales, the level of vesting as indicated by a vesting scale may not be appropriate and therefore it reserves the right to adjust the level of vesting to the extent allowed for under the Plan Rules. In exercising this discretion the Board will have regard to the circumstances that prevailed over the Measurement Period and the experience of Shareholders relative to their expectation at the beginning of the Measurement Period. This ensures that the LTI will operate as intended and will not result in vesting that is misaligned with the Company s circumstances at the time of vesting. This is also intended to ensure that the Board can manage any risks that may arise with regards to the probability of the Company receiving a strike against the Remuneration Report, at an Annual General Meeting of the Company, in relation to the operation of the LTI Clawback If from time to time the Company has a clawback policy, it may be applied to both vested and unvested LTI, and any Restricted Shares that result from the vesting of LTI or any other grants of equity by the Company, to be specified in the policy. The application of any clawback policy should also be addressed in any Invitation to apply for Rights under the Plan.

8 Termination of Employment Details as to the treatment of participants in the event of a termination of employment are dealt with in detail in the Plan Rules. Broadly, the policy is for a termination of employment to trigger a forfeiture of some or all of the unvested Rights held by an executive depending upon the timing and circumstances of the termination. Generally only those Rights granted in the financial year of the termination will be subject to forfeiture, unless the Participant has been terminated for cause. Those that are not forfeited will be held for possible vesting, based on performance relative to the vesting conditions, following the end of the Measurement Period. However the Board retains discretion to trigger or accelerate payment or vesting of incentives in accordance with the applicable Plan Rules, provided that the limitations on termination benefits as outlined in the Corporations Act are not breached (except in the case that Shareholder approval has been obtained to exceed the statutory limits) Good Behaviour Bond The retaining of vested and unvested Rights post termination of employment is intended to create alignment between the interests of the Company and its Shareholders, and those of Participants, that extends beyond the cessation of employment. This is intended to encourage: Effective and long term succession planning; Responsible and complete handover of roles to successors; and High performance and productivity in the period leading up to a termination to ensure that Participants leave the Company in the best-position following a cessation of employment; and minimisation of: Conduct following cessation of employment that might negatively impact the Company, its Shareholders, or the Company s share price, and The ability of competitors to attract employees of the Company Gate or Trigger The Board will consider when setting LTI targets whether there should be a gate or trigger before any vesting may occur. A gate is intended to turn off vesting when circumstances arise that would make vesting inappropriate (for example an absolute TSR gate on a relative TSR vesting condition).

9 Managing Risk The Company intends for LTI to form part of a larger framework, which is intended to manage risks by balancing the impact of various forms of executive remuneration. To that end, the Board will consider the use of: Gates; Vesting conditions; disposal restrictions or holding locks that extend beyond vesting of LTI; equity holding policies; and Board discretion to modify outcomes; to ensure that the LTI has the appropriate and intended impact. The Board also will carefully assess the extent to which a given invitation of LTI may have unintended consequences for behaviour, and will avoid those measures for which acceptable controls cannot be identified Review The LTI Policy and LTIP Rules will from time to time be reviewed by the Board for appropriateness to the then circumstances of the Company relative to comparable market practices and best practice approaches as they evolve. As a guide, such a review may be undertaken every three years No Hedging Until Rights granted to executives under the LTIP have vested and any holding lock or disposal restriction has been removed, participants are prohibited from entering into any hedging arrangement in relation to those Rights. This policy extends the application of section 206J of the Corporations Act to employees other than key management personnel Measurement Period, Grant Date and Calculation Date as Separate Concepts It should be noted that the following concepts are not necessarily linked to each other in any defined way: the Measurement Period; the VWAP period or timing used to determine the value of an LTI equity unit;

10 the calculation date (the date at which the number of LTI units to be granted is calculated); and the date on which grants are actually or intended to be made (grant date). 7 It is generally intended that the Measurement Period will commence with the financial year, that the calculation date will be between the start of the financial year and the preparation of the notice of meeting (NOM) for the AGM, the VWAP will be a date on which the market is considered fully informed (prior to a general meeting), and that the grant date will follow a general meeting.

11 8 2 PROCEDURE 2.1 Plan Approval Review Each year prior to preparation of the notice of the Annual General Meeting, the Board will consider whether there is a need for the LTIP to be approved by Shareholders. The most common reasons for obtaining Shareholder approval of the Plan are: for purposes of satisfying Exception 9 in ASX Listing Rule 7.2, i.e. so that new issues do not count towards the annual 15% limit on new issues that may be made without shareholder approval (approval applies for three years only); and for the purposes of S260A of the Corporations Act in relation to providing financial assistance which is generally considered to apply when the Company makes a contribution to a remuneration trust following the exercise of vested Rights (approval is perpetual for a given Plan). 2.2 Relief from Product Disclosure Statement Requirements etc. Invitations to apply for Rights under the LTI Plan will generally be made on the basis that they are subject to relief from the requirements for product disclosure statements, prospectus requirements and restrictions on advertising, hawking etc. This will generally be due to either: reliance on exemptions under section 708 of the Corporations Act; reliance upon an ASIC Class Order (CO), which may require the Company to notify ASIC of its reliance on the CO, as well as possibly other actions specified in the CO; or the provision of a complying Product Disclosure Statement (PDS) to Participants. Reliance upon CO 14/1000 requires that companies notify ASIC that the CO will be relied upon, within one month of the first invitation being made under a Plan. If the Board makes any changes to the Plan or invitations that may be considered to produce a new Plan, then the Board should notify ASIC again that the CO is being relied upon. The Board will need to consider, prior to making any invitations in each year whether or not the Invitations are being made under a new Plan and therefore whether ASIC will need to be notified, or whether ASIC has already been notified in relation to the Plan that is the basis of the invitation being considered. This CO also contains a limit on the number of Rights that may be granted of 5% of issued Shares, on a rolling 3 year basis (refer to the CO for specifics), which must be monitored by the Company.

12 9 2.3 Review Participation Participants in the LTIP may change from time to time and the Board will need to consider in each year if there are any individuals who should be added to the current participants or any current participants that should cease to participate in future invitations. 2.4 Review Performance Conditions, Vesting Scales and Gates Each year the Board will consider the appropriateness of performance conditions, vesting scales, targets and gates, to the circumstances that are anticipated to prevail over the Measurement Period and the expectations of Shareholders. This is likely to require adjustment to these aspects in each year as part of Invitations. It may also require the Board to obtain consensus analyst forecasts in order to assess alignment with Shareholders expectations. 2.5 Review LTI% and Calculate Numbers of Rights to be Offered As part of the annual process for reviewing Senior Executive remuneration the Board should either confirm or adjust the target percentage of Base Packages of Senior Executives to be provided as an LTI. As soon as practicable after the beginning of each financial year the Board should have the number of Rights to be offered to each executive calculated (which may be following the release of full year results in relation to the previous financial year). The Board should then decide upon the number of Rights to be offered to each Participant in an Invitation. The calculation to determine the number of Performance Rights to be granted should generally be as follows: Number of Rights = Base Package x Target LTI% x Tranche Weighting % Vesting at Target Right Value Where Right Value is calculated as: Right Value = Share Price - (Annual Dividend x Years in Vesting Period) It should also be noted that in the case of a binary measure Target LTI % is equal to Stretch % (being the maximum) because binary objectives are either achieved or not achieved. When calculating LTI grants account may need to be taken of the fact that some measures are binary while others have vesting scales (i.e. calculated as separate tranches), and in the latter case that the target level of vesting may vary between vesting conditions and from year to year. The Share Price should be calculated using a volume weighted average price (VWAP) calculation over a period to be determined by the Board, and which ends on:

13 the 14 th day following the 24 hours following the most recent announcement of financial results; or another date as determined by the Board if considered more appropriate at the time. 10 AASB2 should not be used to value LTI for remuneration purposes, as it was not designed for this application and produces illogical outcomes, such as in the case of a grant of LTI with both market and non-market vesting conditions. 2.6 Obtaining Shareholder Approval for Offers to Directors As part of the process of preparing the notice of meeting (NOM) for a general meeting of Shareholders, the Board needs to ensure that a resolution and explanation are drafted for inclusion in the NOM if a grant of Rights is to be made to a director (see ASX Listing Rule 10.14) regardless of whether or not the grant may result in a new issue of shares in the Company (although ASX Listing Rule only requires such approval in the case of new issues, stakeholders expect an opportunity to vote on all grants to directors). The grant may only proceed if that approval is obtained, unless the failure to grant would present an unacceptable impact to the Company (in which case on-market purchases will be specified as part of the invitation). 2.7 Reasonable Remuneration The Board needs to decide if any issue of Rights to Directors (such as the Managing Director) may not be considered reasonable remuneration in all the circumstances that are relevant to a given individual: see Section 211(1) of the Corporations Act. Otherwise if the remuneration may appear unreasonable, Shareholder approval for the issue may be required under the Act: see Sections 208(1)(a) and 217 to 227 of the Corporations Act. 2.8 Financial Assistance The Board needs to decide if any financial assistance is involved in the operation of the Plan, particularly in relation to any contribution to a remuneration trust for the purposes of satisfying the exercise of Rights by Participants, could be considered financial assistance, requiring Shareholder approval: see Sections 260A(1)(c) and 260C(4) of the Corporations Act. 2.9 Termination Benefit Limit Depending on the specifics of the LTI Plan Rules applicable at the time, LTI may or may not give rise to termination benefits in the case of executive and managerial officers that are subject to termination benefit limits under the Corporations Act. The LTI will generally be

14 11 designed with the intention that termination benefits will not result from the operation of the Plan. In the case that a termination benefit does arise in relation to LTI, due to the Board exercising discretion for example, the Board will generally only provide such benefits to the extent that the limitations outlined the Corporations Act are not breached by doing so. The Board will generally not seek Shareholder approval to exceed the termination benefit limits that may be provided without Shareholder approval, as defined in Section 200E of the Corporations Act. The relevant employment contracts may also need to be considered, however it should be noted that S200E is overriding except in a very limited range of circumstances Legal or Regulatory Changes The Board should decide if there have been any changes to laws or regulations that might affect a grant of Rights under the LTIP. These may include: the Corporations Act, ASIC Class Orders, taxation laws and/or their interpretation, ASX Listing Rules and Corporate Governance Principles and Recommendations released by the ASX Corporate Governance Council. The Board may also wish to consider the guidelines of any proxy advisors that are likely to have an impact on voting patterns at general meetings Issuing of Invitations to Apply for a Grant of Rights To simplify administration, Invitations to apply for Rights should be made in large groups at times determined by the Board, and preferably once per year. If none of the grants to participants will need Shareholder approval, the grants should be made early in the financial year. If the participants include directors, and therefore there will be Invitations that need Shareholder approval, the grants should be made once Shareholder approval has been obtained. This will enable disclosures to the ASX as required under ASX Listing Rules and 3.19A.2A to be made in groups, thereby simplifying administration, as well as minimising the number of AASB2 valuations and amortisation schedules required (one will arise in respect of each grant date) Issuing of Notices of Grant Once the Company has received returned signed applications for Rights from participants, and the Board determines to accept applications, a Notice of Grant should be provided to each participant to confirm the number and terms of the Rights granted. The date of issuing of the Rights would be specified in the Notice of Grant ASX Notifications The Company Secretary will notify the ASX of:

15 12 a) The Company entering into an arrangement that may result in a new issue of Company shares, as required by Listing Rule , by preparing an announcement (note Appendix 3B may not be appropriate for this purpose), when Notices of Grant are issued; b) The change in each director s interests (equity) as required under ASX Listing Rule 10.19A.2A (Appendix 3Y must be used for this purpose and must be lodged no more than 5 days after the change occurs) when Rights are issued; and c) The change in capital as required under ASX Listing Rule (Appendix 3B may be used) when shares are or are about to be issued (i.e. following vesting in the case of Rights) Valuation of Rights for Accounting and Disclosure Rights granted under the LTI need to be valued for accounting and remuneration disclosure purposes in the Remuneration Report, via the application of AASB2. This value may be different to the value used for purposes of calculating the number of Rights to be granted ( remuneration value ). Each financial year during which an LTI is in operation and not already fully accounted for, an accounting adjustment will need to be recorded in relation to grants of LTI. Depending on the conditions of the LTI, this may be a fixed amount or a variable amount. For non-market vesting conditions linked to service, the Board will review the expectations of vesting of each unvested tranche in each year, so as to provide oversight on the disclosed value and cost of LTI in the Company s reports, including the Remuneration Report Tracking of Grants, Vesting and Holdings, and Appointment of Administrator After the Notices of Grant have been issued the Company Secretary or the CFO should then maintain records of the grants for each participant, as well as record any vesting, forfeitures and net holdings in each year. This information needs to be available for Auditors, for those preparing the Remuneration Report, and may be requested by participants. An external administrator may be appointed to facilitate the operation of the Plan, and fulfil these requirements Determine the Number of Rights to Vest After the end of the Measurement Period the Board will obtain data relating to the metrics, information and outcomes that influence vesting and assess the extent, if any, to which tranches will vest. To the extent that Plan Rules provide for Board discretion, the Board will determine whether to seek independent advice on exercising discretion and the extent to which

16 13 vesting should be varied. Such independent advice will evidence that an arm s length approach has been adopted and that the Board has acted responsibly should any questions be raised in relation to the application of discretion Notify Participants of Vesting Once the number of Rights that have vested has been calculated, each participant will be provided with a Notice of Vesting, outlining the number of Rights that have vested. The Notice of Vesting should address any dealing restrictions that will continue to apply post vesting, if applicable, which may include: (a) (b) (c) Restrictions on dealing, in relation to application of the Company s Trading Policy; Division 3 of Part 7.10 of the Corporations Act in relation to insider trading; and Additional restrictions on disposal that were specified as part of the Invitation and/or acceptance and which are additional to (a) and (b) for a specified period. If indeterminate Rights are used, the Board may have discretion to determine the portion of the value of vested Rights that will be delivered in the form of Shares, and the portion that will be delivered in the form of cash, in relation to each participant. If the exercising of Rights is automatic, the Notice of Vesting should indicate the extent to which exercised Rights will be satisfied in the form of cash, if applicable, and that any cash payment will be paid through payroll with relevant PAYG and other deductions subtracted (which will qualify as a tax deduction for the Company). If exercise of Rights is not automatic, the Notice of Vesting should include an exercise form, and reiterate the last date on which Rights may be exercised. In the case of indeterminate Rights, the Board will need to exercise its discretion regarding the extent to which the Rights will be settled in the form of cash, or Company shares, at the time of each exercise notice being received Contribute to EST to Obtain Tax Deduction for LTI Expense For each participant and in relation to each grant/tranche that results in a number of shares needing to be provided to a participant, the Board may arrange for the amount of money required for that number of Shares to be acquired (either by purchasing shares onmarket or subscription to a new issue) to be contributed to the employee share trust (EST) and recorded as an expense. The funds will be transferred to an account exclusively controlled by the trustee/trust to establish an audit trail to evidence that a cash transaction did occur, which may be necessary to secure the tax deduction related to the operation of the LTI Plan EST Subscribes to New Share Issue

17 14 The Board may arrange for a new share issue, and, in those circumstances, the Company Secretary would arrange for a transaction in which the EST subscribes to the new share issue at the current share price. In this way the funds are returned to the Company as capital. The EST may also have the option to purchase shares on-market rather than subscribe to a new issue, so these alternatives may need to be discussed before direction is given to the Trustee. Where an EST is utilised, shares should be automatically transferred to the relevant participant from the EST, as soon as practicable following the acquisition of shares by the EST. The EST should be operated such that shares are not held by it for any material period, and none are held on an unallocated basis, in order to clearly fall within the guidelines set out by the ATO for the appropriate operation of ESTs (in order for LTI transfers to qualify as a tax deduction) Application of CHESS Holding Lock and Dealing/Disposal Restrictions Shares that result from the exercise of vested Rights may be subject to dealing/disposal restrictions (Restricted Shares), either due to the terms of the Invitation in relation to which Rights vested and Shares were transferred, or due to the Company s Trading Policy. Participants must comply with such restrictions as specified in the relevant Invitation and Trading Policy, in the nature of a contract, once applications are received and processed. The Board may determine that (in order to evidence to tax regulators, auditors and others that dealing/disposal restrictions applicable to Restricted Shares are real and are enforced) any Restricted Shares (being Shares subject to disposal restrictions) transferred to participants in satisfaction of vested incentives will be subject to a CHESS holding lock for part or all of the specified disposal restriction period Notification of Dealing/Disposal Restrictions Ceasing to Apply In relation to vested Rights that have been converted into Shares and subjected to dealing/disposal restrictions (Restricted Shares), the Company should notify participants as soon as those restrictions cease. This notice is likely to serve as evidence of the taxing point for the LTI. In providing this notice, the Board may need to consider whether the participant holds any inside information that may restrict them from validly dealing with the Shares. The Board may also need to take steps to remove any CHESS holding lock previously applied. In the usual course of events this would usually relate to the first trading window following the vesting of LTI (assuming the Rights have been exercised). However when extended disposal restriction periods are entered into, there may be a longer period, or schedule of periods, regarding which the participant will need to be notified.

18 The Board should also advise the end date of the trading window open at the time of the notification, and that the individual will need to consider whether the Corporations Act restrictions on trading will continue to restrict them from dealing in Company Shares Updating of Holding Records 15 Once the above transactions have been completed, they should be recorded to ensure that current holding records are up to date with regards to the number of outstanding Rights, vested Rights, lapsed Rights and Restricted Shares and unrested Shares held etc Notify ATO As part of annual reporting to the ATO the Company needs to advise which individuals received vested and subsequently unrestricted (to the best of the Board s knowledge) LTI as part of their remuneration (i.e. the taxing point is generally the point at which vested equity becomes unrestricted), and the value of vested equity, to be valued using a one week VWAP up to and including the day restrictions ceasing to apply. This aspect is to be the responsibility of the CFO to address on behalf of the Company.